SOHO HOUSE & CO INC., 10-K filed on 3/31/2025
Annual Report
v3.25.1
Cover Page - USD ($)
 12 Months Ended
Dec. 29, 2024
Mar. 27, 2025
Jun. 30, 2024
Document Information [Line Items]      
Document Type 10-K    
Document Period End Date Dec. 29, 2024    
Document Fiscal Year Focus 2024    
Document Fiscal Period Focus FY    
Current Fiscal Year End Date --12-29    
Amendment Flag false    
Entity Registrant Name Soho House & Co Inc.    
Entity Central Index Key 0001846510    
Entity Incorporation, State or Country Code DE    
Securities Act File Number 001-40605    
Document Transition Report false    
Document Annual Report true    
Entity Tax Identification Number 86-3664553    
Entity Well-known Seasoned Issuer No    
Entity Voluntary filers No    
Entity Address, Address Line One 180 Strand    
Entity Address, City or Town London    
Document Financial Statement Error Correction [Flag] true    
Document Financial Statement Restatement Recovery Analysis [Flag] false    
Entity Address, Postal Zip Code WC2R 1EA    
Entity Address, Country GB    
City Area Code 207    
Local Phone Number 8512 300    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company true    
Entity Ex Transition Period false    
ICFR Auditor Attestation Flag false    
Entity Shell Company false    
Trading Symbol SHCO    
Security Exchange Name NYSE    
Title of 12(b) Security Class A Common Stock, par value $0.01 per share    
Entity Public Float     $ 267,630,043
Auditor Firm ID 1295    
Auditor Name BDO LLP    
Auditor Location London, United Kingdom    
Documents incorporated by reference

Portions of the Registrant's definitive Proxy Statement for the Registrant's 2025 Annual Meeting of Stockholders are incorporated by reference into Part III of this report. The Registrant expects to file such proxy statements within 120 days after the end of its fiscal year.

   
Auditor Opinion

We have audited the accompanying consolidated balance sheets of Soho House & Co Inc (the “Company”) as of December 29, 2024 and December 31, 2023, the related consolidated statements of operations, comprehensive loss, changes in shareholders’ (deficit) equity, and cash flows for the 52-week periods ended December 29, 2024, December 31, 2023 and January 1, 2023 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 29, 2024 and December 31, 2023, and the results of its operations and its cash flows for the 52-week periods ended December 29, 2024, December 31, 2023 and January 1, 2023 in conformity with accounting principles generally accepted in the United States of America.

    
American Depositary Receipt [Member]      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   194,496,886  
Common Class A [Member]      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   52,996,501  
Common Class B [Member]      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   141,500,385  
v3.25.1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Jan. 02, 2022
Current assets        
Cash and cash equivalents $ 152,716 $ 159,155 $ 180,680  
Restricted cash 3,602 1,951 7,928  
Accounts receivable, net 78,890 58,089    
Inventories 54,419 57,596    
Prepaid expenses and other current assets 98,774 111,949    
Total current assets 388,401 388,740    
Property and equipment, net 598,270 621,388    
Operating lease assets 1,135,810 1,152,288    
Goodwill 195,295 206,285 199,646 $ 214,257
Other intangible assets, net 102,610 127,240    
Equity method investments 13,217 21,695    
Deferred tax assets 5,306 740    
Other non-current assets 4,603 9,483    
Total non-current assets 2,055,111 2,139,119    
Total assets 2,443,512 2,527,859    
Current liabilities        
Accounts payable 75,987 70,316    
Accrued liabilities 98,482 86,314    
Current portion of deferred revenue 134,360 113,755    
Indirect and employee taxes payable 33,889 40,159    
Current portion of debt, net of debt issuance costs 34,618 29,290    
Other current liabilities 39,377 35,831    
Total current liabilities 474,162 426,822    
Debt, net of current portion and debt issuance costs 656,868 635,576    
Property mortgage loans, net of debt issuance costs 137,385 137,099    
Finance lease liabilities 77,255 78,481    
Financing obligation 76,900 76,624    
Deferred revenue, net of current portion 23,697 30,057    
Deferred tax liabilities 2,286 1,510    
Non-current tax liabilities 23,699 5,941    
Total non-current liabilities 2,298,808 2,268,190    
Total liabilities 2,772,970 2,695,012    
Commitments and contingencies (Note 15)    
Shareholders' deficit        
Class A common stock, $0.01 par value, 1,000,000,000 shares authorized, 66,359,217 shares issued and 52,731,922 outstanding as of December 29, 2024 and 62,189,717 issued and 53,722,597 outstanding as of December 31, 2023; Class B common stock, $0.01 par value, 500,000,000 shares authorized, 141,500,385 shares issued and outstanding as of December 29, 2024 and December 31, 2023 2,079 2,057    
Additional paid-in capital 1,246,584 1,231,941    
Accumulated deficit (1,539,500) (1,376,532)    
Accumulated other comprehensive loss 35,174 29,641    
Treasury stock, at cost; 13,627,295 shares as of December 29, 2024 and 10,467,120 shares as of December 31, 2023 (79,396) (62,000)    
Total shareholders' deficit attributable to Soho House & Co Inc. (335,059) (174,893)    
Noncontrolling interest 5,601 7,740    
Total shareholders' deficit (329,458) (167,153) $ (18,883) $ 182,192
Total liabilities and shareholders' deficit 2,443,512 2,527,859    
Sites Trading Less Than One Year        
Current liabilities        
Current portion of operating lease liabilities - sites trading more than one year 371 1,721    
Operating lease liabilities, net of current portion - sites trading more than one year 90,081 68,762    
Sites Trading More Than One Year        
Current liabilities        
Current portion of operating lease liabilities - sites trading more than one year 57,078 49,436    
Operating lease liabilities, net of current portion - sites trading more than one year $ 1,210,637 $ 1,234,140    
v3.25.1
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 29, 2024
Dec. 31, 2023
Treasury Stock, Shares 13,627,295 10,467,120
Common Class A [Member]    
Common stock, Par value $ 0.01 $ 0.01
Common stock, Shares authorized 1,000,000,000 1,000,000,000
Common stock, Shares issued 66,359,217 62,189,717
Common stock, Shares outstanding 52,731,922 53,741,731
Common Class B [Member]    
Common stock, Par value $ 0.01 $ 0.01
Common stock, Shares authorized 500,000,000 500,000,000
Common stock, Shares issued 141,500,385 141,500,385
Common stock, Shares outstanding 141,500,385 141,500,385
v3.25.1
Consolidated Statements of Operations - USD ($)
$ in Thousands
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Revenues      
Revenue $ 1,203,814 $ 1,125,134 $ 976,003
Operating expenses      
In-House operating expenses (exclusive of depreciation and amortization of $65,217, $67,647 and $55,581 for the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023, respectively) (638,342) (592,475) (530,729)
Other operating expenses (exclusive of depreciation and amortization of $21,431, $29,632 and $30,266 for the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023, respectively) (276,321) (256,897) (251,901)
General and administrative expenses (exclusive of depreciation and amortization of $16,260, $14,002, and $14,068 for the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023 respectively) (152,922) (143,583) (123,435)
Pre-opening expenses (15,626) (18,679) (14,078)
Depreciation and amortization (101,521) (111,281) (99,915)
Share-based compensation (16,023) (20,230) (27,681)
Foreign exchange gain (loss), net (22,708) 36,196 (69,600) [1]
Loss on impairment of long lived assets and intangible assets (32,345) [2] (47,772) 0
Loss on impairment of Goodwill (Note 9) (6,204) [3] 0 0
Other, net (11,843) (6,006) (9,703)
Total operating expenses (1,273,855) (1,160,727) (1,127,042)
Operating income (loss) (70,041) (35,593) (151,039)
Other (expense) income      
Interest expense, net (83,531) (84,136) (71,518)
Gain (loss) on sale of property and other, net (1,768) (1,038) 390
Share of income (loss) of equity method investments 5,090 1,900 3,941
Total other expense, net (80,209) (83,274) (67,187)
Loss before income taxes (150,250) (118,867) (218,226)
Income tax expense (13,318) (10,811) (5,131)
Net loss (163,568) (129,678) (223,357)
Net (income) loss attributable to non-controlling interests 600 (865) (800)
Net loss attributable to Soho House & Co Inc. $ (162,968) $ (130,543) $ (224,157)
Net loss per share attributable to Class A and Class B common stock      
Earnings Per Share, Basic $ (0.84) $ (0.67) $ (1.12)
Earnings Per Share, Diluted $ (0.84) $ (0.67) $ (1.12)
Weighted average shares outstanding: Basic (Note 14) 195,160 195,590 199,985
Weighted average shares outstanding: diluted (Note 14) 195,160 195,590 199,985
Membership revenues [Member]      
Revenues      
Revenue $ 418,026 $ 356,605 $ 272,809
In-House revenues [Member]      
Revenues      
Revenue 481,613 482,155 427,209
Other revenues [Member]      
Revenues      
Revenue $ 304,175 $ 286,374 $ 275,985
[1] Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies – Basis of Presentation.
[2] Following the Company's impairment review, the Company recognized $14 million of impairment losses on long-lived assets (comprised of $11 million in respect of Operating lease assets and $3 million of Property and equipment, net), of which $14 million is in respect of Soho Works North America and $1 million related to a UK restaurant site. Further, the Company recognized $18 million of impairment losses on intangible assets related to the termination of two hotel management contracts and impairment on four LINE and Saguaro hotel management contracts.
[3] The Company recognized impairment losses of $6 million on goodwill related to the LINE and Saguaro and Soho Roc House reporting units
v3.25.1
Consolidated Statements of Operations (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
In House Operating Expenses [Member]      
Operating cost and expenses $ 63,072 $ 67,647 $ 55,581
Other Operating Expenses [Member]      
Operating cost and expenses 22,189 29,632 30,266
General And Administrative Expenses [Member]      
Operating cost and expenses $ 16,260 $ 14,002 $ 14,068
v3.25.1
Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Statement of Comprehensive Income [Abstract]      
Net loss $ (163,568) $ (129,678) $ (223,357)
Other comprehensive income (loss)      
Foreign currency translation adjustment 5,448 (25,077) 47,550
Comprehensive loss (158,120) (154,755) (175,807)
Loss attributable to non-controlling interest 600 (865) (800)
Foreign currency translation adjustment attributable to non-controlling interest 85 (205) 476
Total comprehensive loss attributable to Soho House & Co Inc. $ (157,435) $ (155,825) $ (176,131)
v3.25.1
Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($)
$ in Thousands
Total
Common Stock [Member]
Additional Paid-in Capital [Member]
Accumulated Deficit [Member]
Accumulated Other Comprehensive (Loss) Income [Member]
Treasury Stock [Member]
Total Shareholders (Deficit) Equity Attributable to Soho House Inc. [Member]
Noncontrolling Interest [Member]
Beginning Balance at Jan. 02, 2022 $ 182,192 $ 2,025 $ 1,189,044 $ (1,021,832) $ 6,897   $ 176,134 $ 6,058
Net loss (223,357)     (224,157)     (224,157) 800
Distributions to noncontrolling interest (1,206)             (1,206)
Purchase of noncontrolling interests in connection with the Soho Restaurants Acquisition     (1,884)       (1,884) 1,884
Shares repurchased (Note 14) (50,000)         $ (50,000) (50,000)  
Share-based compensation, net of tax 26,207 12 26,195       26,207  
Additional IPO costs (269)   (269)       (269)  
Net change in cumulative translation adjustment 47,550       48,026   48,026 (476)
Ending Balance at Jan. 01, 2023 (18,883) $ 2,037 $ 1,213,086 (1,245,989) 54,923 (50,000) (25,943) 7,060
Net loss (129,678)     (130,543)     (130,543) 865
Distributions to noncontrolling interest (390)             (390)
Shares repurchased (Note 14) (12,000)         (12,000) (12,000)  
Share-based compensation, net of tax 18,875           18,875  
Non-cash share-based compensation (Note 13)   20 18,855          
Net change in cumulative translation adjustment (25,077)       (25,282)   (25,282) 205
Ending Balance at Dec. 31, 2023 (167,153) $ 2,057 $ 1,231,941 (1,376,532) 29,641 (62,000) (174,893) 7,740
Net loss (163,568)     (162,968)     (162,968) (600)
Distributions to noncontrolling interest (1,454)             (1,454)
Shares repurchased (Note 14) (17,396)         (17,396) (17,396)  
Share-based compensation, net of tax 14,665           14,665  
Non-cash share-based compensation (Note 13)   22 14,643          
Net change in cumulative translation adjustment 5,448       5,533   5,533 (85)
Ending Balance at Dec. 29, 2024 $ (329,458) $ 2,079 $ 1,246,584 $ (1,539,500) $ 35,174 $ (79,396) $ (335,059) $ 5,601
v3.25.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Cash flows from operating activities      
Net loss $ (163,568) $ (129,678) $ (223,357)
Adjustments to reconcile net loss to net cash used in operating activities      
Depreciation and amortization 101,521 111,281 99,915
Non-cash share-based compensation (Note 13) 14,665 18,875 26,207
Deferred tax expense (benefit) (3,827) (607) 237
Loss (gain) on sale of property and other, net 1,768 1,038 (390)
Loss on impairment of long lived assets and intangible assets (Note 5, Note 8, and Note 9) 32,345 47,772 0
Loss on impairment of Goodwill (Note 9) 6,204 0 0
Provision for write-down of inventories 0 6,827 0
Share of (income) loss of equity method investments (5,090) (1,900) (3,941)
Amortization of debt issuance costs 2,795 2,808 4,315
Loss on debt extinguishment (Note 11) 0 3,278 0
PIK interest 31,827 39,300 36,254
Distributions from equity method investees 985 368 3,281
Foreign exchange loss (gain), net 22,708 (36,196) 69,600 [1]
Changes in assets and liabilities:      
Accounts receivable (21,267) (13,807) (24,280)
Inventories 2,551 (5,465) (29,611)
Operating leases, net 1,738 (1,915) 25,190
Other operating assets 21,123 (16,994) (38,771)
Deferred revenue 16,423 16,432 17,279
Accounts payable and accrued and other liabilities 26,776 5,571 49,935
Net cash provided by (used in) operating activities 89,677 46,988 11,863
Cash flows from investing activities      
Purchase of property and equipment (64,186) (65,941) (72,345)
Proceeds from sale of assets 0 1,368 926
Purchase of intangible assets (17,746) (17,938) (21,672)
Repayment from equity method investees 10,695 0 0
Property and casualty insurance proceeds received 0 148 338
Net cash used in investing activities (71,237) (82,363) (92,753)
Cash flows from financing activities      
Repayment of borrowings (Note 11) (1,777) (117,790) (736)
Payment for debt extinguishment costs (Note 11) 0 (1,686) 0
Issuance of related party loans 0 0 3,217
Proceeds from borrowings (Note 11) 1,105 140,000 105,795
Payments for debt issuance costs 0 (2,822) (1,860)
Principal payments on finance leases (383) (407) (528)
Principal payments on financing obligation 0 0 (1,578)
Distributions to non-controlling interest (1,454) (390) (1,206)
Purchase of treasury stock, inclusive of commissions (Note 14) (17,396) (12,000) (50,000)
Proceeds from initial public offering, net of offering costs (Note 1 and Note 2) 0 0 (269)
Net cash provided by financing activities (19,905) 4,905 52,835
Effect of exchange rate changes on cash and cash equivalents, and restricted cash (3,323) 2,968 (3,999)
Net (decrease) increase in cash and cash equivalents, and restricted cash (4,788) (27,502) (32,054)
Cash, cash equivalents and restricted cash      
Beginning of period 161,106 188,608 220,662
End of period 156,318 161,106 188,608
Cash, cash equivalents and restricted cash are comprised of:      
Cash and cash equivalents 152,716 159,155 180,680
Restricted cash 3,602 1,951 7,928
Cash, cash equivalents and restricted cash as of December 29, 2024, December 31, 2023 and January 1, 2023 156,318 161,106 188,608
Supplemental disclosures:      
Cash paid for interest, net of capitalized interest 34,385 32,254 29,893
Cash paid for income taxes 3,768 5,541 585
Supplemental disclosures of non-cash investing and financing activities:      
Operating lease assets obtained in exchange for new operating lease liabilities 75,039 124,779 133,743
Acquisitions of property and equipment under finance leases (Note 11) 179 33 12,315
Prepaid capital expenditures 6,338 0 0
Accrued capital expenditures as of December 29, 2024, December 31, 2023 and January 1, 2023 $ 11,451 $ 13,760 $ 15,257
[1] Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies – Basis of Presentation.
v3.25.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Pay vs Performance Disclosure      
Net Income (Loss) $ (162,968) $ (130,543) $ (224,157)
v3.25.1
Insider Trading Arrangements
 3 Months Ended
Dec. 29, 2024
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

None of our directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement during the quarter ended December 29, 2024. Any Rule 10b5-1 trading arrangements entered into will be in accordance with our Insider Trading Policy and any actual sale transactions made pursuant to such trading arrangements would be disclosed publicly in Section 16 filings with the SEC in accordance with applicable securities laws, rules and regulations.
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Rule 10b5-1 Arrangement Modified false
v3.25.1
Cybersecurity Risk Management, Strategy, and Governance
 12 Months Ended
Dec. 29, 2024
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]

Item 1C. Cyber Security.

 

Management policies and procedures

We recognize the need to protect our data, systems and technology. We have described related risks in Item 1A under the heading “Risks Related to our Technology and Data.” We have previously assessed and periodically measure our security maturity using the US National Institute of Standards and Technology Cybersecurity Framework. (“NIST CSF”) supported by other internal and third-party assessments. Gaps or perceived weaknesses in our NIST CSF score are highlighted to our Cybersecurity Risk Committee and subsequently to the Board of Directors. A reassessment of our maturity using NIST CSF was carried out in the early part of 2024, demonstrating ongoing improvement. These assessments allow us to prioritize investment into those areas which provide the greatest improvement in the CSF scoring and by implication, our ability to identify, protect, detect, respond and recover from information and cybersecurity incidents. Risks are recorded in OneTrust and are formally assessed monthly, considering likelihood and potential impact and mitigating actions are implemented where possible to reduce identified risks. Controls designed to reduce or eliminate risk are designed into our technology, processes and management of third parties. We conduct regular vulnerability scanning and use a third party for regular penetration testing designed to help us identify new weaknesses or vulnerabilities. In addition, we use the same third party to help us conduct cybersecurity incident simulation which is subsequently used to inform updates to our Cybersecurity Incident Response Plan. We also have procedures designed to assess risks related to the use of third-party suppliers.

 

In the previous 12 months, we have not identified any risks from cybersecurity threats, including those from any previous cybersecurity incidents, that have materially affected us, our business strategy, results of operation or financial condition. For additional information about the cybersecurity risks we face, see the risk factors entitled, “A cybersecurity attack, ‘data breach’ or other security incident experienced by us or our third-party service providers may result in negative publicity, claims, investigations and litigation and adversely affect our business, results of operations and financial condition,” and “If we fail to properly maintain the confidentiality and integrity of our data, including member and customer credit or debit card and bank account information and other PII, or if we fail to comply with applicable laws, rules, regulations, industry standards and contractual obligations relating to data privacy, protection and security, it may adversely affect our reputation, business and operations,” in Item 1A Risk Factors.

Governance

We have implemented a governance program which facilitates senior management oversight of cybersecurity risk management. An operational risk group comprising senior SHCO Cyber Risk and third-party Cyber Risk professionals together with the IT Infrastructure lead meet monthly to review emerging risks, progress with mitigation of identified risk and prioritization of risk reduction activities. The output from this group is shared quarterly with the Cyber Security Risk Committee (“CSRC”) a Board

Sub-Committee which comprises the Chief Executive Officer (CEO), Chief Financial Officer (CFO), Chief Technology Officer (CTO), Chief Legal Officer (CLO) and Director of Information Security. The CSRC is responsible for reviewing the top strategic cyber risks, progress against cyber maturity improvement and recommending funding and resource requirements. The CSRC reports twice per year to the Audit Committee. The CSRC is also the body that collectively assesses materiality in the event of a cybersecurity incident and meets as required for this purpose.

 

Management’s role and relevant experience in assessing and managing cybersecurity

The NIST CSF is used to assess cybersecurity maturity. An initial baseline assessment has been used to inform our Cybersecurity Strategy and periodic assessments are used to update the NIST CSF scoring. These assessments are carried out by an independent third party to provide appropriate objectivity and challenge. In addition, we are progressing towards certification to the international information security management standard - ISO27001 and the related standard ISO27701 for privacy information management. Execution of our cybersecurity strategy is overseen by our Director of Information Security who is a qualified CSIM, CISA and a Fellow of the UK Chartered Institute of Information Security and has over 30 years of experience in cyber security. The Director of Information Security provides the CTO with periodic updates and also chairs the CSRC which provides a forum for senior management to discuss cyber risk management in greater detail.

Cybersecurity Risk Management Processes Integrated [Flag] true
Cybersecurity Risk Management Processes Integrated [Text Block] We recognize the need to protect our data, systems and technology. We have described related risks in Item 1A under the heading “Risks Related to our Technology and Data.” We have previously assessed and periodically measure our security maturity using the US National Institute of Standards and Technology Cybersecurity Framework. (“NIST CSF”) supported by other internal and third-party assessments.
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Board of Directors Oversight [Text Block]

We have implemented a governance program which facilitates senior management oversight of cybersecurity risk management. An operational risk group comprising senior SHCO Cyber Risk and third-party Cyber Risk professionals together with the IT Infrastructure lead meet monthly to review emerging risks, progress with mitigation of identified risk and prioritization of risk reduction activities. The output from this group is shared quarterly with the Cyber Security Risk Committee (“CSRC”) a Board

Sub-Committee which comprises the Chief Executive Officer (CEO), Chief Financial Officer (CFO), Chief Technology Officer (CTO), Chief Legal Officer (CLO) and Director of Information Security. The CSRC is responsible for reviewing the top strategic cyber risks, progress against cyber maturity improvement and recommending funding and resource requirements. The CSRC reports twice per year to the Audit Committee. The CSRC is also the body that collectively assesses materiality in the event of a cybersecurity incident and meets as required for this purpose.

 

Management’s role and relevant experience in assessing and managing cybersecurity

The NIST CSF is used to assess cybersecurity maturity. An initial baseline assessment has been used to inform our Cybersecurity Strategy and periodic assessments are used to update the NIST CSF scoring. These assessments are carried out by an independent third party to provide appropriate objectivity and challenge. In addition, we are progressing towards certification to the international information security management standard - ISO27001 and the related standard ISO27701 for privacy information management. Execution of our cybersecurity strategy is overseen by our Director of Information Security who is a qualified CSIM, CISA and a Fellow of the UK Chartered Institute of Information Security and has over 30 years of experience in cyber security. The Director of Information Security provides the CTO with periodic updates and also chairs the CSRC which provides a forum for senior management to discuss cyber risk management in greater detail.

Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] We have implemented a governance program which facilitates senior management oversight of cybersecurity risk management.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] An operational risk group comprising senior SHCO Cyber Risk and third-party Cyber Risk professionals together with the IT Infrastructure lead meet monthly to review emerging risks, progress with mitigation of identified risk and prioritization of risk reduction activities.
Cybersecurity Risk Role of Management [Text Block] The output from this group is shared quarterly with the Cyber Security Risk Committee (“CSRC”) a Board

Sub-Committee which comprises the Chief Executive Officer (CEO), Chief Financial Officer (CFO), Chief Technology Officer (CTO), Chief Legal Officer (CLO) and Director of Information Security. The CSRC is responsible for reviewing the top strategic cyber risks, progress against cyber maturity improvement and recommending funding and resource requirements. The CSRC reports twice per year to the Audit Committee. The CSRC is also the body that collectively assesses materiality in the event of a cybersecurity incident and meets as required for this purpose.

 

Management’s role and relevant experience in assessing and managing cybersecurity

The NIST CSF is used to assess cybersecurity maturity. An initial baseline assessment has been used to inform our Cybersecurity Strategy and periodic assessments are used to update the NIST CSF scoring. These assessments are carried out by an independent third party to provide appropriate objectivity and challenge. In addition, we are progressing towards certification to the international information security management standard - ISO27001 and the related standard ISO27701 for privacy information management. Execution of our cybersecurity strategy is overseen by our Director of Information Security who is a qualified CSIM, CISA and a Fellow of the UK Chartered Institute of Information Security and has over 30 years of experience in cyber security. The Director of Information Security provides the CTO with periodic updates and also chairs the CSRC which provides a forum for senior management to discuss cyber risk management in greater detail.

Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block] The output from this group is shared quarterly with the Cyber Security Risk Committee (“CSRC”) a Board Sub-Committee which comprises the Chief Executive Officer (CEO), Chief Financial Officer (CFO), Chief Technology Officer (CTO), Chief Legal Officer (CLO) and Director of Information Security.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block] The CSRC is responsible for reviewing the top strategic cyber risks, progress against cyber maturity improvement and recommending funding and resource requirements. The CSRC reports twice per year to the Audit Committee. The CSRC is also the body that collectively assesses materiality in the event of a cybersecurity incident and meets as required for this purpose.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]

Management’s role and relevant experience in assessing and managing cybersecurity

The NIST CSF is used to assess cybersecurity maturity. An initial baseline assessment has been used to inform our Cybersecurity Strategy and periodic assessments are used to update the NIST CSF scoring. These assessments are carried out by an independent third party to provide appropriate objectivity and challenge. In addition, we are progressing towards certification to the international information security management standard - ISO27001 and the related standard ISO27701 for privacy information management. Execution of our cybersecurity strategy is overseen by our Director of Information Security who is a qualified CSIM, CISA and a Fellow of the UK Chartered Institute of Information Security and has over 30 years of experience in cyber security. The Director of Information Security provides the CTO with periodic updates and also chairs the CSRC which provides a forum for senior management to discuss cyber risk management in greater detail.

Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true
v3.25.1
Nature of the Business
 12 Months Ended
Dec. 29, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of the Business Nature of the Business

 

Soho House & Co Inc. (“SHCO”) is a global membership platform of physical and digital spaces that connects a vibrant, diverse group of members from across the world. Our members engage with us through our global portfolio of 45 Soho Houses, 8 Soho Works Clubs, The Ned in London, New York and Doha, The Line and Saguaro hotels in North America, Scorpios Beach Clubs in Mykonos and Bodrum, Soho Home, our interiors and lifestyle retail brand, and our digital channels.

The consolidated entity presented is referred to herein as “SHCO”, “we”, “us”, “our”, or the “Company”, as the context requires and unless otherwise noted
v3.25.1
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 29, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies
2.
Summary of Significant Accounting Policies

 

Basis of Presentation

 

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The preparation of the financial statements in conformity with US GAAP requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the periods presented. The Company's significant estimates relate to the valuation of financial instruments, equity method investments, the measurement of goodwill and intangible assets, contingent liabilities, income taxes, leases and long-lived assets. Although the estimates have been prepared using management's best judgment and management believes that the estimates used are reasonable, actual results could differ from those estimates and such differences could be material.

 

We operate on a fiscal year calendar consisting of a 52-or 53-week period ending on the last Sunday in December or the first Sunday in January of the next calendar year. In a 52-week fiscal year, each quarter contains 13 weeks of operations; in a 53-week fiscal year, each of the first, second and third quarters includes 13 weeks of operations and the fourth quarter includes 14 weeks of operations.

 

Our 2024 fiscal year ended on December 29, 2024 ("Fiscal 2024"), 2023 fiscal year ended on December 31, 2023, ("Fiscal 2023"), and 2022 fiscal year ended on January 1, 2023 ("Fiscal 2022"). Fiscal 2024 was a 52-week year, Fiscal 2023 was a 52-week year and Fiscal 2022 was a 52-week year.

 

Revision of Prior Period Financial Statements in Fiscal 2024

 

On November 6, 2024, the Company announced that it is replacing legacy systems with a new modernized finance Enterprise Resource Planning (“ERP”) system to support its long-term success, controls, and strategic growth initiatives. In preparation for the systems upgrade, the Company has undertaken a number of initiatives including continuing to work with external consultants to support the review and assist in strengthening its internal controls and processes including reconciliations and completing the implementation of a new ERP system for its retail business in August 2024. Further, the Company is focused on continuing to bolster its Transformation and Finance teams including by hiring a Chief Transformation Officer (November 2024) to lead the ERP system implementation and hiring a number of personnel with a higher level of knowledge and experience with the application of US GAAP, internal audit and SOX compliance.

During the third quarter of Fiscal 2024, through the performance of these activities, management identified misstatements, as well as confirmed the financial statement impacts of previously identified uncorrected immaterial misstatements, in its previously issued consolidated financial statements as of and for the 52-week period ended December 31, 2023 (“Fiscal 2023”) and January 1, 2023 (“Fiscal 2022”); the unaudited condensed consolidated financial statements as of and for the 13-week periods ended March 31, 2024 (“Q1 2024”) and April 2, 2023 (“Q1 2023”); the unaudited condensed consolidated financial statements as of and for the 13-week and 26-week periods ended June 30, 2024 (“Q2 2024”) and July 2, 2023 (“Q2 2023”); and the unaudited condensed consolidated financial statements as of and for the 13-week and 39-week periods ended October 1, 2023 (“Q3 2023”). The Company believes the misstatements identified through the performance of the activities above is related to manual processes and the existing material weaknesses in our control over financial reporting as described within this Annual Report on Form 10-K for the fiscal year ended December 29, 2024.

The Company assessed the materiality of the errors, both individually and in aggregate, including as out of period corrections in the third quarter of fiscal 2024 as well as corrections to impacted prior period consolidated financial statements, on a qualitative and quantitative basis in accordance with SEC Staff Accounting Bulletins (“SAB”) No. 99, Materiality, and No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, codified in Accounting Standards Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections. While correction of these adjustments as out of period corrections would be material in aggregate to the third quarter of Fiscal 2024, the Company determined the impacts of these misstatements were not material to the financial statements for all prior periods identified and has accordingly revised the comparative amounts presented. For comparative purposes, the Company has made corrections to the consolidated financial statements and applicable notes for the prior periods presented in this Annual Report on Form 10-K. Refer to Note 20, Revision of Prior Period Financial Statements, for additional information on the misstatements identified and quantification of the impact of correcting the misstatements.

Going Concern

 

The accompanying consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that we will continue in operation for at least a period of 12 months after the date these financial statements are issued, and contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

We have experienced net losses and significant cash outflows from cash used in operating activities over the past years as we develop our Houses. During the fiscal year ended December 29, 2024, the Company incurred a consolidated net loss of $164 million. During the fiscal year ended December 29, 2024, the Company had positive cash flow from operations of $90 million. As of December 29, 2024, the Company had an accumulated deficit balance of $1,540 million. As of December 29, 2024, the Company had a cash and cash equivalents balance of $153 million, and a restricted cash balance of $4 million.

In assessing the going concern basis of preparation of the consolidated financial statements for the fiscal year ended December 29, 2024, we have taken into consideration detailed cash flow forecasts for the Company, the Company’s forecast compliance with bank covenants, and the timing of debt commitments within 12 months of the approval of these financial statements, and the continued availability of committed and accessible working capital to the Company.

We have considered the current global economic and political uncertainties, specifically including inflationary pressures on consumables purchased and wages, and the Company has factored these in when it undertook an assessment of the cash flow forecasts covering a period of at least 12 months from the date these financial statements are issued. Cash flow forecasts have been prepared based on a range of scenarios including, but not limited to, no further debt or equity funding, repayment of existing short-term debt, macro-economic dynamics, cost reductions, both limited and extensive, and a combination of these different scenarios.

We believe that the completed working capital events, our projected cash flows and the actions available to management to further control expenditure (particularly in respect of timing of capital works and labor costs), as necessary, provide the Company with sufficient working capital (including cash and cash equivalents) to mitigate the impact of inflationary pressures and consumer confidences, subject to the following key factors:

•
the level of in-House sales activity (primarily sales of food and beverage) that, even after opening, may be subject to operational constraints connected with a re-emergence of any restrictions;
•
the continued high level of membership retention and renewals, together with members continuing their current spending patterns; and
•
the implementation, and timely deployment, of cost containment and reductions measures that are aligned with the anticipated levels of capacity.

Furthermore, the Company has access to an undrawn revolving credit facility of £75 million ($94 million), refer to Note 11, Debt, for additional information.

This, together with the Company’s wider sufficient financial resources, an established business model, access to capital and the measures that have been put in place to control costs, mean that we believe that the Company is able to continue in operational existence, meet its liabilities as they fall due, operate within its existing facilities, and meet all of its covenant requirements for a period of at least 12 months from the date these financial statements are issued.

Based on the above, the consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, we continue to adopt the going concern basis in preparing the consolidated financial statements for the fiscal year ended December 29, 2024.

 

Accumulated Other Comprehensive Income

The entire balance of accumulated other comprehensive income is related to the cumulative translation adjustment in each of the periods presented. The changes in the balance of accumulated other comprehensive income are attributable solely to the net change in the cumulative translation adjustment in each of the periods presented, and include the error correction described above during fiscal 2024.

 

Principles of Consolidation

 

The consolidated financial statements of the Company include the accounts of Soho House & Co Inc. and its subsidiaries, as well as certain consolidated variable interest entities (“VIEs”) for which the Company is considered the primary beneficiary (see Note 3, Consolidated Variable Interest Entities, for additional information). Other parties’ interests in entities that the Company consolidates are reported as noncontrolling interests within shareholders’ (deficit) equity. Net loss and each component of other comprehensive loss are attributed to the owners of the Company and to any noncontrolling interests. All intra-company assets and liabilities, equity, income, expenses and cash flows are eliminated in full on consolidation.

 

Equity Method Investments

 

The Company’s equity method investments consist of investments in which the Company does not control the investee but can exert significant influence over the financial and operating policies, as well as joint ventures where there is joint control (and in both cases if the investee is a VIE, where the Company is not the primary beneficiary of the VIE). The ability to exert significant influence is generally considered to exist when the Company owns between 20% and 50% of voting equity securities of the investee, in the case of corporate entities.

 

When the Company sells an interest in a subsidiary which then becomes an equity method investment, the retained interest is remeasured at fair value.

 

Investments are initially recognized at cost when purchased for cash, or at the fair value of shares received when acquired. The investments are subsequently carried at cost adjusted for the Company’s share of net income or loss and other changes in comprehensive income (loss) of the joint venture, less any dividends or distributions received by the Company. The investments are presented as equity method investments in the consolidated balance sheets. Income or loss from these investments is recorded as a separate line item in the consolidated statements of operations. Intercompany profits or losses associated with the Company’s equity method investments are eliminated until realized by the investee in transactions with third parties. Where distributions from equity-method investees and the Company’s share of investee losses are in excess of the carrying amount of the investment (including, where applicable, advances made by the Company to the investee), after the Company’s equity-method investment balance is reduced to zero, additional losses are recognized to the extent that the Company has guaranteed the investee’s obligations or has otherwise incurred legal or constructive obligations or has made payments on behalf of the investee.

 

The Company considers whether its equity method investments are impaired when events or circumstances suggest that the carrying amount may not be recoverable. An impairment charge is recognized in the consolidated statements of operations for a decline in value that is determined to be other-than-temporary. Once a determination is made that an other-than-temporary impairment exists, the investment is written down to its fair value. There were no other-than-temporary impairments recorded during the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023.

 

Variable Interest Entities

 

The Company analyzes its variable interests, including loans, guarantees, and equity investments, to determine if the entity in which the Company has a variable interest is a VIE. For those entities determined to be VIEs a quantitative and qualitative analysis is performed to determine if the Company will be deemed the primary beneficiary. The primary beneficiary of a VIE is defined as the variable interest holder that has a controlling financial interest in the VIE. A controlling financial interest is defined as one that has i)

the power to direct the activities of the VIE that most significantly impact its economic performance and ii) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE.

 

In evaluating whether the Company has the power to direct the activities of a VIE that most significantly impact its economic performance, the Company bases its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and the relevant development, ownership interest, operating, management and financial agreements. This evaluation requires consideration of all facts and circumstances relevant to decision-making that affect the entity’s future performance and the exercise of professional judgment in deciding which decision-making rights are most important.

 

The Company consolidates those entities in which it is determined to be the primary beneficiary. If the Company is not determined to be the primary beneficiary but can exercise significant influence over these entities, these investments are accounted for under the equity method of accounting.

 

Concentration of Credit Risk

 

Credit risk is the risk of loss from amounts owed by customers and financial counterparties. Credit risk can occur at multiple levels; as a result of broad economic conditions, challenges within specific sectors of the economy, or from issues affecting individual companies. Financial instruments that potentially subject the Company to credit risk consist of cash, cash equivalents, restricted cash, accounts receivable, and other receivables.

 

The Company maintains cash, cash equivalents, and restricted cash with major financial institutions. The Company’s cash, cash equivalents, and restricted cash consist of bank deposits held with banks that, at times, exceed federally insured limits. The Company limits its credit risk by dealing with counterparties that are considered to be of high credit quality.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash on hand, demand deposits, and all highly liquid investments with original maturities, when purchased, of three months or less.

 

Restricted Cash

 

Restricted cash represents cash that is not available to the Company due to restrictions related to its use. As of December 29, 2024 and December 31, 2023, the Company holds restricted cash related to its financing arrangements for the Soho Beach House in Miami.

 

Accounts Receivable and Allowance for Doubtful Accounts

 

Accounts receivable include amounts due from customers and development partners in connection with the Company’s in-house design and other development related services whereby the Company extends credit, generally without requiring collateral, based on its evaluation of the customer’s or development partner's financial condition. Accounts receivable also include amounts due from customers, guests and members relating to services rendered. Any allowance for doubtful accounts includes management’s estimate of the amounts expected to be uncollectible on specific accounts receivable, taking into account the creditworthiness of the counterparty, the aging of the outstanding balance, and historical recoverability patterns. Allowance for doubtful accounts was $3 million as of December 29, 2024 and $2 million as of December 31, 2023.

 

While the Company has a concentration of credit risk in relation to certain customers, this risk is mitigated by payments on account and credit checks on customers. Typically, accounts receivable have terms ranging from 0-60 days and do not bear interest. As of December 29, 2024 and December 31, 2023, there were no customers which individually accounted for more than 10% of trade receivables; there were no customers which individually accounted for more than 10% of revenue during the fiscal years then ended.

 

ASC Topic 326 requires organizations to estimate expected credit losses over the life of financial assets. However, receivables between entities under common control are excluded from this requirement. Accordingly, the outstanding receivable of $28 million and $13 million as of December 29, 2024 and December 31, 2023, respectively, related to the hotel management agreements with Yucaipa and its affiliates, are excluded from the scope of ASC Topic 326. Refer to Note 19 Related party for further information.

 

Inventories

 

Inventories are valued at the lower of cost or net realizable value and cost is determined using a weighted-average cost method. Inventories primarily consist of finished goods for the Company's Retail operations, which are externally sourced, as well as service stock and supplies (primarily food and beverage). Finished goods totaled $31 million and $34 million as of December 29, 2024 and December 31, 2023, respectively. Service stock and supplies totaled $23 million and $24 million as of December 29, 2024 and December 31, 2023, respectively. The Company records a reserve for obsolete or unusable inventory, where applicable. The reserve was $2 million and $2 million as of December 29, 2024 and December 31, 2023, respectively. Note that the reserve of $2 million, as of December 31, 2023, excludes the $5 million reserve as a result of the Cowshed brand licensing agreement, described below, meaning the total reserve was $7 million.

 

In November 2023, the Company entered into a 10-year licensing agreement with a third party to manufacture and distribute the Company’s Cowshed brand, commencing January 1, 2024. This has restricted the Company’s ability to sell certain inventories it acquired prior to entering into the agreement. As such, during Fiscal 2023, the Company provided in full for the $5 million of inventory it is unable to recover as a result of entering into the agreement. This is presented within other, net in the consolidated statement of operations for Fiscal 2023.

 

Property and Equipment

 

Property and equipment relate to buildings for owned Houses, leasehold improvements for leased Houses, fixtures and fittings and other office equipment. Property and equipment are recorded at cost, or if acquired in a business combination, at fair value as of the acquisition date, less accumulated depreciation. Costs of improvements that extend the economic life or improve service potential are capitalized. Capitalized costs are depreciated over the assets’ estimated useful lives. Costs for normal repairs and maintenance are expensed as incurred. The carrying amounts of assets sold or retired and the related accumulated depreciation are eliminated in the year of disposal, with resulting gains or losses included in gain (loss) on sale of property and other, net in the consolidated statements of operations.

 

Depreciation is recorded using the straight-line method over the assets’ estimated useful lives, which are generally as follows:

 

Buildings

50-100 years*

Leasehold improvements

Lesser of useful life or remaining lease term

Fixtures and fittings

2-5 years

Office equipment and other

2-4 years

Finance lease property

Reasonably assured lease term

 

Depreciation expense is included in depreciation and amortization in the accompanying consolidated statements of operations.

 

Assets under construction relate mainly to the build out of future Houses, are stated at cost and depreciation begins when the asset is placed in service. For property under construction, the Company capitalizes all specifically identifiable costs related to development activities, as well as interest costs incurred while activities necessary to get the property ready for its intended use are in progress. During the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, there was no capitalized interest.

 

*The Company wholly owns three buildings, Soho Beach House Miami, USA; High Road House, UK; and Babington House, UK, which is a 300-year-old Grade II* listed (by the Historic Buildings and Monuments Commission England and Wales) manor house. Babington House is the only building that the Company depreciates over 100 years, because of its historical significance and status as a listed building.

 

Impairment of Property and Equipment and Other Long-Lived Assets

 

The Company reviews its property and equipment and other long-lived assets for impairment indicators at each reporting date. Impairment losses are required to be recorded for long-lived assets held and used by the Company when indicators of impairment are present and the carrying value of the assets exceeds the future undiscounted cash flows estimated to be generated by those assets. When an asset group held and used by the Company is determined to be impaired, the related carrying amount of the asset is adjusted to its estimated fair value. Recoverability of long-lived assets is measured by comparison of (i) the carrying amount of assets against (ii) the future undiscounted cash flows that the assets are expected to generate over their remaining lives. If the carrying amount of the assets is not recoverable, the amount of impairment, if any, is measured as the difference between the carrying value and the fair value of the impaired assets. If the Company determines that the remaining useful life is shorter than originally estimated, it amortizes the remaining carrying value over the new shorter useful life.

The Company recognized $14 million of impairment losses on long-lived assets (comprised of $11 million in respect of Operating lease assets and $3 million of Property and equipment, net) during the fiscal year ended December 29, 2024. During the third quarter of 2024, the Company identified a triggering impairment event due to the continued challenges in the cost of real estate and the decreased performance of various Soho Works locations in the USA. The Company performed an impairment analysis on four Soho Work sites in the United States. As a result of the third quarter 2024 analysis, a $14 million non-cash impairment charge was recorded in The Americas segment for these Soho Works sites. The high property costs associated with these locations being the primary factor of the asset impairment. The Company also identified a triggering impairment event in one of their UK restaurant sites. The non-cash impairment charge in the UK segment for the UK restaurant site was $1 million. The non-cash impairment charge is included in impairments of assets in the consolidated statement of operations for the fiscal year ended December 29, 2024.

The Company recognized $48 million of impairment losses on long-lived assets (comprised of $32 million in respect of Operating lease assets and $16 million of Property and equipment, net) during the fiscal year ended December 31, 2023. During the fiscal year ended December 31, 2023, the Company performed an impairment analysis on five Soho Works sites primarily in the United States. As a result of the fourth quarter of fiscal 2023 analysis, a $39 million non-cash impairment charge was recorded in The Americas segment for these Soho Works sites. The high property costs associated with these locations being the primary factor of the asset impairment. The non-cash impairment charge is included in impairments of assets in the consolidated statement of operations for the fiscal year ended December 31, 2013. The UK and Europe and RoW segments also recorded non-cash impairments of $4 million and $5 million, respectively.

The primary assumptions, which requires a significant level of judgement, that affects the undiscounted cash flows determination is management's estimate of future revenues, operating margins, economic conditions and changes in the operating environment. The forecasts used in the impairment assessments were developed by management based on projected revenues derived largely from forecasted member attendance. Management also makes estimates on the expected costs and the expected operating lease costs. Changes in these assumptions could have a significant impact on the recoverability of the assets and may result in additional impairment charges.

Changes in the membership, operating margins and economic growth and the contracted operating rental costs beyond what has already been assumed in the assessments could cause management to revise the forecast and assumptions. Unfavorable revisions to these assumptions or estimates could possibly result in further impairment of some or all of the assets.

 

No impairment losses were recorded for the fiscal year ended January 1, 2023.

 

Business Combinations

 

The Company accounts for its business combinations using the acquisition method of accounting. The consideration transferred in a business combination is measured as the aggregate of the acquisition date fair values of the assets transferred by the Company to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable tangible and intangible assets acquired and liabilities assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) the total consideration transferred, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the consideration transferred is less than the fair value of the net assets of the acquiree, the difference is recognized directly in the consolidated statements of operations as a gain. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed.

 

Transactions between entities under common control are excluded from the scope of the business combinations guidance. The Company accounts for transfers of assets, net assets or equity interests between entities under common control prospectively at the parent's carrying values.

 

Intangible Assets with Finite Useful Lives

 

The Company has certain finite lived intangible assets that were initially recorded at their fair values. These intangible assets consist primarily of brand names, membership lists, hotel management agreements, internally developed software and trademarks. Intangible assets with finite useful lives, which have a weighted-average life of 15 years, are amortized using the straight-line method over their estimated useful lives.

 

All finite lived intangible assets are reviewed for impairment when circumstances indicate that their carrying amounts may not be recoverable; for example, when there are material adverse changes in projected revenues or expenses, significant underperformance relative to historical or projected operating results, or significant negative industry or economic trends. The Company evaluates recoverability of a finite lived intangible asset by comparing its carrying value to its estimated fair value, which is determined through the income approach, the market approach or another appropriate method based on the circumstances. If a finite lived intangible asset’s estimated current fair value is less than its respective carrying value, the excess of the carrying value over the estimated fair value is recognized as an impairment loss in the consolidated statements of operations.

 

The Company recognized $18 million of impairment on intangible assets within loss on impairment of long-lived assets on the consolidated statement of operations for the fiscal year ended December 29, 2024. This was related to the termination of two hotel management contracts and impairment on four LINE and Saguaro hotel management contracts during the fiscal year ended December 29, 2024. No impairment losses were recorded during the fiscal years ended December 31, 2023, and January 1, 2023.

 

Costs incurred during the application development stage for internal-use software are capitalized. Capitalized website development costs and internal-use software costs are amortized using the straight-line amortization method over the estimated useful life of the software.

 

Goodwill

 

In January 2012, affiliates of the Yucaipa Companies, LLC acquired 58.9% of the outstanding equity interests of the entity which subsequently became Soho House Holdings Limited through a series of transactions. The acquisition was accounted for using the acquisition method of accounting, which resulted in a new basis for the assets acquired and liabilities assumed and the recognition of goodwill. In addition, the Company recognized goodwill as a result of the acquisition of a business in Mykonos, Greece during the fiscal year ended December 29, 2019, as well as the acquisition of a controlling interest in Soho House Cipura (Miami), LLC ("Cipura") and the companies that together operate existing and future "The LINE" and "Saguaro" hotels in the United States during the fiscal year ended January 2, 2022.

 

Goodwill is not amortized, but instead is tested for impairment annually. The Company assesses goodwill for potential impairment on the first day of the fourth fiscal quarter, or during the year if an event or other circumstances indicate that the Company may not be able to recover the carrying amount of the net assets of the reporting unit. A reporting unit is an operating segment or one level below the operating segment level, which is referred to as a component. The Company identifies its reporting units by assessing whether components (i) have discrete financial information available; (ii) engage in business activities; and (iii) have a segment manager who regularly reviews the component’s operating results. Net assets and goodwill of acquired businesses are allocated to the reporting unit(s) associated with the acquired business based on the anticipated organizational structure of the combined entities. If two or more components are deemed economically similar, those components are aggregated into one reporting unit when performing the annual goodwill impairment review. As of December 29, 2024 and December 31, 2023, the Company had seven reporting units with a goodwill balance.

 

In evaluating goodwill for impairment, the Company may first assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount. Qualitative factors that the Company considers include, for example, macroeconomic and industry conditions, overall financial performance, and other relevant entity-specific events. If the Company bypasses the qualitative assessment or concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then a quantitative goodwill impairment test is performed to identify potential goodwill impairment and measure the amount of goodwill impairment that will be recognized, if any.

 

When performing the quantitative goodwill impairment test, the Company compares the estimated fair value of each of its reporting units with their respective carrying values. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill is not considered impaired. If, however, the estimated fair value of a reporting unit is less than its carrying amount, the excess of the carrying value of the reporting unit over its fair value is recognized as a goodwill impairment. When performing a quantitative goodwill impairment assessment, the estimated fair value of a reporting unit is calculated using the income approach and the market approach. For the income approach, the Company uses internally developed discounted cash flow models that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates and demand trends; expected net working capital and capital expenditure requirements; and estimated discount rates. For the market approach, the Company relies upon valuation multiples derived from stock prices and enterprise values of publicly-traded companies that are comparable to the reporting units being evaluated.

 

While the Company tests its goodwill for impairment at least annually, it will test its goodwill for impairment if an event occurs or circumstances change which are considered to be a triggering event that would more likely than not reduce a reporting unit’s fair value below its carrying amount. In Fiscal 2024, the Company performed a quantitative impairment assessment for seven reporting units; based on these assessments, the Company determined that $6 million goodwill impairment existed for two reporting units, LINE and Saguaro and Soho Roc House. For additional information about goodwill, see Note 9. In Fiscal 2023, the Company performed a qualitative goodwill assessment and concluded it was more likely than not that the fair value of the Company’s reporting units which carry goodwill exceeds their respective carrying amounts. In Fiscal 2022, the Company performed a quantitative impairment assessment for seven reporting units; based on these assessments, the Company determined that no goodwill impairment existed.

 

Leases

 

The Company has entered into lease agreements for its Houses, hotels, restaurants, spas and other properties. The Company accounts for its leases under ASC 842 Leases (Topic 842).

 

The Company determines the initial classification and measurement of its right-of-use assets and lease liabilities at the lease commencement date and thereafter if the leases are modified. The lease term includes any renewal options and termination options that the Company is reasonably assured to exercise. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its incremental borrowing rate. The incremental borrowing rate is determined by using a portfolio approach based on the rate of interest that the Company would pay to borrow on a collateralized basis an amount equal to the lease payments for a similar term and in a similar economic environment.

 

Rent expense for operating leases is recognized net of sublease income on a straight-line basis over the reasonably assured lease term based on the total lease payments and is included in other in-house operating expenses and other operating expenses in the consolidated statements of operations.

 

The Company recognizes the amortization of the right-of-use asset for its finance leases on a straight-line basis over the reasonably assured lease term in depreciation and amortization in the consolidated statements of operations. The interest expense related to finance leases is recognized using the effective interest method and is included within interest expense, net.

 

For all leases, rent payments that are based on a fixed index or rate at the lease commencement date are included in the measurement of right-of-use assets and lease liabilities at the lease commencement date. Rent payments that vary based on the outcome of future indices, rates, or the Company’s revenues are expensed in the period incurred.

 

The Company has previously elected the practical expedient to not separate lease and non-lease components. The Company’s non-lease components are primarily related to property maintenance, which varies based on future outcomes, and thus is recognized in rent expense when incurred. In addition, the Company elected to exclude short-term leases, or leases with a term of 12 months or less that do not contain a purchase option that the Company is reasonably certain to exercise, from the right-of-use asset and lease liability balances.

 

Sale Leaseback Transactions

 

The Company accounts for a transaction as a sale of an asset and a leaseback of that asset only if the buyer-lessor obtains control of the asset in accordance with the provisions of ASC 606, Revenue from Contracts with Customers (Topic 606). In these circumstances, the Company (as the seller-lessee) derecognizes the carrying amount of the asset, recognizes the transaction price for the sale, and accounts for the lease in accordance with Topic 842. When a sale and leaseback transaction does not qualify for sale accounting, the Company does not derecognize the underlying asset and accounts for the transaction as a financing obligation.

 

Debt Issuance Costs

 

Debt issuance costs relate to the Company’s debt instruments. These costs are reflected as a deduction from the carrying amount of the related debt instrument, with the exception of the Company’s Revolving Credit Facility, for which debt issuance costs are reflected as a current asset following repayment in full of the amount drawn under the facility during the fiscal year ended January 2, 2022. Debt issuance costs are deferred and amortized over the term of the related debt instrument using the effective interest method. As of December 29, 2024 and December 31, 2023, these costs totaled $8 million (including $1 million presented within prepaid expenses and other current assets) and $11 million (including $1 million presented within prepaid expenses and other current assets), respectively. Amortization expense associated with debt issuance costs (excluding write-offs recognized upon extinguishment of

debt), which is included within interest expense, net, totaled $3 million, $3 million, and $4 million for the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023, respectively.

 

Fair Value Measurements

 

The Company has various financial instruments measured at fair value on a periodic basis for disclosure purposes. See Note 12, Fair Value Measurements, for further information. The Company also applies the fair value measurement framework to various nonrecurring measurements for its financial and nonfinancial assets and liabilities.

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date (an exit price). The Company uses the three-level valuation hierarchy for classification of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability and may be considered observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized below.

Level 1 Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 Valuation is based upon quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument.

Level 3 Valuation is based upon other unobservable inputs that are significant to the fair value measurement.

 

The classification of assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement in its entirety. Proper classification of fair value measurements within the valuation hierarchy is considered each reporting period. The use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts.

 

Revenue Recognition

 

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account for purposes of recognizing revenue. The majority of the Company’s contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct. There is no variable consideration or obligations for returns or refunds, and no other related obligations in the Company’s contracts.

 

Payment terms and conditions vary by contract type and may include a requirement of payment typically up to 60 days (as described further below). In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts do not include a significant financing component.

 

The Company’s revenues are primarily derived from the following sources and are recognized when or as the Company satisfies a performance obligation by transferring a good or service to a customer.

 

Membership Revenues

 

Membership revenues are comprised of annual membership fees and one-time initial registration fees.

 

Memberships are offered on an annual basis for access to Houses or to Soho Works locations. Annual membership fees are paid annually, quarterly or monthly and are deferred and recognized over the term to which the payment relates. Revenue is measured based on the amount invoiced for the member’s annual membership fee. The current portion of deferred revenue relates primarily to annual membership fees. There is no non-current deferred revenue relating to annual membership fees.

 

One-time registration fees are non-refundable and are invoiced to the member on their acceptance of membership. Such registration fees are recognized as non-current deferred revenue upon payment, and are recognized as revenue over the estimated average membership life of 20 years. Registration fees of $2 million, $2 million, and $2 million were recognized as revenue in the fiscal years

ended December 29, 2024, December 31, 2023, and January 1, 2023 respectively. As of December 29, 2024 and December 31, 2023, current deferred revenue related to one-time registration fees totaled $2 million and $2 million, respectively, and non-current deferred revenue related to such fees totaled $24 million and $30 million, respectively.

 

House Introduction Credits

 

New members admitted on or after April 4, 2022 are required, in the majority of regions we operate, to purchase House Introduction Credits ("House Introduction Credits") as part of their membership, instead of one-time registration fees. House Introduction Credits are credits of an equivalent value to cash within Houses and are redeemable against purchases of food and beverage items and bedroom stays at the Houses. House Introduction Credits expire after 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, which is generally a period of three months, or earlier in the period when we are able to reliably estimate expected breakage to the extent that they are unredeemed and further redemption is deemed remote.

 

In-House Revenues

 

In-House revenues represent all revenues generated within our Houses and primarily include revenues from food and beverage, accommodation, and spa products and treatments.

 

Revenue from food and beverage sales in the Company’s Houses is measured based on the amount invoiced for food and beverage purchased by the customer. Revenues are recognized when the goods are consumed. Payment is collected from the customer at the same time as the performance obligation is satisfied and, therefore, there are no material receivables, contract assets or contract liabilities related to food and beverage sales.

 

Hotel accommodation revenue is recognized when the rooms are occupied. Revenue is measured based on the amount invoiced for the room as specified in the contract when the room booking is made. Deposits received in advance of the hotel accommodation are deferred as contract liabilities and recognized as revenue when the customer occupies the room. As of December 29, 2024 and December 31, 2023, advance deposits of $12 million and $13 million, respectively, were recorded as accrued liabilities on the consolidated balance sheets.

 

Retail sales represent sales of goods and services, including from spas and cinema properties. Revenue from these transactions is recognized at the point in time when the goods and services have been delivered or rendered. Sales made online include shipping revenue and are recognized on dispatch to the customer. Payment terms with respect to retail sales and wholesale sales range from immediate payment at point of sale up to approximately 60 days. Amounts invoiced to customers for completed sales are recorded within accounts receivable on the consolidated balance sheets.

 

Other Revenues

 

Other revenues include all revenues that are not generated within our Houses. This includes revenues from Scorpios, Soho Works and our stand-alone restaurants, procurement fees from Soho House Design ("SHD"), Soho Home and Cowshed retail products and other revenues from products and services that we provide outside of our Houses, as well as management fees from The Ned and The LINE and Saguaro hotels. For further information regarding the Company’s management agreement with The Ned, refer to Note 3, Consolidated Variable Interest Entities.

 

Revenue recognized from Soho House Design totaled $7 million, $10 million, and $22 million for the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023, respectively. Some of SHD’s design services are provided as part of the Company’s in-house development activities, including to certain related parties as described in Note 19, Related Party Transactions. The percentage of Soho House Design revenues relating to design contracts from unaffiliated third parties was 70%, 85% and 41% during the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023 respectively.

 

Design contracts consist of a single performance obligation which is satisfied over time as the design and build work is completed and verified by third party contractors against specified contract milestones (output method of progress). The Company invoices for the work completed in accordance with the payment terms of the customer’s contract.

 

Sponsorship income, also referred to as partnership income, is recognized upon the successful completion of the related event. Food and beverage sales from restaurants not located in one of the Company’s Houses or hotels are recognized in a manner similar to In-House food and beverage sales, as previously described.

 

Practical Expedients

 

The Company applies the practical expedient not to disclose the amount of the transaction price allocated to the remaining performance obligations and an explanation of when the Company expects to recognize that amount as revenue. In addition, the Company applies the practical expedient and does not disclose information about remaining performance obligations for contracts that have original expected durations of one year or less.

 

In-House Operating Expenses and Other Operating Expenses

 

In-House operating expenses represent the cost of sales of our In-House revenues and consist primarily of the cost of food and beverage products, employee-related costs for In-House staff members, rent expense, and utility costs. Other operating expenses represent the cost of sales of our Other revenues and consist primarily of the cost of retail products, food and beverage product costs associated with non-House restaurant operations, and employee-related costs for non-House staff members.

 

Government Grants

 

Government grants are recognized when there is reasonable assurance that cash will be received and that conditions attached to the grant have been met. Where the grant relates to reimbursement of specific costs that have been incurred, the grant is presented as a reduction of that specific expense. During the fiscal year ended December 29, 2024, government grants totaled $3 million and were presented as a reduction of payroll expenses within In-House operating expenses ($2 million) on the consolidated statements of operations. In addition, during the fiscal year ended December 29, 2024 government grants of less than $1 million were included within In-House revenues.

 

Government grants totaled $5 million during the fiscal year ended December 31, 2023 and are presented as a reduction of payroll expenses within In-House operating expenses ($2 million) and other operating expenses ($1 million) on the consolidated statements of operations. In addition, during the fiscal year ended December 31, 2023 government grants of $2 million were included within In-House revenues. During the fiscal year ended January 1, 2023, government grants totaled $5 million and were presented as a reduction of payroll expenses within In-House operating expenses ($5 million), other operating expenses (less than $1 million) on the consolidated statements of operations.

 

Interest Expense

 

Interest expense is charged to the consolidated statements of operations over the term of the debt such that the amount charged is at a constant rate on the carrying amount (i.e., using the effective interest method). Interest expense includes the amortization of debt issuance costs, which are initially recognized as a reduction in the proceeds of the associated debt instrument, and interest expense on finance leases.

 

Business Interruption and Other Insurance Claims

 

The Company maintains insurance policies to cover business interruption and property damage with terms that it believes to be adequate and appropriate. When the Company receives proceeds from the insurance claim in connection with property damage, which reimburses the replacement cost for repair or replacement of damaged assets, the proceeds are recognized as a reduction against the value of the assets written off. Business interruption proceeds which reimburse the time-element of actual costs and lost profits following damage to property are recognized as non-operating income. Business interruption proceeds related to the cost to expedite repairs, retention pay to workers temporarily displaced, and additional expenses to stay in business following damage to property are recognized as a reduction of the related expense line item. If there are any outstanding receivables in respect of insurance recoveries, they are recognized only when the Company deems collection to be virtually certain.

 

Income Taxes

 

Significant judgment is involved in determining the provision for income taxes. There are certain transactions for which the ultimate tax determination is unclear due to uncertainty in the ordinary course of business. The Company recognizes tax liabilities based on its

assessment of whether its tax return positions are supportable, and more likely than not to be sustained, based on the technical merits and assuming the position will be examined by the relevant taxing authority that has full knowledge of all relevant information. Where the Company has determined that its tax return filing position does not satisfy the more likely than not recognition threshold, the Company will record an uncertain tax position. Each period the Company assesses uncertain tax positions for recognition, measurement and effective settlement. The Company recognizes accrued interest and penalties for any unrecognized tax benefits as a component of income tax (benefit) expense.

 

Income tax (benefit) expense consists of taxes currently payable and changes in deferred tax assets and liabilities calculated according to local tax rules. Deferred tax assets and liabilities are based on temporary differences that arise between carrying values of assets and liabilities used for financial reporting purposes and amounts used for taxation purposes and the future tax benefits of tax loss carry forwards. A deferred tax asset is recognized only to the extent that it is more likely than not that future taxable profits will be available against which the asset can be utilized.

 

Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, management considers all available evidence for each jurisdiction, including past operating results, estimates of future taxable income and the feasibility of ongoing tax planning strategies. In the event that the Company changes its determination as to the amount of deferred tax assets that can be realized, the Company will adjust its valuation allowance with a corresponding impact to income tax (benefit) expense in the period in which such determination is made.

 

The amount of deferred tax recognized in any period is based on tax rates enacted as of the balance sheet date. The impact of tax law changes is recognized in periods when the change is enacted. The Company classifies all deferred tax assets and liabilities, including any related valuation allowance, as non-current on the consolidated balance sheets.

 

Indirect Taxes

 

The Company remits sales, value added and other indirect taxes to various taxing jurisdictions as a result of revenue earned from the sale of products and services to customers. Specific sales tax rates applicable to the Company’s products and services vary by taxing jurisdiction. The Company records sales, value added and other indirect taxes as liabilities when incurred. Revenue is recognized net of sales, value added and other indirect taxes.

 

Foreign Currency and Operations

 

The functional currency is the currency of the primary economic environment in which an entity’s operations are conducted. The functional currency of the Company’s subsidiaries is generally the same as their local currency. The Company translates the financial statements of its subsidiaries into the presentation currency using exchange rates in effect on the balance sheet date for assets and liabilities and average exchange rates for the period for statement of operations accounts, with the difference recognized in accumulated other comprehensive (loss) income. The following exchange rates were used to translate the financial statements of the Company and its foreign subsidiaries into USD:

 

 

As of

 

December 29, 2024

 

December 31, 2023

Great Britain pound sterling

$

1.26

 

$

1.27

Canadian dollar

 

0.69

 

 

0.76

Euro

 

1.04

 

 

1.10

Hong Kong dollar

 

0.13

 

 

0.13

Israeli new shekel

 

0.27

 

 

0.28

Danish krone

 

0.14

 

 

0.15

Swedish krona

 

0.09

 

 

0.10

Mexican peso

 

0.05

 

 

0.06

Qatari riyal

 

0.27

 

 

0.27

Thai baht

 

0.03

 

 

0.03

Brazilian real

 

0.16

 

 

0.21

Turkish lira

 

0.03

 

 

N/A

 

 

For the Fiscal Year Ended

 

December 29, 2024

 

December 31, 2023

 

January 1, 2023

Great Britain pound sterling

$

1.28

 

$

1.24

 

$

1.23

Canadian dollar

 

0.73

 

 

0.74

 

 

0.77

Euro

 

1.08

 

 

1.08

 

 

1.05

Hong Kong dollar

 

0.13

 

 

0.13

 

 

0.13

Israeli new shekel

 

0.27

 

 

0.27

 

 

0.30

Danish krone

 

0.14

 

 

0.15

 

 

0.14

Swedish krona

 

0.09

 

 

0.09

 

 

0.10

Mexican peso

 

0.05

 

 

0.06

 

 

0.05

Qatari riyal

 

0.27

 

 

0.27

 

 

0.28

Thai baht

 

0.03

 

 

0.03

 

 

N/A

Brazilian real

 

0.19

 

 

0.20

 

 

N/A

Turkish lira

 

0.02

 

 

N/A

 

 

N/A

 

Foreign currency transaction gains and losses are included in other in the consolidated statements of operations. The Company recorded foreign currency transaction net loss of $23 million, net gain of $36 million, and net losses of $70 million during the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, respectively.

 

Pre-Opening Expenses

 

Pre-opening expenses include costs associated with the acquisition, opening, conversion and initial setup of new and converted sites, including rent, overhead expenses, pre-opening marketing and incremental wages to support the “ramp up” period of time to support the site in the initial period following opening. Expenses may also be included for unopened or partially opened sites, which, from time to time, may be over an extended time period if there are delays in site opening or the original requirements and planned usage of the site changes. These costs are expensed as incurred and are included in pre-opening expenses in the consolidated statements of operations. The entire balance of these costs is related to pre-opening and related activities for our sites in each of the periods presented.

 

Share-Based Compensation

 

Share-based compensation is measured at the estimated fair value of the award on the grant date and recognized as an expense on a straight-line basis over the vesting period of the award. The Company does not reduce share-based compensation for an estimate of forfeitures and will account for forfeitures when they occur. In order to determine the grant date fair value of awards granted prior to IPO, the Company applied the Black-Scholes option-pricing valuation model. The determination of fair value of these awards is subjective and involves estimates and assumptions including expected term of the awards, volatility of the Company’s shares, expected dividend yield, and the risk-free rate. The Company uses the closing stock price on the date of grant to determine the grant date fair value for restricted stock units ("RSUs") and performance stock units ("PSUs").

 

Share-based compensation expense is recorded within general and administrative expense in the consolidated statements of operations. See Note 13, Share-Based Compensation, for additional information.

 

Limited reorganization of support and operations functions


During the fiscal year ended December 29, 2024, the Company engaged in a limited reorganization of its support and operations functions following a change in the Company’s senior leadership. This resulted in the termination of employees in our support and operations teams. The amount recognized as an expense in fiscal year ended December 29, 2024, in other expenses, net, was $7 million. This obligation has been settled as of December 29, 2024.

 

Net Loss per Share

 

The Company computes net loss per share using the two-class method. As the liquidation and dividend rights are identical, the undistributed earnings or losses are allocated on a proportionate basis to each class of common stock, and the resulting basic and diluted loss per share attributable to common stockholders are therefore the same for Class A common stock and Class B common

stock. Basic loss per share is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted loss per share is based on the weighted-average number of common shares outstanding for the period and respective share equivalents outstanding at the end of the period, unless the effect is anti-dilutive. An anti-dilutive impact is a reduction in net loss per share resulting from the conversion, exercise, or contingent issuance of certain securities. Since the Company had net losses for all the periods presented, basic and diluted loss per share are the same, and additional potential common shares have been excluded as their effect would be anti-dilutive.

 

Commitments and Contingencies

 

The Company is subject to loss contingencies that arise out of operations in the normal course of business. Periodically, the Company reviews the status of each significant matter and assesses the potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable, and the amount can be reliably estimated, such amount is recognized in other liabilities on the consolidated balance sheets.

 

Contingent liabilities are measured at the Company’s best estimate of the expenditure required to settle the obligation as of the end of the reporting period. If there is no best estimate, an amount is recorded for the lowest amount of the range of potential outcomes. Refer to Note 15, Commitments and Contingencies, for more information.

 

Recently Adopted Standards

In June 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The Company adopted ASU 2020-06 effective January 1, 2024 on a prospective basis. The adoption of ASU 2020-06 did not have a material effect on the Company’s consolidated financial statements and related disclosures.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers. The Company adopted ASU 2024-02 effective January 1, 2024 on a prospective basis. The adoption of ASU 2024-02 did not have a material effect on the Company’s consolidated financial statements and related disclosures as no business combination transactions have taken place since the Company adopted ASU 2024-02.

In August 2023, the FASB issues ASU 2023-02, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. The ASU permits reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. The Company adopted ASU 2023-02 in Q1 2024. The adoption of ASU 2023-02 did not have a material effect on the Company’s consolidated financial statements and related disclosures.

In November 2023, the FASB issued ASU No 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. The Company adopted ASU 2020-06 during the fiscal year ended December 29, 2024 on a retrospective basis, which resulted in additional segmental disclosures. For additional information see Note 18 - Segments.

 

Future Accounting Standards

 

In May 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60), which requires a joint venture to initially measure all contributions received upon its formation at fair value. This accounting will largely be consistent with ASC 805, Business Combinations, although there are some specific exceptions. The new guidance should be applied prospectively and is effective for all newly-formed joint venture entities with a formation date on or after January 1, 2025, with early adoption permitted. Joint ventures formed prior to the adoption date may elect to apply the new guidance retrospectively back to their original formation date. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

 

In October 2023, the FASB issued ASU No 2023-06, “Disclosure Agreements – Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”). ASU 2023-06 will align the disclosure and presentation requirements in the FASB Accounting Standards Codification with the SEC’s regulations. The amendments in ASU 2023-06 will be

applied prospectively and are effective when the SEC removes the related requirements from Regulations S-X or S-K. Any amendments the SEC does not remove by June 30, 2027 will not be effective. The Company’s is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU No 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 expands disclosures in the rate reconciliation and requires disclosure of income taxes paid by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025 or the interim period in which the Company loses emerging growth company status. Early adoption is permitted. ASU 2023-09 should be applied prospectively; however, retrospective application is permitted. The Company’s is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

In March 2024, the FASB issued ASU No 2024-01, "Compensation - Stock Compensation (Topic 718): Scope application for profits interest and similar awards" ("ASU 2024-01"). This update adds an illustrative example to demonstrate how an entity should apply the scope guidance to determine whether profits interest and similar awards ("profits interest awards") should be accounted for in accordance with Topic 718. ASU 2024-01 is effective for fiscal years beginning after December 15, 2025 or the interim period in which the Company loses emerging growth company status. Early adoption is permitted. ASU 2024-01 should be applied retrospectively to all prior periods presented in the financial statements or prospectively. The Company’s is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

 

In March 2024, the FASB issued ASU No 2024-02, “Codification Improvements - Amendments to Remove References to the Concepts Statements” (“ASU 2024-02”). ASU 2024-02 removes references to various Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. ASU 2024-02 is effective for fiscal years beginning after December 15, 2025 or the interim period in which the Company loses emerging growth company status. ASU 2024-02 can be applied prospectively or retrospectively. The Company’s is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures” ("ASU 2024-03"). ASU 2024-03 requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. ASU 2024-03 should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of ASU 2024-03 on its disclosures.
v3.25.1
Consolidated Variable Interest Entities
 12 Months Ended
Dec. 29, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Variable Interest Entities
3.
Consolidated Variable Interest Entities

 

The Company determined that it is the primary beneficiary of the following material variable interest entities (“VIEs”):

 

Ned-Soho House, LLP

 

The Ned-Soho House, LLP joint venture maintains a management agreement to operate The Ned in London, which is owned by unconsolidated related parties to the Company. Management fees are recognized in other revenues in the consolidated statements of operations. The Company has a greater economic interest in Ned Soho House, LLP as compared to its related party venture partner and therefore the Company is determined to be the primary beneficiary.

 

Soho Works Limited

 

The Soho Works Limited (“SWL”) joint venture develops and operates Soho-branded, membership-based co-working spaces, with four sites currently in operation in the UK. The joint venture agreement relates to the UK only. The joint venture was formed on September 29, 2017 when the Company granted to two unrelated individuals an option to subscribe for 30% of the issued shares of SWL. The option has not yet been exercised and, consequently, the Company has 100% economic interest in SWL. Upon exercise of the option, the Company would have 70% economic interest in SWL. The options carry voting rights such that the Company and other joint venture partners each hold 50% of the voting rights in respect of shareholder resolutions and certain reserved matters as defined in the joint venture agreement. The Company is determined to be the primary beneficiary because it has the power to direct all significant activities of the joint venture.

 

The following table summarizes the carrying amounts and classification of the consolidated VIEs’ assets and liabilities included in the consolidated balance sheets. The obligations of the consolidated VIEs are non-recourse to the Company, and the assets of the VIEs can be used only to settle those obligations.

 

 

As of

 

(in thousands)

December 29, 2024

 

 

December 31, 2023
(As Revised)

 

Cash and cash equivalents

$

2,528

 

 

$

6,482

 

Accounts receivable

 

12,082

 

 

 

4,530

 

Inventories

 

4

 

 

 

15

 

Prepaid expenses and other current assets

 

5,380

 

 

 

3,354

 

Total current assets

 

19,994

 

 

 

14,381

 

Property and equipment, net

 

25,268

 

 

 

29,001

 

Operating lease assets

 

95,618

 

 

 

103,146

 

Other intangible assets, net

 

251

 

 

 

314

 

Other non-current assets

 

189

 

 

 

7,443

 

Total assets

 

141,320

 

 

 

154,285

 

Accounts payable

 

1,899

 

 

 

1,070

 

Accrued liabilities

 

7,072

 

 

 

4,050

 

Indirect and employee taxes payable

 

1,918

 

 

 

1,231

 

Current portion of debt, net of debt issuance costs

 

28,710

 

 

 

27,715

 

Current portion of operating lease liabilities - sites trading more than one year

 

6,689

 

 

 

6,250

 

Other current liabilities

 

210

 

 

 

6,770

 

Total current liabilities

 

46,498

 

 

 

47,086

 

Operating lease liabilities, net of current portion - sites trading more than one year

 

107,838

 

 

 

116,251

 

Total liabilities

 

154,336

 

 

 

163,337

 

Net assets (liabilities)

$

(13,016

)

 

$

(9,052

)
v3.25.1
Equity Method Investments
 12 Months Ended
Dec. 29, 2024
Equity Method Investments and Joint Ventures [Abstract]  
Equity Method Investments
4.
Equity Method Investments

 

The Company maintains a portfolio of equity method investments owned through noncontrolling interests in investments with one or more partners. During Fiscal 2024 the Company received a payment of capital of $11 million from its Mimea XXI, S.L.U. joint venture which operates Soho House Barcelona (Spain). Equity method investment ownership interests in each of the periods presented in these consolidated financial statements are as follows:

 

 

Ownership Interest (Percentage)

 

Equity Method Investment*

December 29, 2024

 

 

December 31, 2023

 

 

January 1, 2023

 

Soho House Toronto (House)**

 

 

 

 

 

 

 

 

Soho House Toronto Partnership

 

50

 

 

 

50

 

 

 

50

 

139 Ludlow Street New York (Property)

 

 

 

 

 

 

 

 

139 Ludlow Acquisition, LLC

 

33.3

 

 

 

33.3

 

 

 

33.3

 

56-60 Redchurch Street, London (Property and Hotel)**

 

 

 

 

 

 

 

 

Raycliff Red LLP

 

50

 

 

 

50

 

 

 

50

 

Raycliff Shoreditch Holdings LLP

 

50

 

 

 

50

 

 

 

50

 

Redchurch Partner Limited

 

50

 

 

 

50

 

 

 

50

 

Soho House Barcelona (Property and House)

 

 

 

 

 

 

 

 

Mimea XXI S.L.

 

50

 

 

 

50

 

 

 

50

 

Mirador Barcel S.L.

 

50

 

 

 

50

 

 

 

50

 

Little Beach House Barcelona S.L.

 

50

 

 

 

50

 

 

 

50

 

Soho Beach House Canouan (House)

 

 

 

 

 

 

 

 

Soho Beach House Canouan Limited

 

20

 

 

 

20

 

 

 

20

 

 

*The Company owns 50% of Store Berlin and suspended application of the equity method of accounting for Store Berlin as of January 2, 2022, due to the £1 investment balance and given SHCO is not obligated to provide for Store Berlin’s losses, has not guaranteed its obligations, nor otherwise committed to provide financial support.

 

**Under applicable guidance for VIEs, the Company determined that its investments in Soho House Toronto Partnership ("Soho House Toronto") and the entities comprising 56-60 Redchurch Street, London are VIEs. Soho House Toronto owns and operates a House located in Toronto, while 56-60 Redchurch Street, London provides additional members’ accommodation capacity for Shoreditch House in London.

 

Toronto Joint Venture

 

On March 28, 2012, the Company and two unrelated investors (“Toronto Partners”) formed Soho House Toronto to establish and operate a house in Toronto, Canada. The Company is responsible for managing the development and operations of the property with key operating decisions requiring joint approval with the Toronto Partners. The Company owns a 50% interest and each of the Toronto Partners owns a 25% interest in Soho House Toronto. Each investor is entitled to a share of the profits or losses of Soho House Toronto in proportion to their respective ownership percentage. As part of the original agreement, the Toronto Partners received a put option to sell their interest in Soho House Toronto to the Company at fair value and the Company received a call option to purchase the Toronto Partners' interests at fair value. As of 2015, certain restrictions expired and the put and call options are exercisable. As of December 29, 2024, no options have been exercised.

 

Soho House Toronto entered into a 10-year lease agreement with a landlord to lease the Soho House Toronto property. This lease was extended for an additional 5 years in Fiscal 2022. A subsidiary of the Company provided a guarantee to the landlord for Soho House Toronto's rental liabilities.

 

56-60 Redchurch Street, London Joint Venture

 

On July 6, 2015, the Company and an unrelated investor (“Raycliff Partner”) formed Raycliff Red LLP (“Club Row Rooms”) to develop and operate a hotel at 58-60 Redchurch Street intended to provide additional members’ accommodation to the nearby Shoreditch House in London. This was later extended to include 56 Redchurch Street under the same terms. The Company is responsible for managing the operations of the property and the Raycliff Partner is responsible for managing the building. Each partner has a 50% interest in Club Row Rooms through equal ownership of B units. The Raycliff Partner owns all A units. All profits and losses from operations are shared between parties based on their respective ownership of B units. Distributions from cash flows not generated from operations are first allocated to holders of A units (for an amount of up to £500,000), with the remainder distributed to holders of B units in proportion to their holdings. Under a hotel management agreement and restaurant management agreement between the Company and Club Row Rooms, the Company also receives a 2.5% management fee in return for managing the hotel operations and a 3.5% management fee in return for managing the restaurant operations of the property. The amounts received to date under this agreement are immaterial. Club Row Rooms, which owns the rights to the property, financed the development of the property through third-party debt. The Company has entered into a security arrangement with the bank in relation to this debt (see Note 15, Commitments and Contingencies).

The Raycliff Partner holds a put option which requires the Company to purchase all the Raycliff Partner’s interest at fair value in the event the Company ceases to own a controlling interest in the nearby Shoreditch House. As of December 29, 2024, the put option has not been triggered.

 

The Company concluded that it is not the primary beneficiary of the Soho House Toronto or 56-60 Redchurch Street, London VIEs in any of the periods presented, as its joint venture partners have the power to participate in making decisions related to the majority of significant activities of each investee. Accordingly, the Company concluded that application of the equity method of accounting is appropriate for these investees.

 

Summarized Financial Information

 

The following tables present summarized financial information for all unconsolidated equity method investees. The Company’s maximum exposure to losses related to its equity method investments is limited to its ownership interests as well as certain guarantees as described in Note 15, Commitments and Contingencies.

 

 

 

For the Fiscal Year Ended (1)

 

(in thousands)

 

December 29, 2024

 

 

December 31, 2023

 

 

January 1, 2023

 

Revenues

 

$

53,117

 

 

$

51,826

 

 

$

45,274

 

Operating income (loss)

 

 

18,475

 

 

 

9,149

 

 

 

7,131

 

Net income (loss)(2)

 

 

10,100

 

 

 

2,801

 

 

 

3,133

 

 

(1)
Excludes amounts related to Store Berlin, as the Company discontinued applying the equity method of accounting.
(2)
The net income (loss) shown above relates entirely to continuing operations.

 

 

 

As of (1)

 

(in thousands)

 

December 29, 2024

 

 

December 31, 2023
(As Revised)

 

Current assets

 

$

25,428

 

 

$

46,771

 

Non-current assets

 

 

156,648

 

 

 

134,264

 

Total assets

 

 

182,076

 

 

 

181,035

 

Current liabilities

 

 

11,114

 

 

 

12,018

 

Non-current liabilities

 

 

136,618

 

 

 

138,834

 

Total liabilities

 

 

147,732

 

 

 

150,852

 

Net assets

 

$

34,344

 

 

$

30,183

 

 

(1)
Excludes amounts related to Store Berlin, as the Company discontinued applying the equity method of accounting.
v3.25.1
Leases
 12 Months Ended
Dec. 29, 2024
Leases [Abstract]  
Leases
5.
Leases

 

The Company has entered into various lease agreements for its Houses, hotels, restaurants, spas and other properties across the Americas, Europe, and Asia. Additionally, the Company entered into 10 equipment leases during 2024. The Company’s material leases have reasonably assured lease terms ranging from 1 year to 30 years for operating leases and 50 years for finance leases. Certain operating leases provide the Company with multiple renewal options that generally range from 5 years to 10 years, with rent payments on renewal based on a predetermined annual increase or market rates at the time of exercise of the renewal. The Company has 3 material finance leases with 25 year renewal options, with rent payments on renewal based on upward changes in inflation rates. As of December 29, 2024, the Company recognized right-of-use assets and lease liabilities for 170 operating leases and 3 finance leases. When recognizing right-of-use assets and lease liabilities, the Company includes certain renewal options where the Company is reasonably assured to exercise the renewal option.

 

The Company reviews long-lived assets for impairment when changes in circumstances indicate that the asset's carrying value may not be recoverable. During Fiscal 2024 and Fiscal 2023, the Company performed recoverability tests for certain asset groups using the undiscounted cash flows approach. Significant judgment is involved in determining the assumptions used in estimating future cash flows, including projected revenue growth, operating margins, economic conditions and changes in the operating environment. Changes in these assumptions could have a significant impact on the recoverability of the asset and may result in additional impairment charges. The Company believes that the expected future operating results will not be sufficient for the Company to fully recover its long-lived asset investment in certain asset groups. Based on the assessments, certain stand-alone sites failed the recoverability tests resulting in an aggregate impairment loss of $14 million and $48 million comprised of $11 million and $32 million in respect of Operating lease assets and $3 million and $16 million of Property and equipment, net for the fiscal years December 29, 2024 and December 31, 2023, respectively. The $14 million and $48 million impairment is reported within loss on impairment of long-lived assets on the consolidated statement of operations for the year ended December 29, 2024 and December 31, 2023, respectively.

 

The maturity of the Company’s operating and finance lease liabilities as of December 29, 2024 is as follows:

 

(in thousands)
Fiscal year ended

 

Operating
Leases

 

 

Finance
Leases

 

Undiscounted lease payments

 

 

 

 

 

 

2025

 

$

159,442

 

 

$

6,067

 

2026

 

 

160,843

 

 

 

5,991

 

2027

 

 

153,657

 

 

 

5,969

 

2028

 

 

153,033

 

 

 

5,922

 

2029

 

 

154,262

 

 

 

5,922

 

Thereafter

 

 

1,620,300

 

 

 

204,827

 

Total undiscounted lease payments

 

 

2,401,537

 

 

 

234,698

 

Present value adjustment

 

 

(1,043,370

)

 

 

(157,443

)

Total net lease liabilities

 

$

1,358,167

 

 

$

77,255

 

 

Certain lease agreements include variable lease payments that, in the future, will vary based on changes in the local inflation rates, market rate rents, or business revenues of the leased premises.

 

Gross straight-line rent expense recognized as part of in-House operating expenses for operating leases was $162 million, $144 million, and $133 million for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023 respectively. Variable lease payments recognized as part of In-House operating expense for operating leases were $23 million, $21 million, and $20 million for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, respectively, including non-lease components such as common area maintenance fees. Sublease income is netted against in-House operating expenses for operating leases of $7 million, $6 million and $1 million for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, respectively.

 

For the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023 the Company recognized amortization expense related to the right-of-use asset for finance leases of $2 million, $2 million, and $2 million respectively, and interest expense related to finance leases of $6 million, $7 million, and $5 million respectively. There were $2 million, $1 million and $1 million material variable lease payments for finance leases for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, respectively.

 

New Houses typically have a maturation profile that commences sometime after the lease commencement date used in the determination of the lease accounting in accordance with Topic 842. The consolidated balance sheets set out the operating lease liabilities split between sites trading less than one year and sites trading more than one year. “Sites trading less than one year” and “sites trading more than one year” reference sites that have been open (as measured from the date the site first accepted a paying guest) for a period less than one year from the balance sheet date and those that have been open for a period longer than one year from the balance sheet date.

The Company currently leases four properties from related parties as described in Note 19, Related Party Transactions. The four properties, as of December 29, 2024 and eight properties, as of December 31, 2023 have a combined right-of-use asset of $26 million and $192 million reported within “Operating lease assets” in the consolidated balance sheets as of December 29, 2024 and December 31, 2023, respectively. The related combined short term lease liability amounts to $3 million and $6 million reported within “Current portion of operating lease liabilities - sites trading more than one year” as of December 29, 2024 and December 31, 2023. The related combined long term lease liability amounts to $34 million and $225 million reported in “Operating lease liabilities, net of current portion - sites trading more than one year” as of December 29, 2024 and December 31, 2023, respectively. The straight-line rent recorded within “In-house operating expenses” associated with the seven leases that were related parties during the year, as December 29, 2024, and eight, as of December 31, 2023, related party leases amount to $22 million, $23 million and $17 million for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023.

 

The following information represents supplemental disclosure for the statement of cash flows related to operating and finance leases:

 

 

 

For the Fiscal Year Ended

 

(in thousands)

 

December 29, 2024

 

 

December 31, 2023

 

 

January 1, 2023

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

(156,192

)

 

$

(137,856

)

 

$

(118,269

)

Interest payments for finance leases

 

 

(5,604

)

 

 

(6,444

)

 

 

(5,002

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Principal payments for finance leases

 

$

(383

)

 

$

(407

)

 

$

(528

)

Supplemental disclosures of non-cash investing and financing activities:

 

 

 

 

 

 

 

 

 

Operating lease assets obtained in exchange for new operating lease liabilities

 

$

75,039

 

 

$

124,779

 

 

$

133,743

 

Acquisitions of property and equipment under finance leases

 

 

179

 

 

 

33

 

 

 

12,315

 

 

The following summarizes additional information related to operating and finance leases:

 

 

 

As of

 

 

December 29, 2024

 

December 31, 2023

Weighted-average remaining lease term

 

 

 

 

Finance leases

 

41 years

 

42 years

Operating leases

 

16 years

 

16 years

Weighted-average discount rate

 

 

 

 

Finance leases

 

7.29%

 

7.29%

Operating leases

 

7.93%

 

7.89%

 

As of December 29, 2024, the Company has entered into 11 operating lease agreements that are signed but have not commenced. Of these, 8 relate to Houses, hotels, restaurants, and other properties that are in various stages of construction by the Landlord. The Company will determine the classification as of the lease commencement date, but currently expects these under construction leases to be operating leases. SHD is involved to varying degrees in the design of these leased properties under construction. For certain of these leases, the SHD team is acting as the construction manager on behalf of the landlord. The Company does not control the underlying assets under construction. Pending significant completion of all landlord improvements and final execution of the related lease, the Company expects these leases to commence in fiscal years ending 2025, 2026, 2027 and 2028. The Company estimates the total undiscounted lease payments for the leases commencing in fiscal years 2025, 2026, 2027 and 2028 will be $147 million, $251 million, $318 million and $320 million, respectively, with weighted-average expected lease terms of 20 years, 24 years, 19 years and 15 years for 2025, 2026, 2027 and 2028, respectively.

 

The following summarizes the Company’s estimated future undiscounted lease payments for current leases signed but not commenced, including properties where the SHD team is acting as the construction manager:

 

(in thousands)

 

Operating
Leases Under

 

Fiscal year ended

 

Construction

 

Estimated total undiscounted lease payments

 

 

 

2025

 

$

1,057

 

2026

 

 

7,802

 

2027

 

 

11,836

 

2028

 

 

40,021

 

2029

 

 

48,767

 

Thereafter

 

 

926,489

 

Total undiscounted lease payments expected for leases signed but not commenced

 

$

1,035,972

 

 

Financing Obligation

 

In April 2017, the Company entered into an agreement to sell a property in downtown Los Angeles (“DTLA property”) for $30 million with $9 million contingently held back by the buyer. The Company simultaneously entered into an agreement to lease the land and building back from the buyer. As an incentive to enter the lease, the buyer committed to provide an additional $59 million of funding towards the development of the property, which included the contingent proceeds held back upon the sale. This lease

agreement has an original lease term of 20 years, with two 10-year renewal options. The lease payments for the original lease term and both renewal options, if exercised, are $6.4 million per year, adjusted upward for local inflation rates that will not be less than 2% increase per year.

 

The Company determined that the buyer/lessor did not obtain control of the property after the sale and will not obtain control throughout the construction period and subsequent leaseback period. Therefore, the transaction is accounted for as a financing obligation, and the Company will continue to recognize the building on its consolidated balance sheets. The Company also recognized a financing obligation for any funding received from the buyer/lessor along with accrued interest over the construction period. There was no current portion of the financing obligation as of December 29, 2024 and December 31, 2023. The non-current portion of the financing obligation was $77 million and $77 million as of December 29, 2024 and December 31, 2023, respectively.

 

Costs incurred related to the development of the property were capitalized as incurred as a component of construction in progress. At the end of September 2019, the construction was complete and the property opened for business. Upon completion of construction, the balance of construction in progress was reclassified to depreciable asset classes within property and equipment, net. After the completion of construction, the Company expenses interest using the effective interest method in the period incurred. As of December 29, 2024 and December 31, 2023, the Company has capitalized $81 million and $83 million, respectively, pertaining to the DTLA property.

 

The following information represents supplemental disclosure for the statement of cash flows related to the financing obligation for the DTLA property:

 

 

For the Fiscal Year Ended

 

(in thousands)

December 29, 2024

 

 

December 31, 2023

 

 

January 1, 2023

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

Interest payments for financing obligation

$

 

(7,172

)

 

$

 

(7,031

)

 

$

 

(6,894

)

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

 

Capitalized interest

$

 

—

 

 

$

 

—

 

 

$

 

—

 

Purchase of property and equipment

 

 

—

 

 

 

 

—

 

 

 

 

—

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

 

Principal payments on financing obligation

$

 

—

 

 

$

 

—

 

 

$

 

(1,578

)

 

The following summarizes the Company's future undiscounted lease payments for the DTLA property:

 

(in thousands)

Financing Obligation

 

Fiscal year ended

 

 

Undiscounted lease payments

 

 

2025

$

7,316

 

2026

 

7,462

 

2027

 

7,611

 

2028

 

7,763

 

2029

 

7,919

 

Thereafter

 

100,760

 

Total undiscounted lease payments

 

138,831

 

Present value adjustment

 

61,931

 

Total net financing obligation

$

76,900

 
v3.25.1
Revenue Recognition
 12 Months Ended
Dec. 29, 2024
Revenue Recognition [Abstract]  
Revenue Recognition
6.
Revenue Recognition

 

Disaggregated revenue disclosures for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023 are included in Note 18, Segments.

 

Revenue from membership fees, legacy one-time registration fees, house introduction credits and build-out contracts are the primary arrangements for which revenue is recognized over time. Revenue from these sources combined accounted for 35%, 32%, and 30% of the Company's revenue for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, respectively.

 

The following table includes estimated revenues expected to be recognized in the future related to performance obligations that were unsatisfied (or partially unsatisfied) at the end of the reporting period ending December 29, 2024.

 

(in thousands)

December 29, 2024

 

 

Future periods

 

Membership, registration fees, and House Introduction Credits

$

109,271

 

 

$

23,697

 

Total future revenues

$

109,271

 

 

$

23,697

 

 

All consideration from contracts with customers is included in the amounts presented above.

 

The following table provides information about contract receivables, contract assets and contract liabilities from contracts with customers:

 

 

 

As of

 

(in thousands)

 

December 29, 2024

 

 

December 31, 2023
(As Revised)

 

Contract receivables

 

$

78,890

 

 

$

58,089

 

Contract assets

 

 

3,257

 

 

 

3,778

 

Contract liabilities

 

 

174,697

 

 

 

156,252

 

 

Contract receivables consist solely of Accounts receivable, net which is comprised of amounts due from customers and partners including amounts owed from sites operated under management contracts, amounts billed under design & build-out contracts and amounts due from retail wholesale partners.

Contract assets consist of accrued unbilled income related to design & build-out contracts and are recognized in prepaid expenses and other assets on the consolidated balance sheets. Refer to Note 7, Prepaid Expenses and Other Current Assets. All contract assets recognized as of January 1, 2023 of $10 million were billed to customers and transferred to receivables as of December 31, 2023. All contract assets as of December 31, 2023 of $4 million were billed to customers and transferred to receivables as of December 29, 2024.

 

Contract liabilities include deferred membership revenue, hotel deposits (which are presented in accrued liabilities on the consolidated balance sheets), and gift vouchers. Significant changes in contract liabilities balances during the period are as follows:

 

 

 

For the Fiscal Year Ended

 

(in thousands)

 

December 29, 2024

 

 

December 31, 2023
(As Revised)

 

 

January 1, 2023
(As Revised)

 

Opening balance

 

$

156,252

 

 

$

127,692

 

 

$

113,630

 

Revenue recognized that was included in the contract liability balance at the beginning of the period

 

 

(120,099

)

 

 

(81,667

)

 

 

(89,394

)

Increases due to cash received during the period

 

 

138,149

 

 

 

109,684

 

 

 

104,652

 

Foreign currency translation

 

 

395

 

 

 

543

 

 

 

(1,196

)

Closing balance

 

$

174,697

 

 

$

156,252

 

 

$

127,692

 

 

The Company recognized revenue relating to transactions with related parties totaling $20 million, $17 million and $33 million recorded within “Other revenues” in the consolidated statements of operations during the during fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, respectively. The Company recognized a receivable related to these transactions with related parties amounting to $31 million and $26 million recorded within "Accounts receivable, net" in the consolidated balance sheets as of December 29, 2024 and December 31, 2023. Refer to Note 19, Related Party Transactions, for further information.
v3.25.1
Prepaid Expenses and Other Current Assets
 12 Months Ended
Dec. 29, 2024
Prepaid Expense and Other Assets, Current [Abstract]  
Prepaid Expenses and Other Current Assets
7.
Prepaid Expenses and Other Current Assets

 

The table below presents the components of prepaid expenses and other current assets.

 

The Company recognized accrued revenue relating to transactions with related parties amounting to $1 million and $8 million recorded within "Prepaid expenses and other current assets" in the consolidated balance sheets as of December 29, 2024 and December 31, 2023. Refer to Note 19, Related Party Transactions, for further information.

 

 

 

As of

 

(in thousands)

 

December 29, 2024

 

 

December 31, 2023
(As Revised)

 

Amounts owed by equity method investees

 

$

2,379

 

 

$

1,323

 

Prepayments and accrued income

 

 

36,350

 

 

 

35,510

 

Contract assets

 

 

3,257

 

 

 

3,778

 

Inventory supplier advances

 

 

12,139

 

 

 

18,656

 

Other receivables

 

 

44,649

 

 

 

52,682

 

Total prepaid expenses and other current assets

 

$

98,774

 

 

$

111,949

 

 

Inventory supplier advances primarily relate to cash deposits paid to the Company's suppliers of furniture for its retail operation.

v3.25.1
Property and Equipment, Net
 12 Months Ended
Dec. 29, 2024
Property, Plant and Equipment [Abstract]  
Property and Equipment, Net
8.
Property and Equipment, Net

 

Property and equipment is comprised of the following:

 

 

 

As of

 

(in thousands)

 

December 29, 2024

 

 

December 31, 2023
(As Revised)

 

Land and buildings

 

$

210,788

 

 

$

210,753

 

Leasehold improvements

 

 

412,810

 

 

 

380,958

 

Fixtures and fittings

 

 

387,346

 

 

 

355,468

 

Office equipment and other

 

 

50,803

 

 

 

43,416

 

Construction in progress

 

 

31,276

 

 

 

35,810

 

Finance property lease

 

 

79,831

 

 

 

80,906

 

 

 

1,172,854

 

 

 

1,107,311

 

Less: Accumulated depreciation

 

 

(558,340

)

 

 

(471,875

)

Less: Accumulated impairment

 

 

(16,244

)

 

 

(14,048

)

 

$

598,270

 

 

$

621,388

 

 

The Company recorded depreciation expense of $77 million, $89 million, and $81 million in the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, respectively, which is included in depreciation and amortization in the accompanying consolidated statements of operations.

 

Additions totaled $69 million and $68 million during the fiscal years ended December 29, 2024 and December 31, 2023, respectively, and were primarily related to leasehold improvements and fixtures and fittings for existing sites and sites under development.

 

The Company reviews long-lived assets for impairment when changes in circumstances indicate that the asset's carrying value may not be recoverable. During Fiscal 2024 and Fiscal 2023, the Company performed recoverability tests for certain asset groups using the undiscounted cash flows approach. Based on the assessments, certain stand-alone sites failed the recoverability tests resulting in an aggregate impairment loss of $14 million and $48 million (comprised of $11 million and $32 million in respect of Operating lease assets and $3 million and $16 million of Property and equipment, net), of which $14 million and $39 million is in respect of Soho Works North America. The $14 million and $48 million impairments are included within loss on impairment of long-lived assets on the consolidated statement of operations for the fiscal years ended December 29, 2024 and December 31, 2023, respectively.

v3.25.1
Goodwill and Intangible Assets
 12 Months Ended
Dec. 29, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets
9.
Goodwill and Intangible Assets

 

A summary of goodwill for each of the Company’s applicable reportable segments from January 2, 2022 to December 29, 2024 is as follows:

 

(in thousands)

 

UK

 

 

The Americas

 

 

Europe and
RoW

 

 

Total

 

January 2, 2022

 

$

100,665

 

 

$

47,446

 

 

$

66,146

 

 

$

214,257

 

Foreign currency translation adjustment

 

 

(10,690

)

 

 

—

 

 

 

(3,921

)

 

 

(14,611

)

January 1, 2023

 

$

89,975

 

 

$

47,446

 

 

$

62,225

 

 

$

199,646

 

Foreign currency translation adjustment

 

 

4,684

 

 

 

—

 

 

 

1,955

 

 

 

6,639

 

December 31, 2023

 

$

94,659

 

 

$

47,446

 

 

$

64,180

 

 

$

206,285

 

Foreign currency translation adjustment

 

 

(1,205

)

 

 

—

 

 

 

(3,581

)

 

 

(4,786

)

Impairment charge

 

 

—

 

 

 

(2,043

)

 

 

(4,161

)

 

 

(6,204

)

December 29, 2024

 

$

93,454

 

 

$

45,403

 

 

$

56,438

 

 

$

195,295

 

 

The opening goodwill balance originates from the acquisition of Soho House Holdings Limited by affiliates of the Yucaipa Companies, LLC, as described in Note 2, Summary of Significant Accounting Policies – Goodwill. During the year ended December 29, 2024, as a result of our annual impairment analysis (see Note 2), the Company determined the carrying values of two reporting units, LINE and Saguaro and Soho Roc House, were in excess of the fair values, and we recognized a non-cash impairment charge of $6 million. The impairment charge is recognized in loss on impairment of goodwill on our consolidated statement of operations within our The Americas and Europe & RoW segments. The Company estimated the fair value of the goodwill allocated to the reporting units using the income approach and the market approach. The assumptions and judgments included projected future cash flows, discount rate and capitalization rate. There were no goodwill impairment charges during the fiscal years ended December 31, 2023, and January 1, 2023.

 

A summary of finite-lived intangible assets as of December 29, 2024 and December 31, 2023 is as follows:

 

 

 

 

As of

 

 

 

 

December 29, 2024

 

 

December 31, 2023

 

(in thousands)

Average Amortization Period (in years)

 

Gross Carrying Value

 

 

Accumulated Amortization

 

 

Net Carrying Value

 

 

Gross Carrying Value

 

 

Accumulated Amortization

 

 

Net Carrying Value

 

Brand

24

 

$

110,854

 

 

$

59,860

 

 

$

50,994

 

 

$

111,634

 

 

$

55,140

 

 

$

56,494

 

Membership list

20

 

 

15,870

 

 

 

10,438

 

 

 

5,432

 

 

 

15,905

 

 

 

9,666

 

 

 

6,239

 

Hotel management agreements (1)

15

 

 

-

 

 

 

-

 

 

 

-

 

 

 

23,600

 

 

 

3,974

 

 

 

19,626

 

Website, internal-use software development costs, and other

5

 

 

116,350

 

 

 

70,166

 

 

 

46,184

 

 

 

94,366

 

 

 

49,485

 

 

 

44,881

 

 

 

 

$

243,074

 

 

$

140,464

 

 

$

102,610

 

 

$

245,505

 

 

$

118,265

 

 

$

127,240

 

 

(1) During the year ended December 29, 2024, the Company recognized an impairment losses of $18 million, which reduced the gross carrying value and accumulated amortization by $24 million and $6 million, respectively. See below for further information.

 

Accumulated amortization as of December 29, 2024 totaled $60 million for Brand, $10 million for Membership list, $zero million for hotel management agreement, and $70 million for Website, internal-use software development costs, and other. Accumulated amortization as of December 31, 2023 totaled $55 million for Brand, $10 million for Membership list, $4 million for hotel management agreement, and $49 million for Website, internal-use software development costs, and other.

 

The Company recognized $18 million of impairment losses on intangible assets related to the termination of two hotel management contracts and impairment on four LINE and Saguaro hotel management contracts during the fiscal year ended December 29, 2024. No impairment losses on finite-lived intangible assets were recorded during the fiscal years ended December 31, 2023, and January 1, 2023.

 

Included within website, internal-use software development costs, and other are capitalized website development costs and internal-use software, net of accumulated amortization, which totaled $42 million and $43 million as of December 29, 2024 and December 31, 2023, respectively.

 

Amortization expense related to the intangible assets totaled $24 million, $22 million, and $19 million in the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, respectively. The following table represents estimated aggregate amortization expense for each of the next five fiscal years:

 

(in thousands)

 

 

 

2025

$

 

25,076

 

2026

 

 

21,056

 

2027

 

 

13,247

 

2028

 

 

11,476

 

2029

 

 

8,008

 

 
v3.25.1
Accrued Liabilities and Other Current Liabilities
 12 Months Ended
Dec. 29, 2024
Payables and Accruals [Abstract]  
Accrued Liabilities and Other Current Liabilities
10.
Accrued Liabilities and Other Current Liabilities

 

The table below presents the components of accrued liabilities.

 

 

 

As of

 

(in thousands)

 

December 29, 2024

 

 

December 31, 2023
(As Revised)

 

Accrued interest

 

$

7,113

 

 

$

1,309

 

Hotel deposits

 

 

12,414

 

 

 

12,628

 

Trade, capital and other accruals

 

 

78,955

 

 

 

72,377

 

Total accrued liabilities

 

$

98,482

 

 

$

86,314

 

 
v3.25.1
Debt
 12 Months Ended
Dec. 29, 2024
Debt Disclosure [Abstract]  
Debt
11.
Debt

 

 

Debt balances, net of debt issuance costs, are as follows:

 

 

 

As of

 

(in thousands)

 

December 29, 2024

 

 

December 31, 2023

 

Senior Secured Notes, interest at 8.1764% for the Initial Notes and 8.5% for the Additional Notes, maturing March 2027

 

$

644,002

 

 

$

615,718

 

Soho Works Limited loans, unsecured, 7% interest bearing, maturing September 2025 (see additional description below)

 

 

27,369

 

 

$

27,715

 

Other loans (see additional description below)

 

 

20,115

 

 

 

21,433

 

 

 

691,486

 

 

 

664,866

 

Less: Current portion of long-term debt

 

 

(34,618

)

 

 

(29,290

)

Total long-term debt, net of current portion

 

$

656,868

 

 

$

635,576

 

 

Property mortgage loans, net of debt issuance costs, are as follows:

 

 

 

As of

 

(in thousands)

 

December 29, 2024

 

 

December 31, 2023

 

Term loan, interest at 6.99%, maturing June 1, 2033

 

$

137,385

 

 

$

137,099

 

Total property mortgage loans

 

$

137,385

 

 

$

137,099

 

 

The weighted-average interest rate on fixed rate borrowings was 8% as of December 29, 2024 and as of December 31, 2023. The were no outstanding floating rate borrowings as of December 29, 2024 or December 31, 2023.

Debt

The descriptions below show the financial instrument amounts in the currency of denomination with USD equivalent in parentheses, where applicable, translated using the exchange rates in effect at the time of the respective transaction.

On November 10, 2022, Soho House Bond Limited, a wholly-owned subsidiary of the Company entered into the Third Amended and Restated Revolving Facility Agreement (the "Third Amendment") which further amends and restates the Revolving Credit Facility, originally entered into by the Company on December 5, 2019 (the original and amended facility refer to as the “Revolving Credit Facility”). The Third Amendment amends the Revolving Credit Facility to extend the maturity date from January 25, 2024 to July 25, 2026. In addition, the Third Amendment provides that from March 2023 we are required to maintain certain leverage covenants (as defined in the Revolving Credit Facility) which are applicable when 40% or more of the facility is drawn. Subsequent to December 29, 2024 (Note 21) the Agreement was amended to extend the maturity date from July 25, 2026 to December 31, 2026. All other material terms remain substantially unchanged. As of December 29, 2024, the facility remains undrawn with £75 million ($94 million) available to draw under this facility. The facility is secured on a fixed and floating charge basis over certain assets of the Company. The Company incurred interest expense of $1 million, $1 million and $3 million in respect of the Revolving Credit Facility during the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023, respectively.

In 2017, Soho Works Limited entered into a term loan facility agreement. The SWL loan bears interest at 7% and matures, following the extensions described below, at the earliest of: (a) September 29, 2025; (b) the date of disposal of the whole or substantial part of the Soho Works Limited; (c) the date of sale by the shareholders of the entire issued share capital of Soho Works Limited to a third party; (d) the date of the admission of Soho Works Limited to any recognized investment exchange or multi-lateral trading facility; and (e) any later date that the lenders may determine in their sole discretion. The carrying amount of the term loan was £22 million ($27 million) and £22 million ($28 million) as of December 29, 2024 and December 31, 2023, respectively. The Company incurred interest expense of $2 million, $2 million and $3 million on this facility during the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023, respectively. The Company has determined a current classification of this loan is appropriate as it best reflects the substance of the agreement with the lenders given that the loan extension period is short-term in nature (12 months).

On March 31, 2021, Soho House Bond Limited issued pursuant to a Notes Purchase Agreement senior secured notes, which were subscribed for by certain funds managed, sponsored or advised by Goldman Sachs & Co. LLC or its affiliates, in aggregate amounts equal to $295 million, €62 million ($73 million) and £53 million ($73 million) (the “Initial Notes”). The Notes Purchase Agreement included an option to issue, and a commitment on the part of the purchasers to subscribe for an aggregate amount of up to $100 million which were issued for the full amount on March 9, 2022 (the “Additional Notes” and, together with the Initial Notes, the “Senior Secured Notes”). The Senior Secured Notes mature on March 31, 2027 and bear interest at a fixed rate equal to a cash margin of 2.0192% per annum for the Initial Notes or 2.125% per annum for any Additional Notes, plus a payment-in-kind (capitalized) margin of 6.1572% per annum for the Initial Notes or 6.375% per annum for any Additional Notes. The Senior Secured Notes issued pursuant to the Notes Purchase Agreement may be redeemed and prepaid for cash, in whole or in part, at any time in accordance with the terms thereof, subject to payment of redemption fees. The Senior Secured Notes are guaranteed and secured on substantially the same basis as our Revolving Credit Facility. The Company incurred interest expense of $55 million, $52 million and $47 million during the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023, respectively. As of December 29, 2024, an accrual of $8 million was recognized in Non Current Liabilities on the consolidated balance sheet relating to payment-in-kind interest on the Senior Secured Notes.

 

The other loans consist of the following:

 

 

 

Currency

 

Maturity date

 

Principal
balance as of
December 29, 2024

 

 

Applicable
interest rate
as of December 29, 2024

 

Dean Street loan

 

Great Britain pound sterling

 

March 2040

 

$

9,179

 

 

 

6.0

%

Copenhagen loan

 

Danish krone

 

November 2033

 

 

1,928

 

 

 

8.0

%

Copenhagen loan

 

Danish krone

 

December 2038

 

 

991

 

 

 

0.0

%

Greek Street loan

 

Great Britain pound sterling

 

January 2028

 

 

2,229

 

 

 

7.5

%

Compagnie de Phalsbourg credit facility

 

Euro

 

February 2025

 

 

5,397

 

 

 

7.0

%

Greek government loan

 

Euro

 

July 2025

 

 

391

 

 

 

3.1

%

 

Property Mortgage Loans

 

In March 2014, the Company completed a freehold property acquisition of the Soho Beach House Miami Property. In May 2023, the Company refinanced the existing term loan of $55 million, interest at 5.34%, and mezzanine loan of $62 million, interest at 7.25% with a new $140 million loan agreement with JP Morgan Chase Bank, National Association and Citi Real Estate Funding Inc. As a result of the 2023 debt extinguishment of the existing term loan and mezzanine loan, the Company recognized a loss on extinguishment of debt of $3 million which was reported in interest expense, net on the condensed consolidated statements of operations for the fiscal year ended December 31, 2023. The new term loan is secured with a recorded and insured first priority mortgage on Soho Beach House Miami Property as well as first priority security interests in all collateral related to the property. The new term loan matures in June 2033 and bears interest at 6.99%.

The Company incurred interest expense of $10 million, $13 million and $8 million during the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023, respectively.

 

Debt Issuance Costs

 

Property mortgage loans due after more than one year are net of unamortized debt issuance costs of $3 million and $3 million as of December 29, 2024 and December 31, 2023, respectively. Other loans are net of unamortized debt issuance costs of less than $1 million and less than $1 million as of December 29, 2024 and December 31, 2023, respectively. For the revolving credit facility as of December 29, 2024 and December 31, 2023, $1 million and $1 million of unamortized debt issuance costs have been included within prepaid expenses and other current assets on the consolidated balance sheet, following repayment in full of the outstanding balance of the facility. The Senior Secured Notes are net of unamortized debt issuance costs of $5 million and $7 million as of December 29, 2024 and December 31, 2023, respectively.

 

Future Principal Payments

 

The following table presents future principal payments for the Company’s debt and property mortgage loans as of December 29, 2024:

 

(in thousands)

 

 

 

2025

 

$

34,596

 

2026

 

 

1,516

 

2027

 

 

650,201

 

2028

 

 

792

 

2029

 

 

828

 

Thereafter

 

 

148,311

 

Total future principal payments

 

 

836,244

 

Less: Unamortized debt issuance costs

 

 

(7,373

)

Total debt

 

$

828,871

 

 

Financial Covenants

 

Some of the Company’s debt instruments contain a number of covenants that restrict the Company’s ability to incur debt in excess of calculated amounts, ability to make distributions under certain circumstances and generally require the Company to maintain certain financial metrics, such as leverage and minimum working capital levels. Failure by the Company to comply with the financial covenants contained in the debt instruments could result from, among other things, changes in its statement of operations, the incurrence of additional debt or changes in general economic conditions.

 

If the Company breaches the financial covenants contained in the debt instruments, the Company may attempt to negotiate waivers of the breaches or amend the terms of the applicable instruments, however, the Company can make no assurance that it would be successful in any such negotiations or that, if successful in obtaining waivers or amendments, such amendments or waivers would be on terms attractive to the Company.

 

As of December 29, 2024, the Company was in compliance with all financial debt covenants, current on all payments and not otherwise in default under any of the Company’s debt instruments.
v3.25.1
Fair Value Measurements
 12 Months Ended
Dec. 29, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements
12.
Fair Value Measurements

 

Recurring and Non-recurring Fair Value Measurements

 

There were no assets or liabilities measured at fair value on a recurring or non-recurring basis as of December 29, 2024 and December 31, 2023.

 

Fair Value of Financial Instruments

 

The Company believes the carrying values of its financial instruments related to current assets and liabilities approximate fair value due to short-term maturities.

 

The Company has estimated the fair value of the Senior Secured Notes and the property mortgage loans as of December 29, 2024 and December 31, 2023 using a discounted cash flow analysis. The fair value of the other non-current debt is estimated as of December 29, 2024 and December 31, 2023 using a discounted cash flow analysis, except for the Dean Street Loan and the Copenhagen Loan where fair value is estimated to be equal to the current carrying value of each instrument as of December 29, 2024 based on a comparison of each instrument’s contractual terms to current market terms. The Company does not believe that the use of different market inputs would have resulted in a materially different fair value of debt as of December 29, 2024 and December 31, 2023.

 

The following table presents the estimated fair values (all of which are Level 3 fair value measurements) of the Company’s debt instruments with maturity dates in 2026 and thereafter:

 

(in thousands)

 

Carrying Value

 

 

Fair Value

 

December 29, 2024

 

 

 

 

 

 

Senior Secured Notes

 

$

644,002

 

 

$

596,976

 

Property mortgage loans

 

 

137,385

 

 

 

99,283

 

Other non-current debt

 

 

20,115

 

 

 

19,853

 

 

 

$

801,502

 

 

$

716,112

 

 

(in thousands)

 

Carrying Value

 

 

Fair Value

 

December 31, 2023

 

 

 

 

 

 

Senior Secured Notes

 

$

615,718

 

 

$

597,063

 

Property mortgage loans

 

 

137,099

 

 

 

117,488

 

Other non-current debt

 

 

21,433

 

 

 

21,079

 

 

$

774,250

 

 

$

735,630

 

 

The carrying values of the Company’s other non-current liabilities and non-current assets approximate their fair values.
v3.25.1
Share-Based Compensation
 12 Months Ended
Dec. 29, 2024
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation
13.
Share-Based Compensation

 

Equity and incentive plans

 

The Company operates two equity and incentive plans for the benefit of its employees and directors. In August 2020, the Company established the 2020 Equity and Incentive Plan (the “2020 Plan”) under which SHHL SARs and SHHL Growth Shares were issued to certain employees. In July 2021, the Company established its 2021 Equity and Incentive Plan (the "2021 Plan"). The 2021 Plan allows for grants of nonqualified stock options, SARs, and RSUs, or PSUs. There were 12,055,337 shares initially available for all awards under the 2021 Plan and the shares available is permitted to increase annually on the first day of each calendar year, beginning with the calendar year ended December 31, 2022, subject to approval by the board of directors. As of December 29, 2024, there were 2,518,685 shares available for future awards. The Company granted 904,916 new RSUs and 630,158 new PSUs respectively, under the 2021 Plan during the fiscal year ended December 29, 2024. PSUs vest upon the achievement of certain adjusted EBITDA targets, subject to continued service.

Modifications of awards made under the plans

In December 2021, the Company granted 506,990 RSUs to certain employees that were scheduled to vest over a month under the 2021 Plan. On January 16, 2022, the vesting schedule of the RSUs was updated from one vesting end date of January 17, 2022 to a graded vesting schedule that vests 25% on each of January 24, January 31, February 7, and February 14, 2022, respectively. The Company accounted for the modification as a Type I modification and no incremental compensation cost was incurred related to the modification.

 

In September 2022, in conjunction with the departure of an employee, the Company modified the existing awards for this employee to allow continued vesting and issued 365,000 new RSUs under the 2021 Plan to the same former employee. The Company accounted for the modification of existing awards as a Type III modification.

 

In December 2022, the Company modified the exercise prices for the certain of the outstanding SARs to be $4.00 per share. As a result, the Company accounted for the modification as a Type I modification, resulting in $2.2 million of incremental fair value, of which $1.5 million was recorded immediately.

In August 2023, in conjunction with the anticipated departure of an employee, the Company modified the employee's outstanding SARs under the 2020 Plan and all outstanding RSUs to be accelerated as of the separation date of December 29, 2023. Management deemed the extension of contractual terms for vested SARs and the acceleration of vesting for SARs and RSUs to be a Type I and Type III modification, respectively, which resulted in $2 million of incremental compensation expense to be recognized through the separation date of December 29, 2023.

 

In March 2024, the Company modified the exercise price for certain outstanding SARs to be $6.05 per share. As a result, the Company accounted for the modification as a Type I modification, resulting in $0.2 million of incremental fair value, which was recorded immediately as the awards were fully vested. The assumptions used in valuing SARs modified can be seen in the second table below.

Awards outstanding under the plans

As of December 29, 2024 and December 31, 2023, there were 1,839,379 and 2,327,384 RSUs and PSUs outstanding under the 2021 Plan, respectively. As of December 29, 2024 and December 31, 2023, there were 5,839,704 and 6,498,915 SARs outstanding under the 2020 Plan and 2021 Plan, respectively. As of December 29, 2024 and December 31, 2023, there were zero restricted stock awards outstanding under the 2020 Plan, respectively.

 

Share-based Compensation Expense

 

Share-based compensation during the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023 was recorded in the consolidated statements of operations within a separate line item as shown in the following table:

 

 

 

For the Fiscal Year Ended

 

(in thousands)

 

December 29, 2024

 

 

December 31, 2023

 

 

January 1, 2023

 

SARs

 

$

2,377

 

 

$

7,485

 

 

$

9,425

 

Restricted stock awards (Growth Shares)

 

 

—

 

 

 

1,101

 

 

 

2,285

 

RSUs

 

 

12,288

 

 

 

8,446

 

 

 

12,595

 

PSUs

 

 

—

 

 

 

—

 

 

 

—

 

Type III modification

 

 

—

 

 

 

1,843

 

 

 

1,902

 

Employer-related payroll expense(1)

 

 

1,358

 

 

 

1,355

 

 

 

1,474

 

Total share-based compensation expense

 

 

16,023

 

 

 

20,230

 

 

 

27,681

 

Tax benefit for share-based compensation expense

 

 

—

 

 

 

—

 

 

 

—

 

Share-based compensation expense, net of tax

 

$

16,023

 

 

$

20,230

 

 

$

27,681

 
(1)
Relates to employment related taxes, including employer national insurance tax in the UK. These amounts were settled in cash and are not included in additional paid-in capital or as an adjustment to reconcile net loss to net cash used in operating activities in the consolidated statements of cash flows.

 

The weighted-average assumptions used in valuing SARs granted or modified during each period are set forth in the following table:

 

 

For the Fiscal Year Ended

 

 

December 29, 2024

 

 

December 31, 2023

 

 

January 1, 2023

 

Expected average life(1)

3.21 - 4.81 years

 

 

1.70 - 5.56 years

 

 

3.92 - 6.30 years

 

Expected volatility(2)

 

76

%

 

55% - 59%

 

 

 

56

%

Risk-free interest rate(3)

4.17% - 4.29%

 

 

3.54% - 5.01%

 

 

3.78 - 4.25%

 

Expected dividend yield(4)

 

0.00

%

 

 

0.00

%

 

 

0.00

%
(1)
The expected life assumption is based on the Company's expectation for the period prior to exercise.
(2)
The expected volatility assumption is developed using leverage-adjusted historical volatilities for public peer companies, reflecting the expected life of the awards.
(3)
The risk-free rate is based on the U.S. Treasury bootstrap adjusted yield curve at the valuation date, with terms matched to the expected life of the awards.
(4)
The expected dividend yield is 0.0% since the Company does not expect to pay dividends.

 

The weighted-average grant date fair values for SARs granted during the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023 were zero, $2.06 and zero, respectively.

 

The following table shows a summary of all SARs:

 

 

Number of Shares

 

 

Weighted Average Exercise Price Per Share(1)

 

 

Weighted Average Remaining Contractual Term

 

 

Aggregate Intrinsic Value

 

Outstanding as of January 1, 2023

 

5,290,719

 

 

$

7.49

 

 

 

5.66

 

 

 

—

 

Granted

 

3,113,109

 

 

 

5.00

 

 

 

 

 

 

 

Forfeited (post-IPO conversion)

 

(108,678

)

 

 

5.73

 

 

 

 

 

 

 

Exercised

 

(802,482

)

 

 

4.31

 

 

 

 

 

 

 

Expired

 

(993,753

)

 

 

12.55

 

 

 

 

 

 

 

Outstanding as of December 31, 2023

 

6,498,915

 

 

$

5.94

 

 

 

6.88

 

 

$

13,853,270

 

Exercisable as of December 31, 2023

 

4,426,827

 

 

 

5.62

 

 

 

5.88

 

 

 

10,664,618

 

Vested and expected to vest as of December 31, 2023

 

6,498,915

 

 

$

5.94

 

 

 

6.88

 

 

$

13,853,270

 

Granted

 

—

 

 

 

—

 

 

 

 

 

 

 

Forfeited (post-IPO conversion)

 

(64,401

)

 

 

5.00

 

 

 

 

 

 

 

Exercised

 

(594,810

)

 

 

4.73

 

 

 

 

 

 

 

Expired

 

—

 

 

 

—

 

 

 

 

 

 

 

Outstanding as of December 29, 2024

 

5,839,704

 

 

$

5.64

 

 

 

6.19

 

 

$

13,673,022

 

Exercisable as of December 29, 2024

 

5,055,334

 

 

 

5.74

 

 

 

5.90

 

 

 

11,641,504

 

Vested and expected to vest as of December 29, 2024

 

5,839,704

 

 

$

5.64

 

 

 

6.19

 

 

$

13,673,022

 

 

As of December 29, 2024, total compensation expense not yet recognized related to unvested SARs issued under the 2020 Plan is approximately less than $1 million, which is expected to be recognized over a weighted average period of less than 1 year.

 

The following table shows a summary of all restricted stock awards (previously granted as Growth Shares) granted:

 

 

Number of Shares

 

 

Weighted Average Grant Date Fair Value

 

Nonvested as of January 1, 2023

 

130,288

 

 

$

13.28

 

Vested and not yet released as of January 1, 2023

 

16,286

 

 

 

5.19

 

Outstanding as of January 1, 2023

 

146,574

 

 

$

12.38

 

Granted

 

—

 

 

 

—

 

Vested

 

(130,288

)

 

 

13.28

 

Forfeited

 

—

 

 

 

—

 

Nonvested as of December 31, 2023

 

—

 

 

$

—

 

Vested and not yet released as of December 31, 2023

 

—

 

 

 

—

 

Outstanding as of December 31, 2023

 

—

 

 

$

—

 

Granted

 

—

 

 

 

—

 

Vested

 

—

 

 

 

—

 

Forfeited

 

—

 

 

 

—

 

Nonvested as of December 29, 2024

 

—

 

 

$

—

 

Vested and not yet released as of December 29, 2024

 

—

 

 

 

—

 

Outstanding as of December 29, 2024

 

—

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

The following table shows a summary of all RSUs and PSUs granted under the 2021 Plan:

 

 

Number of Shares

 

 

Weighted Average Grant Date Fair Value(1)

 

Nonvested as of January 1, 2023

 

2,183,173

 

 

$

8.44

 

Vested and not yet released as of January 1, 2023

 

815,692

 

 

 

4.76

 

Outstanding as of January 1, 2023

 

2,998,865

 

 

$

7.44

 

Granted

 

1,023,030

 

 

 

6.50

 

Vested

 

(1,437,153

)

 

 

7.29

 

Forfeited

 

—

 

 

 

—

 

Nonvested as of December 31, 2023

 

1,769,050

 

 

$

8.57

 

Vested and not yet released as of December 31, 2023

 

558,334

 

 

 

4.72

 

Outstanding as of December 31, 2023

 

2,327,384

 

 

$

8.57

 

Granted

 

1,535,074

 

 

 

6.08

 

Vested

 

(1,568,868

)

 

 

7.51

 

Forfeited

 

(45,877

)

 

 

6.24

 

Nonvested as of December 29, 2024

 

1,689,379

 

 

$

7.36

 

Vested and not yet released as of December 29, 2024

 

150,000

 

 

 

4.03

 

Outstanding as of December 29, 2024

 

1,839,379

 

 

$

7.36

 
(1)
The amount of share-based compensation for the RSUs and PSUs is based on the fair value of our Class A common stock at the grant date.

 

As of December 29, 2024, total compensation expense not yet recognized related to unvested RSUs and PSUs under the 2021 Plan is approximately $5 million, which is expected to be recognized over a weighted average period of 1.0 years.
v3.25.1
Loss Per Share and Shareholders' Equity (Deficit)
 12 Months Ended
Dec. 29, 2024
Stockholders' Equity Note [Abstract]  
Loss Per Share and Shareholders' Equity (Deficit)
14.
Loss Per Share and Shareholders’ Equity (Deficit)

 

The table below presents changes in the Company's common stock:

 

SHCO Common Stock

 

 

Class A
Common Stock

 

Class B
Common Stock

 

As of January 2, 2022

 

61,029,730

 

 

141,500,385

 

Shares repurchased

 

(8,467,120

)

 

—

 

Shares issued related to share-based compensation

 

1,159,987

 

 

—

 

As of January 1, 2023

 

53,722,597

 

 

141,500,385

 

Shares repurchased

 

(2,000,000

)

 

—

 

Shares issued related to share-based compensation

 

2,019,134

 

 

—

 

As of December 31, 2023

 

53,741,731

 

 

141,500,385

 

Shares repurchased

 

(3,160,175

)

 

—

 

Shares issued related to share-based compensation

 

2,150,366

 

 

—

 

As of December 29, 2024

 

52,731,922

 

 

141,500,385

 

 

Stock Repurchase Program

 

On March 18, 2022, the Company’s Board and a relevant sub-committee thereof authorized and approved a stock repurchase program for up to $50 million of the currently outstanding shares of the Company’s Class A common stock. Under the stock repurchase program, the Company was authorized to repurchase from time-to-time shares of its outstanding Class A common stock on the open market or in privately negotiated transactions in the United States. The timing and amount of stock repurchases will depend on a variety of factors, including market conditions as well as corporate and regulatory considerations. The stock repurchase program could be suspended, modified or discontinued at any time, in accordance with relevant and applicable regulatory requirements, and the Company has no obligation to repurchase any amount of its common stock under the program. The Company intends to make all repurchases in accordance with applicable federal securities laws, including Rule 10b5-1 trading plans and under Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended. Under the program, the repurchased shares were returned to the status of authorized, but unissued shares of common stock held in treasury at average cost. During the fiscal year ended January 1, 2023, the Company repurchased a total of 8,467,120 shares of Class A common stock for $50 million including commissions. Because the repurchase plan upper limit of $50 million was met, there was no further stock repurchased under the above plan.

 

On September 20, 2023, the Company repurchased 2 million shares of its Class A common stock from its Founder and director Nick Jones for $12 million. The privately negotiated transaction was approved by the board of directors. These shares are now held as treasury shares by the Company.

 

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 fiscal year ended December 29, 2024, the Company repurchased a total 3,160,175 shares of Class A common stock for $17 million, respectively, including commissions, under the new program. The repurchased shares are held as treasury shares by the Company.

 

Loss Per Share

 

The table below illustrates the reconciliation of the loss and the number of shares used in the calculations of basic and diluted loss per share:

 

 

 

For the Fiscal Year Ended

 

(in thousands except share and per share amounts)

 

December 29, 2024

 

 

December 31, 2023
(As Revised)

 

 

January 1, 2023
(As Revised)

 

Net loss attributable to Soho House & Co Inc.

 

$

(162,968

)

 

$

(130,543

)

 

$

(224,157

)

Net loss attributable to Class A and Class B common stockholders

 

 

(162,968

)

 

 

(130,543

)

 

 

(224,157

)

Weighted average shares outstanding for basic and diluted loss per share for Class A and Class B common stockholders

 

 

195,160,322

 

 

 

195,589,859

 

 

 

199,985,264

 

Basic and diluted loss per share

 

$

(0.84

)

 

$

(0.67

)

 

$

(1.12

)
v3.25.1
Commitments and Contingencies
 12 Months Ended
Dec. 29, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
15.
Commitments and Contingencies

 

Litigation Matters

 

The Company is not a party to any litigation other than litigation in the ordinary course of business. The Company’s management and legal counsel do not expect that the ultimate outcome of any of its currently ongoing legal proceedings, individually or collectively, would have a material adverse effect on the Company’s consolidated financial statements.

 

Commitments and Contingencies

 

On December 7, 2017, 139 Ludlow Acquisition LLC entered into a loan agreement with Natixis Real Estate Capital LLC. The borrower is a joint venture owned in equal thirds by Soho 139 Holdco, LLC (an entity controlled by the Company) and its two partners. Pursuant to the loan agreement, the lender advanced $33.5 million, the bulk of which proceeds were used to extinguish and refinance the borrower’s previous mortgage loan with Centennial Bank. The loan is secured with a first priority mortgage and security interest on the real property known as 139 Ludlow Street, New York (including an assignment of leases and rents and other customary mortgage documents). The loan is generally “non-recourse”, but subject to standard “carve-outs” for which US AcquireCo, Inc. (a wholly-owned subsidiary of the Company) and its joint venture partners (the “Guarantors”) provided a guarantee of recourse obligations, pursuant to which such Guarantors are jointly and severally obligated to pay (without any cap or limit) the amounts of any actual loss, damage, cost, expense, liability, claim or other obligation incurred by the lender.

 

In October 2019, the Raycliff Red LLP (a VIE) entered into a term loan facility agreement with a new lender, the proceeds of which were used to repay the previous bank loan. The term loan was historically used to redevelop a property into an overflow location for Shoreditch House hotel rooms and to purchase an adjoining property that was redeveloped as an overflow location for Shoreditch House hotel rooms in the United Kingdom. As of December 29, 2024, the outstanding balance of the VIE’s term loan was £21 million ($26 million). The Company has provided security in respect of the term loan by granting the lender a charge over its membership interest in the VIE. The security will remain in effect until the VIE’s term loan is repaid in full to the lender.

 

On December 12, 2023, an existing mortgage loan over the Soho House Barcelona property was refinanced and replaced by Mirador Barcel S.L with a €53.85 million loan from Aareal Bank AG.

 

Capital Commitments

 

As of December 29, 2024, capital expenditure commitments contracted for but not yet incurred totaled less than $1 million and were related primarily to site improvement costs for Soho House Sao Paulo. As of December 31, 2023, capital expenditure commitments contracted for but not yet incurred totaled $3 million and were related primarily to site improvement costs for Soho House Sao Paulo and Soho House Portland.

Business Interruption and Property Insurance

The Company maintains insurance policies to cover business interruption with terms that management believes to be adequate and appropriate. These policies may be subject to applicable deductible or retention amounts, coverage limitations and exclusions and may not be sufficient to cover all of the losses incurred.

In the fourth quarter of fiscal 2024, one of our UK properties suffered damages due to flooding which caused significant damage to certain structures and facilities within the site. The Company is still evaluating the complete scope of property damage and business

interruption loss. As of December 29, 2024, our current estimate of the book value of the property and equipment written off and remediation costs is approximately $6 million, for which we have recorded a corresponding insurance receivable, included in prepaid expenses and other current assets on the consolidated balance sheets as of fiscal year ended December 29, 2024. We believe our insurance coverage should be sufficient to cover substantially all of the property damage and the near-term loss of business in excess of our insurance deductibles; therefore, we have not recorded any loss on the consolidated statements of operations for the fiscal years ended December 29, 2024.

As a result of the flood damage, the Company recorded business interruption insurance proceeds totaling less than $1 million related to the reimbursement of lost profits as a result of the closure. This amount is recorded as business interruption income on the In-House operating expenses in the consolidated statement of operations for the fiscal year ended December 29, 2024.

The Company did not incur any losses during the fiscal years ended December 31, 2023. In fiscal 2022, the Company was impacted by a fire at one of its North America properties, which resulted in business interruption insurance proceeds totaling less than $1 million and cash totaling less than $1 million in connection with a property damage insurance claim, which reimburses the replacement cost for repair or replacement of damaged assets.

 

Lease Commitments

 

See Note 5 - Leases for information on estimated future undiscounted lease payments for current leases signed but not commenced as of fiscal 2024.
v3.25.1
Defined Contribution Plan
 12 Months Ended
Dec. 29, 2024
Retirement Benefits [Abstract]  
Defined Contribution Plan
16.
Defined Contribution Plan

The Company operates a defined contribution pension plan, an occupational plan to which an individual and their employer make contributions. The assets of the plan are held separately from those of the Company in an independently administered fund. The plan charge amounted to $17 million, $15 million, and $12 million in the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, respectively. There were no outstanding or prepaid contributions at either the beginning or end of the fiscal years presented in these consolidated financial statements.

v3.25.1
Income Taxes
 12 Months Ended
Dec. 29, 2024
Income Tax Disclosure [Abstract]  
Income Taxes
17.
Income Taxes

 

Below are the components of loss before income taxes for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023 under the following tax jurisdictions:

 

 

For the Fiscal Year Ended

 

(in thousands)

December 29, 2024

 

 

December 31, 2023
(As Revised)

 

 

January 1, 2023
(As Revised)

 

Domestic

$

(35,503

)

 

$

(78,045

)

 

$

(3,191

)

Foreign

 

(114,747

)

 

 

(40,822

)

 

 

(215,035

)

 

$

(150,250

)

 

$

(118,867

)

 

$

(218,226

)

 

The provision for income taxes is as follows:

 

 

For the Fiscal Year Ended

 

(in thousands)

December 29, 2024

 

 

December 31, 2023

 

 

January 1, 2023

 

Current tax expense

 

 

 

 

 

 

 

 

Domestic

$

13,987

 

 

$

(59

)

 

$

2,240

 

Foreign

 

3,158

 

 

 

11,477

 

 

 

2,654

 

Total current

 

17,145

 

 

 

11,418

 

 

 

4,894

 

Deferred tax expense (benefit)

 

 

 

 

 

 

 

 

Domestic

 

(225

)

 

 

(690

)

 

 

690

 

Foreign

 

(3,602

)

 

 

83

 

 

 

(453

)

Total deferred

 

(3,827

)

 

 

(607

)

 

 

237

 

Total income tax expense (benefit)

$

13,318

 

 

$

10,811

 

 

$

5,131

 

 

 

 

 

 

 

 

 

 

Effective income tax rate

 

(9

%)

 

 

(9

%)

 

 

(2

%)

 

 

A reconciliation of the US statutory income tax rate to the consolidated effective income tax rate is as follows:

 

 

For the Fiscal Year Ended

 

 

December 29, 2024

 

 

December 31, 2023
(As Revised)

 

 

January 1, 2023
(As Revised)

 

Benefit at US statutory income tax rate

 

21

%

 

 

21

%

 

 

21

%

Permanent differences

 

(2

%)

 

 

(3

%)

 

 

(2

%)

Change in unrecognized tax benefits

 

(8

%)

 

 

(22

%)

 

 

0

%

Movement in valuation allowances

 

(18

%)

 

 

(5

%)

 

 

(9

%)

Differences in tax rates in other jurisdictions

 

2

%

 

 

3

%

 

 

(1

%)

Non deductible expenses

 

(1

%)

 

 

(3

%)

 

 

0

%

True up

 

(1

%)

 

 

1

%

 

 

0

%

Loss of tax attributes

 

0

%

 

 

0

%

 

 

(13

%)

State and local

 

(2

%)

 

 

(1

%)

 

 

0

%

Other

 

0

%

 

 

0

%

 

 

2

%

Effective income tax rate

 

(9

%)

 

 

(9

%)

 

 

(2

%)

 

The effective income tax rate for the fiscal year ended December 29, 2024 differs from the US statutory rate primarily due to tax charges related to uncertain tax positions, current tax charges in certain jurisdictions where the Company's utilization of its tax attributes are limited, and current period losses in certain jurisdictions that require a valuation allowance.

 

The effective income tax rate for fiscal years ended December 31, 2023, and January 1, 2023 are primarily due to current period losses in certain jurisdictions that require a valuation allowance. In the UK, non-trading losses of $29 million in the fiscal year ended January 1, 2023 have been extinguished due to rules which limit existence of losses subsequent to a change of control. This has resulted in a loss of tax attributes in the period.

 

Deferred Income Taxes

 

Deferred tax assets and liabilities consist of the following:

 

 

As of

 

(in thousands)

December 29, 2024

 

 

December 31, 2023

 

Deferred tax assets

 

 

 

 

 

Property and equipment, net

$

36,673

 

 

$

35,077

 

Other short term differences

 

29,335

 

 

 

31,059

 

Lease liability

 

337,562

 

 

 

329,162

 

Interest limitation carryforward

 

90,944

 

 

 

55,223

 

Tax losses

 

125,059

 

 

 

104,214

 

Total gross deferred tax assets

 

619,573

 

 

 

554,735

 

Valuation allowance

 

(235,255

)

 

 

(187,743

)

Total deferred tax assets

$

384,318

 

 

$

366,992

 

Deferred tax liabilities

 

 

 

 

 

Property and equipment, net

$

(24,302

)

 

$

(29,136

)

Intangible assets

 

(13,745

)

 

 

(13,735

)

Right of use asset

 

(342,116

)

 

 

(323,744

)

Other

 

(1,135

)

 

 

(1,147

)

Total gross deferred tax liabilities

 

(381,298

)

 

 

(367,762

)

Total net deferred tax asset (liabilities)

$

3,020

 

 

$

(770

)

 

Total net deferred taxes are classified as follows:

 

 

As of

 

(in thousands)

December 29, 2024

 

 

December 31, 2023

 

Non-current deferred tax assets

$

5,306

 

 

$

740

 

Non-current deferred tax liabilities

 

(2,286

)

 

 

(1,510

)

 

$

3,020

 

 

$

(770

)

 

As of December 29, 2024, deferred tax assets related to tax losses were $125 million and interest limitation carryforwards were $91 million which can be used to offset future taxable income. This includes $59 million of net operating losses, or "NOLs", and $88 million of interest limitation carryforwards in the US; $28 million of tax losses and $3 million of interest carryforwards in the UK and $12 million tax losses in Hong Kong.

 

As of December 29, 2024, the gross NOLs and interest limitation carryforwards generated in the US of $176 million and $226 million, respectively, will not expire. US state NOL carryforwards of $275 million will expire, if not utilized, in 2026 to 2040. Deferred tax assets related to the gross tax losses and interest carryforwards in the UK of $113 million and $12 million, respectively, as well as the tax losses in Hong Kong of $75 million will not expire. Gross tax losses in other territories are $104 million, of which $6 million will expire in fiscal 2027, $11 million will expire in fiscal 2028, $12 million will expire in fiscal 2033, and the remaining losses will not expire.

 

As of December 31, 2023, the gross NOLs and interest limitation carryforwards generated in the US of $221 million and $176 million will not expire. US federal and state NOL carryforwards of $46 million and $250 million will expire, if not utilized, in 2032 to 2036 and in 2027 to 2038, respectively. Deferred tax assets related to the gross tax losses and interest carryforwards in the UK of $29 million and $32 million, respectively, as well as the tax losses in Hong Kong of $67 million will not expire.

 

Deferred tax assets are reduced by a valuation allowance if, based on the weight of available positive and negative evidence, it is more likely than not that some portion of or all the deferred tax assets will not be realized. The Company has concluded that it is not more likely than not that the majority of the deferred tax assets can be realized and therefore a valuation allowance has been assigned to these deferred tax assets. If the Company is subsequently able to utilize all or a portion of the deferred tax assets for which a valuation allowance has been established, then it may be required to recognize these deferred tax assets through the reduction of the valuation allowance which could result in a material benefit to the results of operations in the period in which the benefit is determined.

 

During the fiscal year ended December 29, 2024, the valuation allowance for deferred tax assets increased by $48 million. This increase mainly related to certain US and UK attributes which are not expected to be realizable. Of the increase in valuation allowance $50 million is recognized in the consolidated statement of operations, offset by a decrease of $(2) million as a result of foreign exchange translation impact.

 

As of December 29, 2024, the Company had $136 million (December 31, 2023: $108 million), $59 million (December 31, 2023: $49 million), $13 million (December 31, 2023: $12 million), and $27 million (December 31, 2023: $18 million) in valuation allowances against the net US, UK, Hong Kong, and the rest of the world deferred tax assets, respectively.

 

A portion of the Company's US deferred tax assets relates to net operating losses, the use of which may not be available as a result of limitations under Section 382 of the US tax code. With respect to the US net operating losses, it is not practical to determine if such losses would be utilized based on Management's future projected taxable income.

 

As of December 29, 2024, the Company had no undistributed earnings on which to provide tax. In the event the Company's subsidiaries become profitable, distributions are likely not to accrue additional taxes due to both the US and UK dividends received exemption regimes.

 

Impact of Global Intangible Low Taxed Income Provisions (United States)

 

The Company is subject to the US Global Intangible Low Taxed Income (GILTI) provisions which require US groups to include in taxable income certain earnings of their foreign controlled corporations. This provision did not impact the Company in the current year since these foreign controlled corporations generated an overall loss which has no impact on US taxable income. We have elected to treat any potential GILTI inclusions as a period cost.

 

Uncertain Tax Positions

 

The Company recognizes tax liabilities when, despite its belief that its tax return positions are supportable, management believes that certain positions may not be fully sustained upon review by tax authorities. Each period the Company assesses uncertain tax positions for recognition, measurement and effective settlement. Benefits from uncertain tax positions are measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement - the more likely than not recognition threshold. Where the Company has determined that its tax return filing position does not satisfy the more-likely-than-not recognition threshold, the Company has recorded $87 million (December 31, 2023: $47 million; January 1, 2023: $16 million) of uncertain tax benefits.

 

The ongoing assessments of the more-likely-than-not outcomes of uncertain tax positions require judgment and can increase or decrease the Company's effective tax rate, as well as impact its operating results. It is reasonably possible that the amount of uncertain tax positions could significantly change within the next 12 months. The Company has ongoing income tax audits in various jurisdictions and evaluates uncertain tax provisions that may be challenged by local tax authorities and not fully sustained. These uncertain tax positions are reviewed on an ongoing basis and adjusted in light of facts and circumstances including progression of tax audits, developments in case law and closing of statute of limitations. As of December 29, 2024, the Company is not able to estimate the range by which these potential events could impact the uncertain tax benefits recorded within the next 12 months.

 

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

 

(in thousands)

December 29, 2024

 

 

December 31, 2023

 

 

January 1, 2023

 

Balance at beginning of year

$

46,889

 

 

$

15,841

 

 

$

15,129

 

Additions related to the current year

 

19,288

 

 

 

11,917

 

 

 

5,359

 

Additions related to the prior years

 

30,600

 

 

 

17,899

 

 

 

—

 

Reductions related to prior year positions

 

(3,818

)

 

 

(95

)

 

 

—

 

Reductions due to expiry of statute of limitations

 

(5,126

)

 

 

(176

)

 

 

(3,014

)

Change in tax rate

 

—

 

 

 

—

 

 

 

—

 

Foreign exchange

 

(765

)

 

 

1,503

 

 

 

(1,633

)

Balance at end of year

$

87,068

 

 

$

46,889

 

 

$

15,841

 

 

Unrecognized tax benefits increased by $40 million during the fiscal year ended December 29, 2024 (fiscal year ended December 31, 2023: $31 million). During fiscal year 2024 and fiscal year 2023, the net increase of $40 million and $31 million, respectively, was primarily driven by a rebalancing of intercompany pricing throughout the Group.

 

During the fiscal years ended December 29, 2024, the Company recognized interest and penalties associated with its unrecognized tax benefits in its consolidated statements of operations of $4 million. This amount is not included in the table above. During December 31, 2023, and January 1, 2023, the Company did not recognize any interest and penalties associated with its unrecognized tax benefits in its consolidated statements of operations. As of December 29, 2024, if recognized, $14 million of its unrecognized tax benefits would impact the Company’s effective tax rate, the remaining balance is recognized against deferred tax assets and as a result of valuation allowances would not impact the Company's effective tax rate.

 

In the UK, US and Greece, the earliest tax years that remain subject to examination by the tax authorities are 2019, 2018, and 2017, respectively. To the extent US tax attributes generated in closed years are carried forward into years that are open to examination, they may be subject to adjustment in audit.

 

The Inflation Reduction Act (the “IRA”) was enacted in August 2022, the provisions of which include a minimum tax equal to 15% of the adjusted financial statement income of certain large corporations, as well as a 1% excise tax on certain share buybacks by public corporations that would be imposed on such corporations. The Company analyzed the impact of the IRA and the excise tax did not have a material impact on our business, financial condition, and results of operations for fiscal year ended December 29, 2024. The Company will continue to monitor this going forward.

 

The Organization for Economic Co-operation and Development (OECD) global tax reform initiatives introduced a global minimum tax of 15% on country-by-country profits applicable to large multinational corporations. As part of this international initiative, the UK enacted its BEPS Pillar Two Minimum Tax legislation with effect for accounting periods beginning on or after December 31, 2023.

 

The Company has carried out an assessment of the impacts of this legislation for Fiscal 2024 and has concluded that these new rules do not have a material impact on the Company’s effective tax rate or tax payments for this period. The Company will undertake this assessment for subsequent reporting periods to continue to monitor its compliance with the Global Anti-Base Erosion (GloBE) rules.
v3.25.1
Segments
 12 Months Ended
Dec. 29, 2024
Segment Reporting [Abstract]  
Segments
18.
Segments

 

The Company’s core operations comprise of Houses and restaurants across a number of territories, which are managed on a geographical basis. There is a segment managing director for each of the UK, The Americas, and Europe and Rest of the World (“RoW”) who is responsible for Houses, hotels and restaurants in that region. Each operating segment manager reports directly to the Company’s Chief Operating Decision Maker (“CODM”), the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer combined. In addition to Houses and restaurants, the Company offers other products and services, such as retail, home & beauty products and services, which comprise its Retail operating segment; access to Soho Works collaboration spaces across the UK and North America, which comprise its Soho Works operating segment; and memberships for people who live in cities where physical Houses do not exist, which comprise its Cities Without Houses operating segment. The Retail, Soho Works, and Cities Without Houses operating segments also have segment managers which report directly to the CODM and are managed separately from the Houses and hotels in each region.

 

The Company has identified the following three reportable segments:

•
UK,
•
The Americas, and
•
Europe and RoW.

 

The Company analyzed the results of the Retail, Soho Works, Soho Restaurants, and Cities Without Houses operating segments and concluded that they did not warrant separate presentation as reportable segments as they do not provide additional useful information to the readers of the financial statements. Therefore, these segments are included as part of an “All Other” category.

 

Intercompany revenues and costs among the reportable segments are not material and accounted for as if the sales were to third parties because these items are based on negotiated fees between the segments involved. All intercompany transactions and balances are eliminated in consolidation. Intercompany revenues and costs between entities within a reportable segment are eliminated to arrive at segment totals. Segment revenue includes revenue of certain equity method investments, which are considered stand-alone operating segments, which are therefore not included in revenues as part of these consolidated financial statements. Eliminations between segments are separately presented. Corporate results include amounts related to Corporate functions such as administrative costs and professional fees. Income tax expense is managed by Corporate on a consolidated basis and is not allocated to the reportable segments.

 

The Company manages and assesses the performance of the reportable segments by Reportable segments EBITDA, which is defined as net income (loss) before depreciation and amortization, interest expense, net, provision (benefit) for income taxes, adjusted to take account of the impact of certain non-cash and other items that the Company does not consider in its evaluation of ongoing operating performance. These other items include, but are not limited to, loss (gain) on sale of property and other, net, share of loss (profit) of equity method investments, foreign exchange, pre-opening expenses, non-cash rent, deferred registration fees, net, share of equity method investments EBITDA, share-based compensation expense and certain other expenses.

 

The following tables present disaggregated revenue for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023 and the key financial metrics reviewed by the CODM for the Company’s reportable segments:

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Fiscal Year Ended December 29, 2024

 

(in thousands)

 

The
Americas

 

 

UK

 

 

Europe &
RoW

 

 

Reportable
Segment
Total

 

 

All
Other

 

 

Total

 

Membership Revenues

 

$

206,340

 

 

$

122,432

 

 

$

53,064

 

 

$

381,836

 

 

$

49,884

 

 

$

431,720

 

In-House Revenues

 

 

206,408

 

 

 

182,949

 

 

 

118,022

 

 

 

507,379

 

 

 

-

 

 

 

507,379

 

Other Revenues

 

 

75,439

 

 

 

70,657

 

 

 

60,645

 

 

 

206,741

 

 

 

111,091

 

 

 

317,832

 

Elimination of equity accounted revenue

 

 

(14,742

)

 

 

(7,842

)

 

 

(30,533

)

 

 

(53,117

)

 

 

-

 

 

 

(53,117

)

Total consolidated segment revenue

 

 

473,445

 

 

 

368,196

 

 

 

201,198

 

 

 

1,042,839

 

 

 

160,975

 

 

 

1,203,814

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In House Operating Expenses

 

 

(281,028

)

 

 

(220,057

)

 

 

(134,797

)

 

 

(635,882

)

 

 

(2,460

)

 

 

(638,342

)

Other Operating Expenses

 

 

(52,573

)

 

 

(39,557

)

 

 

(46,122

)

 

 

(138,252

)

 

 

(138,069

)

 

 

(276,321

)

Total segment operating expenses

 

 

(333,601

)

 

 

(259,614

)

 

 

(180,919

)

 

 

(774,134

)

 

 

(140,529

)

 

 

(914,663

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other segment items(2)

 

 

(63,238

)

 

 

12,753

 

 

 

(18,321

)

 

 

(68,806

)

 

 

(32,813

)

 

 

(101,619

)

Share of equity method investments EBITDA

 

 

3,949

 

 

 

1,148

 

 

 

5,616

 

 

 

10,713

 

 

 

—

 

 

 

10,713

 

Reportable segments EBITDA

 

 

80,555

 

 

 

122,483

 

 

 

7,574

 

 

 

210,612

 

 

 

(12,367

)

 

 

198,245

 

Unallocated corporate overhead

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(46,235

)

Consolidated Segmental EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

152,010

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(101,521

)

Interest expense, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(83,531

)

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(13,318

)

Gain (loss) on sale of property and other, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,768

)

Share of income of equity method investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,090

 

Foreign exchange

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(22,708

)

Pre-opening expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(15,626

)

Non-cash rent(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,690

)

Deferred registration fees, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,873

 

Share of equity method investments EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(10,713

)

Share-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(16,023

)

Loss on impairment of long lived assets and intangible assets(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(32,345

)

Loss on impairment of Goodwill(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,204

)

Other expenses, net(5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(12,094

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(163,568

)
(1)
Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies – Basis of Presentation.
(2)
Other segment items mainly relate to depreciation and amortization, interest expense, net and other, net.
(3)
Following the Company's impairment review, the Company recognized $14 million of impairment losses on long-lived assets (comprised of $11 million in respect of Operating lease assets and $3 million of Property and equipment, net), of which $14 million is in respect of Soho Works North America and $1 million related to a UK restaurant site. Further, the Company recognized $18 million of impairment losses on intangible assets related to the termination of two hotel management contracts and impairment on four LINE and Saguaro hotel management contracts.
(4)
The Company recognized impairment losses of $6 million on goodwill related to the LINE and Saguaro and Soho Roc House reporting units
(5)
Other expenses, net include a $2 million expense related to professional service fees associated with the Company's shareholder activism response, a $2 million expense related to third party advisory expenses incurred by the Company's independent special committee in request of the evaluation of certain strategic transactions and a $7 million expense incurred with respect to a strategic reorganization program of the Company's operations and support teams.

 

 

 

For the Fiscal Year Ended December 31, 2023 (As Revised)

 

(in thousands)

 

The
Americas

 

 

UK

 

 

Europe &
RoW

 

 

Reportable
Segment
Total

 

 

All
Other

 

 

Total

 

Membership Revenues

 

$

177,267

 

 

$

104,396

 

 

$

45,648

 

 

$

327,311

 

 

$

42,023

 

 

$

369,334

 

In-House Revenues

 

 

203,172

 

 

 

182,363

 

 

 

122,359

 

 

 

507,894

 

 

 

-

 

 

 

507,894

 

Other Revenues

 

 

76,066

 

 

 

70,497

 

 

 

43,982

 

 

 

190,545

 

 

 

109,187

 

 

 

299,732

 

Elimination of equity accounted revenue

 

 

(15,411

)

 

 

(7,686

)

 

 

(28,729

)

 

 

(51,826

)

 

 

-

 

 

 

(51,826

)

Total consolidated segment revenue

 

 

441,094

 

 

 

349,570

 

 

 

183,260

 

 

 

973,924

 

 

 

151,210

 

 

 

1,125,134

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In House Operating Expenses

 

$

(263,488

)

 

$

(196,126

)

 

$

(131,084

)

 

$

(590,698

)

 

$

(1,777

)

 

 

(592,475

)

Other Operating Expenses

 

$

(56,827

)

 

$

(40,925

)

 

$

(29,262

)

 

$

(127,014

)

 

$

(129,883

)

 

 

(256,897

)

Total segment operating expenses

 

 

(320,315

)

 

 

(237,051

)

 

 

(160,346

)

 

 

(717,712

)

 

 

(131,660

)

 

 

(849,372

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other segment items(4)

 

 

(50,338

)

 

 

4,420

 

 

 

(16,808

)

 

 

(62,726

)

 

 

(36,980

)

 

 

(99,706

)

Share of equity method investments EBITDA

 

 

3,036

 

 

 

1,239

 

 

 

5,044

 

 

 

9,319

 

 

 

-

 

 

 

9,319

 

Reportable segments EBITDA

 

 

73,477

 

 

 

118,178

 

 

 

11,150

 

 

 

202,805

 

 

 

(17,430

)

 

 

185,375

 

Unallocated corporate overhead

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(43,946

)

Consolidated Segmental EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

141,429

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(111,281

)

Interest expense, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(84,136

)

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(10,811

)

Gain on sale of property and other, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,038

)

Share of loss of equity method investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,900

 

Foreign exchange

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

36,196

 

Pre-opening expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(18,679

)

Non-cash rent (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,785

)

Deferred registration fees, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,855

 

Share of equity method investments EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,319

)

Share-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(20,230

)

Loss on impairment(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(47,772

)

Other expenses, net(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,007

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(129,678

)
(1)
Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies - Basis of Presentation.
(2)
During Fiscal 2023, the Company recognized $48 million of impairment losses on long-lived assets (comprised of $32 million in respect of Operating lease assets and $16 million of Property and equipment, net), of which $39 million is in respect of Soho Works North America.
(3)
In November 2023, the Company entered into a 10-year licensing agreement with a third party to manufacture and distribute the Company’s Cowshed brand, commencing January 1, 2024. This agreement has restricted the Company’s ability to sell certain inventories it acquired prior to entering into the agreement. As such, the Company has provided in full for the $5 million of inventory it is unable to recover as a result of the entering into the agreement. This is presented within other, net in the consolidated statement of operations for Fiscal 2023.
(4)
Other segment items mainly relate to depreciation and amortization, interest expense, net and other, net.

 

 

 

For the Fiscal Year Ended January 1, 2023 (As Revised)

 

(in thousands)

 

The
Americas

 

 

UK

 

 

Europe &
RoW

 

 

Reportable
Segment
Total

 

 

All
Other

 

 

Total

 

Membership Revenues

 

$

139,636

 

 

$

76,603

 

 

$

31,485

 

 

$

247,724

 

 

$

35,955

 

 

$

283,679

 

In-House Revenues

 

 

193,983

 

 

 

166,016

 

 

 

88,240

 

 

 

448,239

 

 

 

-

 

 

 

448,239

 

Other Revenues

 

 

70,689

 

 

 

65,010

 

 

 

38,408

 

 

 

174,107

 

 

 

115,252

 

 

 

289,359

 

Elimination of equity accounted revenue

 

 

(14,919

)

 

 

(7,700

)

 

 

(22,655

)

 

 

(45,274

)

 

 

-

 

 

 

(45,274

)

Total consolidated segment revenue

 

 

389,389

 

 

 

299,929

 

 

 

135,478

 

 

 

824,796

 

 

 

151,207

 

 

 

976,003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In House Operating Expenses

 

$

(243,216

)

 

$

(185,566

)

 

$

(99,160

)

 

$

(527,942

)

 

$

(2,787

)

 

 

(530,729

)

Other Operating Expenses

 

$

(50,893

)

 

$

(38,233

)

 

$

(24,183

)

 

$

(113,309

)

 

$

(138,592

)

 

 

(251,901

)

Total segment operating expenses

 

 

(294,109

)

 

 

(223,799

)

 

 

(123,343

)

 

 

(641,251

)

 

 

(141,379

)

 

 

(782,630

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other segment items(2)

 

 

(27,531

)

 

 

(15,468

)

 

 

(4,631

)

 

 

(47,630

)

 

 

(23,563

)

 

 

(71,193

)

Share of equity method investments EBITDA

 

 

2,610

 

 

 

1,142

 

 

 

3,825

 

 

 

7,577

 

 

 

-

 

 

 

7,577

 

Reportable segments EBITDA

 

 

70,359

 

 

 

61,804

 

 

 

11,329

 

 

 

143,492

 

 

 

(13,735

)

 

 

129,757

 

Unallocated corporate overhead

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(43,522

)

Consolidated Segmental EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

86,235

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(99,915

)

Interest expense, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(71,518

)

Income tax benefit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,131

)

Gain on sale of property and other, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

390

 

Share of loss of equity method investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,941

 

Foreign exchange (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(69,600

)

Pre-opening expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(14,078

)

Non-cash rent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,877

)

Deferred registration fees, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(924

)

Share of equity method investments EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,577

)

Share-based compensation expense(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(22,675

)

Other expenses, net(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(14,628

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(223,357

)

(1) Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies – Basis of Presentation.

(2) Other segment items mainly relate to depreciation and amortization, interest expense, net and other, net.

(3) Other expenses, net includes share-based compensation and severance expense incurred related to the departure of the former Chief Operating Officer ($4 million) and another former employee ($1 million) of the Company of $5 million for fiscal year ended January 1, 2023. This balance is reported within share-based compensation expense in the consolidated statement of operations for the fiscal year ended January 1, 2023.

 

The following table presents long-lived asset information (which includes property and equipment, net, operating lease right-of-use assets and equity method investments) by geographic area as of December 29, 2024 and December 31, 2023. Asset information by segment is not reported internally or otherwise regularly reviewed by the CODM. Further, Management concluded that it was impractical to report revenues from external customers attributed to the Company's country of domicile and all material foreign countries.

 

 

 

As of

 

(in thousands)

 

December 29, 2024

 

 

December 31, 2023
(As Revised)

 

Long-lived assets by geography

 

 

 

 

 

 

The Americas

 

$

868,883

 

 

$

873,547

 

United Kingdom

 

 

548,996

 

 

 

556,628

 

Europe

 

 

294,394

 

 

 

317,502

 

Asia

 

 

35,024

 

 

 

47,694

 

Total long-lived assets

 

$

1,747,297

 

 

$

1,795,371

 

 

Following the Company's impairment review in Fiscal 2024 and Fiscal 2023, the Company recognized $14 million and $48 million of impairment losses on long-lived assets comprised of $11 million and $32 million in respect of Operating lease assets and $3 million and $16 million of Property and equipment, net.

 

The long-lived assets presented by geography above include $14 million and $1 million of impairment losses in The Americas and United Kingdom, respectively in Fiscal 2024 and $39 million, $4 million and $5 million of impairment losses in The Americas, United Kingdom and Asia, respectively in Fiscal 2023.
v3.25.1
Related Party Transactions
 12 Months Ended
Dec. 29, 2024
Related Party Transactions [Abstract]  
Related Party Transactions
19.
Related Party Transactions

 

The amounts owed by (to) equity method investees due within one year are as follows:

 

 

 

As of

 

(in thousands)

 

December 29, 2024

 

 

December 31, 2023

 

Soho House Toronto Partnership

 

$

745

 

 

$

608

 

Raycliff Red LLP

 

 

(6,957

)

 

 

(5,669

)

Mirador Barcel S.L.

 

 

(1,081

)

 

 

(784

)

Little Beach House Barcelona S.L.

 

 

(355

)

 

 

(406

)

Mimea XXI S.L.

 

 

961

 

 

 

715

 

Soho Beach House Canouan Limited

 

 

673

 

 

 

-

 

StoreBerlin Limited*

 

 

1,470

 

 

 

1,310

 

 

$

(4,544

)

 

$

(4,226

)

 

*The Company owns 50% of Store Berlin and suspended application of the equity method of accounting for Store Berlin as of January 2, 2022, due to the £1 investment balance and given SHCO is not obligated to provide for Store Berlin’s losses, has not guaranteed its obligations, nor otherwise committed to provide financial support. Whilst StoreBerlin has suspended equity method of accounting, the entity continues to have a balance owed by the JV.

 

Amounts owed by equity method investees due within one year are included in prepaid expenses and other current assets on the consolidated balance sheets. Amounts owed to equity method investees due within one year are included in other current liabilities on the consolidated balance sheets.

 

Lease contracts with Related Parties

 

The Company leases Soho Works Washington, 875 Washington Street, New York, from an affiliate of Raycliff Capital, LLC which is controlled by a member of the Company's board; however, on June 20, 2024 the member stood down from the Company's board. The handover of five floors of the leased property occurred on a floor-by-floor basis resulting in multiple lease commencement dates in 2019 and 2020. The various lease contracts run for a term of 15 years until March 31, 2036, with further options to extend. The total operating lease right-of-use asset and liability associated with this property was $35 million and $54 million, respectively, as of December 31, 2023. The rent expense associated with this lease was $7 million, $6 million and $5 million during the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, respectively.

 

The Company is party to a property lease arrangement with The Yucaipa Companies, LLC for 9100-9110 West Sunset Boulevard, Los Angeles, California. This lease runs for a term of 15 years until March 31, 2030. The operating right-of-use asset and liability

associated with this lease are $6 million and $8 million as of December 29, 2024, respectively, and $13 million and $21 million as of December 31, 2023, respectively. Rent expense associated with this lease totaled $2 million, $2 million and $2 million during the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, respectively.

Through Soho-Ludlow Tenant LLC, the Company is a party to a property lease agreement dated May 3, 2019, for 137 Ludlow Street, New York with 137 Ludlow Gardens LLC, an affiliate of The Yucaipa Companies, LLC. This lease runs for a term of 27 years until May 31, 2046, with options to extend for two additional five-year terms. The operating lease right-of-use asset and liability associated with this lease were $8 million and $15 million, respectively, as of December 29, 2024 and $8 million and $15 million, respectively, as of December 31, 2023. The rent expense associated with this lease was $1 million, $1 million and $1 million during the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, respectively.

 

The Company leases the Little House West Hollywood, 8465 Hollywood Drive, West Hollywood, California, from GHWHI, LLC, an affiliate of The Yucaipa Companies, LLC until August 2024 when ownership was transferred to a third party. This lease commenced on October 16, 2021. This lease runs for a term of 25 years (15-year base lease term, including two 5-year renewal options). The operating lease right-of-use asset and liability associated with this lease were $64 million and $68 million, respectively, as of December 31, 2023. The receivable recognized by Soho House was $1 million for fiscal year ended December 31, 2023. The rent expense associated with this lease $6 million, $6 million and $5 million during the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, respectively.

 

The Company leases the Tel Aviv House, 27 Yefet Street, Tel Aviv, Israel, from an affiliate of Raycliff Capital, LLC which is controlled by a member of the Company's board; however, on June 20, 2024 the member stood down from the Company's board. This lease commenced on June 1, 2021. This lease runs for a term of 19 years until December 15, 2039. The operating lease right-of-use asset and liability associated with this lease was $22 million and $22 million, respectively, as of December 31, 2023. The rent expense associated with this lease $3 million, $3 million and $3 million during the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, respectively.

The Company leases a property from GHPSI, LLC, an affiliate of The Yucaipa Companies, LLC, in order to operate the Le Vallauris restaurant, 385 West Tahquitz Canyon Way, Palm Springs, California. On October 21, 2024, the Le Vallauris (California, US) lease contract was modified to defer the rent until Soho House Palm Springs' opening date. This modification was a result of rent negotiation efforts between two parties to reflect the commercial relationship between the restaurant and House location. This lease runs for a term of 15 years until March 16, 2037, with options to extend for two additional five-year terms. The operating lease right-of-use asset and liability associated with this lease were $4 million and $4 million, respectively, as of December 29, 2024 and $6 million and $7 million, respectively as of December 31, 2023. The rent expense associated with this lease $1 million, $1 million and $1 million during the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, respectively.

The Company leases a property located at 900 Campagna Lane, Kenwood, California from Kenwood Ranch, LLC, an affiliate of The Yucaipa Companies, LLC. This lease runs for a term of 15 years, with options to extend for two additional five-year terms. The lease term, and rent payments under the lease, have not yet commenced as the property is not yet operational. As of fiscal year ended December 29, 2024, the receivable balance was fully settled. As of December 31, 2023, the Company held a receivable of less than $1 million .

The Company leases a property located at 27984 Highway 189, Lake Arrowhead, California from RLAHI, LLC, an affiliate of The Yucaipa Companies, LLC. This lease runs for a term of 15 years, with options to extend for two additional five-year terms. The lease term, and rent payments under the lease, have not yet commenced as the property is not yet operational. This has led to a receivable balance of less than $1 million and less than $1 million for fiscal years ended December 29, 2024 and December 31, 2023.

The Company leases a property from GHPSI, LLC, an affiliate of The Yucaipa Companies, LLC, in order to operate the Willows Historic Palm Springs Inn, 412 West Tahquitz Canyon Way, Palm Springs, California. This lease commenced on September 15, 2022. On October 21, 2024, the Willows Historic Palm Springs Inn (California, US) lease contract was modified to defer the rent until Soho House Palm Springs' opening date. This modification was a result of rent negotiation efforts between two parties to reflect the commercial relationship between the inn and House location. This lease runs for a term of 15 years until September 14, 2037, with options to extend for two additional five-year terms. The operating lease right-of-use asset and liability associated with this lease were $8 million and $8 million, respectively, as of December 29, 2024 and $14 million and $14 million, respectively, as of December 31, 2023. The receivable due to Soho House associated with this lease was less than $1 million and $1 million in fiscal years ended December 29, 2024, and December 31, 2023. The rent expense associated with this lease was $2 million, $2 million and less than $1 million during the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023, respectively.

The Company leases the Soho House Stockholm property located at Majorsgatan 5, Stockholm, Sweden from Majorsbolaget AB, an affiliate of The Yucaipa Companies, LLC, until October 2023 when ownership was transferred to a third party. This lease commenced on December 8, 2022. This lease runs for a term of 15 years. The operating lease right-of-use asset and liability associated with this lease were $29 million and $30 million, respectively, as of December 31, 2023. The receivable associated with this lease was $3 million during the fiscal year ended December 31, 2023. The rent expense associated with this lease was $3 million and less than $1 million during the fiscal years ended December 31, 2023 and January 1, 2023.

Hotel Management agreements with Related Parties

The Company recognized management fees, development fees and cost reimbursements from Ned-Soho House, LLP, a joint venture between the Company and an affiliate of The Yucaipa Companies, LLC, related to the operations of the Ned London. The Company recognized a receivable of $10 million and $3 million reported within "Accounts receivable, net" in the consolidated balance sheet for fiscal years ended December 29, 2024 and December 31, 2023, respectively. The Company also recorded a payable of $3 million and $2 million reported within "Accounts payable net" in the consolidated balance sheet as of December 29, 2024 and December 31, 2023, respectively. The accrued revenue balance for Ned-Soho House LLP associated with the fees was $1 million and $7 million recorded within "Prepaid expenses and other current assets" in the consolidated balance sheet as of December 29, 2024 and December 31, 2023. Ned-Soho House, LLP also recognized a receivable relating to retail related revenue from Soho House brands for $2 million and $2 million reported within "Accounts receivable, net" in the consolidated balance sheet as of December 29, 2024 and December 31, 2023 and a payable for less than $1 million and less than $1 million reported within "Accounts payable net" in the consolidated balance sheet as of December 29, 2024 and December 31, 2023. The revenue recognized from the management fees, development fees and cost reimbursements was $5 million, $4 million and $4 million during the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, respectively and they are reported within "Other Revenues" in the consolidated statement of operations. The revenue recognized from the retail related services was less than $1 million, less than $1 million and less than $1 million during the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, respectively and they are reported within "Other Revenues" in the consolidated statement of operations.

The Company recognized management fee income from the Ned NY 28th, LLC, an affiliate of The Yucaipa Companies, LLC, related to the operations of The Ned New York, which opened in June 2022, leading to a receivable of totaling $6 million and $4 million reported within "Accounts receivable, net" in the consolidated balance sheet as of December 29, 2024 and December 31, 2023, respectively. The fees totaled $2 million, $2 million and $1 million during the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023, respectively and they are reported within "Other Revenues" in the consolidated statement of operations. The Ned New York also recognized a receivable, reported within "Accounts receivable, net" in the consolidated balance sheet, relating to Retail related revenue from Soho House brands for less than $1 million and less than $1 million for the fiscal years ended December 29, 2024 and December 31, 2023, respectively. The revenue recognized from the retail related services was less than $1 million, less than $1 million and less than $1 million during the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023, respectively and reported within "Other Revenues" in the consolidated statement of operations.

The Company recognized management fees and cost reimbursements from Oryx Corniche Developments QPSC, an affiliate of The Yucaipa Companies, LLC, until April 2024 when ownership was transferred to a third party, related to the operations of The Ned Doha, which opened in November 2022. The recognition of fees and cost reimbursement lead to a receivable balance totaling $2 million reported within "Accounts receivable, net" in the consolidated balance sheet for December 31, 2023 and a payable balance of less than $1 million reported within "Accounts payable net" in the consolidated balance sheet as of December 31, 2023. The Ned Doha had an accrued revenue balance of $1 million recorded within "Prepaid expenses and other current assets" in the consolidated balance sheet as of December 31, 2023. The fees totaled $2 million, $1 million and less than $1 million during the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023, respectively and they are reported within "Other Revenues" in the consolidated statement of operations.

The Company recognized management fees under our hotel management contract for the operation of The LINE and Saguaro hotels from LA Wilshire Hotel LLC, Adams Morgan Hotel Owner LLC, Downtown Austin Lakeside Hotel LLC and Palm Canyon Hotel LLC as the owners of the LINE and Saguaro hotels, which are affiliates of The Yucaipa Companies, LLC. These fees lead to a receivable of $12 million and $6 million reported within "Accounts receivable, net" in the consolidated balance sheet as of December 29, 2024 and December 31, 2023. The fees, recorded under Other Revenue, amounted to $11 million, $8 million and $8 million during the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, respectively.

The Company recognized management fees under our studio, hotel and restaurant management contract for the operation of Redchurch Street studio space, hotel and Cecconi's from an affiliate of Raycliff Capital, LLC which is controlled by a member of the Company's board; however, on June 20, 2024 the member stood down from the Company's board. The fees led to a receivable of $6 million reported within "Accounts receivable, net" in the consolidated balance sheet as of December 31, 2023. The costs invoiced to The Company lead to a payable of $4 million reported within "Accounts payable net" in the consolidated balance sheet as of

December 31, 2023. The Company also recognized accrued income of less than $1 million recorded within "Prepaid expenses and other current assets" in the consolidated balance sheet as of December 31, 2023. The fees totaled less than $1 million, less than $1 million and less than $1 million during the fiscal years ending December 29, 2024, December 31, 2023 and January 1, 2023, respectively and they are reported within "Other Revenues" in the consolidated statement of operations.

Design Service Management Agreements with Related Parties

Fees from the provision of Soho House Design services to affiliates, Oryx Corniche Developments QPSC, an affiliate of The Yucaipa Companies, LLC, until April 2024 when ownership was transferred to a third party, and GH123GREENWICH LLC, have led to a receivable totaling less than $1 million and less than $1 million reported within "Accounts receivable, net" in the consolidated balance sheet as of December 29, 2024 and December 31, 2023, respectively. The fees received from affiliates totaled $1 million, $1 million and $15 million during the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, respectively, and they are reported within "Other Revenues" in the consolidated statement of operations. Costs incurred on behalf of GH123Greenwich LLC, GH 1170 Broadway, LLC and 730 15th Street Club LLC in connection to the provision of Soho House Design services led to a receivable for less than $1 million and $1 million which is reported within "Accounts receivable, net" as of December 29, 2024 and December 31, 2023, respectively. The Soho House Design services led to a payable of less than $1 million and less than $1 million as of December 29, 2024 and December 31, 2023 which is reported within "Accounts payable net" in the consolidated balance sheet. The fees recognized relating to Soho House Design services on behalf of affiliates totaled less than $1 million, less than $1 million and $4 million for fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, respectively, and they are reported within "Other Revenues" in the consolidated statement of operations.

Other transactions with Related Parties

In September 2023, the Company repurchased 2,000,000 shares of its Class A common stock from its Founder and director Nick Jones in a privately negotiated transaction for $12 million. These shares are held by the Company as Treasury shares.

The Company reported a combined total amount related to the transactions listed above of $33 million and $34 million in current assets as of December 29, 2024 and December 31, 2023 in the consolidated balance sheet. The Company reported a combined related party receivable of $31 million and $26 million as of December 29, 2024 and December 31, 2023, respectively, reported within “Accounts receivable, net”. Further, included within “Accounts receivable, net” are non-secured and non-interest bearing advances in the amount of $5 million held with The LINE and Saguaro hotel entities. The outstanding related party receivable and advances amounts are expected to be repaid in full and settled in cash. Of the outstanding accounts receivable balances, $9 million is expected to be assumed by the new LINE LA JV vehicle, as described in Note 21 Subsequent events. The Company reported a combined related party accrued revenue of $1 million and $8 million as of December 29, 2024 and December 31, 2023, respectively, reported within “Prepaid expenses and other current assets.” The Company reported a combined right-of-use asset of $26 million and $192 million as of December 29, 2024 and December 31, 2023, respectively, reported within “Operating lease assets” in the consolidated balance sheet.

Included in current liabilities in the consolidated balance sheet are amounts due to related parties listed above of $1 million and $5 million reported within “Current portion of operating lease liabilities - sites trading more than one year” as of December 29, 2024 and December 31, 2023, respectively. The related combined long term lease liability amounts to $34 million and $225 million reported in “Operating lease liabilities, net of current portion - sites trading more than one year” as of December 29, 2024 and December 31, 2023, respectively. Further, the Company recognized a payable, recorded within “Accounts payable”, of $3 million and $6 million as of December 29, 2024 and December 31, 2023, respectively, related to transactions listed above.

The Company reported in the consolidated statement of operations a combined amount of revenue generated from related party transactions listed above of $20 million, $17 million and $33 million during fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, respectively, and reported in "Other revenue". The straight-line rent recorded within “In-house operating expenses” associated with the related party leases listed above amounts to $22 million, $23 million and $17 million for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, respectively.

The Company is party to various transactions with affiliates of The Yucaipa Companies, LLC, as identified above. The Yucaipa Companies, LLC, through its participation in the Voting Group, has significant influence over us, including control over decisions that require the approval of stockholders. The Voting Group constitutes our Founder and director Nick Jones, Richard Caring a director, and certain affiliates of The Yucaipa Companies, LLC and its Founder and our executive chairman and a director, Ron Burkle, together with their respective family members and certain affiliates.
v3.25.1
Revision of Prior Period Financial Statements
 12 Months Ended
Dec. 29, 2024
Disclosure Text Block [Abstract]  
Condensed Financial Statements [Text Block]
20.
Revision of Prior Period Financial Statements

 

As described in Note 2, Summary of Significant Accounting Policies, during the third quarter in the fiscal year ended December 29, 2024, in connection with a planned ERP systems upgrade, the Company performed a number of initiatives including continuing to work with external consultants to review and strengthen its internal controls and processes, including reconciliations and completing the implementation of a new ERP system for its retail business in August 2024. Through the performance of these activities, management identified misstatements in its previously issued financial statements and confirmed the financial statement impact of previously identified uncorrected immaterial misstatements. The Company determined that correction of these adjustments as out of period corrections would be material in aggregate to the third quarter of fiscal 2024, however, the impacts of these misstatements were not material to the financial statements for all prior periods identified. As a result, the Company has revised its Fiscal 2023 and Fiscal 2022 consolidated financial statements to adjust for the impact of these misstatements.

The Company classified the majority of the misstatements into the following major categories:

1.
North America segment balance sheet reconciliations – the Company identified misstatements during the balance sheet reconciliation process which impacted several years and financial statement line items. The identified misstatements primarily related to items that should have been expensed as In-House and Other operating expenses but were manually coded incorrectly or not picked up in our systems.

On the statement of operations, this misstatement resulted in an understatement of net loss of $5 million in Fiscal 2022 $7 million in Fiscal 2023. On the balance sheet, this misstatement impacted accounts receivables, accrued liabilities, indirect and employee taxes payable and other current liabilities, resulting in an overstatement of net assets of $6 million as at Fiscal 2022, $12 million as at Fiscal 2023. This included a net decrease in Cash and cash equivalents of $1 million as at Fiscal 2022, $3 million as at Fiscal 2023, related to unrecorded credit card fees and identified errors in transactions recorded in the cash control account for which cash was not received. On the statement of cash flows, the misstatement resulted in an overstatement of net cash provided by operating activities of $3 million in Fiscal 2022 and Fiscal 2023.

2.
Soho Home sale transactions – the Company implemented a new ERP system for the retail business in August 2024. As part of the cut-over process into the new system, transactions were identified that had not been loaded from the commercial third party external system into the Company’s previous ERP system. On the statement of operations, this misstatement resulted in an understatement of Other revenues and Other operating expenses of $3 million and $1 million in Fiscal 2022, respectively; and $1 million and less than $1 million in Fiscal 2023, respectively, so an understatement of net income of $2 million in Fiscal 2022; and less than $1 million in Fiscal 2023. On the balance sheet, this misstatement impacted inventories and deferred income financial statement line items which resulted in an understatement of net assets of $2 million as at Fiscal 2022 and $2 million as at Fiscal 2023. There was no impact on the statement of cash flows presented in the fiscal periods impacted by these errors.
3.
Soho Works embedded lease accounting – the Company had not correctly identified a large Soho Works office contract as an embedded lease and failed to split the payments received under this contract as Membership revenues and as a credit to Other operating expenses (rent expense). This misstatement resulted in an overstatement of Membership revenues and Other operating expenses of $5 million in Fiscal 2023 which offset one another to have a net nil impact on net income, and a net nil impact on net assets and cash flows. There was no impact on the balance sheet and statement of cash flows presented in the fiscal periods impacted by these errors.
4.
Revenue recognition of exclusivity and incentive fee – the Company incorrectly recognized revenue in connection with two contracts in the Asian region at a point in time through Other revenues rather than over time through the identified performance obligation period. On the statement of operations, this misstatement resulted in an overstatement of Other revenues of $6 million in Fiscal 2023. On the balance sheet, this misstatement resulted in an understatement of deferred revenues of $6 million as at Fiscal 2023. There was no impact on the statement of cash flows presented in the fiscal period impacted by these errors.

The identified misstatements resulted in adjustments to various financial statement line items in the balance sheets, the statements of operations and the statements of cash flows across the periods presented in the tables below as follows:

•
an immaterial overstatement of Total revenues, Other operating expenses, Depreciation and amortization, Income tax expense, Cash and cash equivalents, Inventories, Prepaid expenses and other current assets, Property and equipment, net, Equity method investments; and
•
an immaterial understatement of In-House operating expenses, Pre-opening expenses, Accounts receivable, net, Operating lease assets, Accrued liabilities, Current portion of deferred revenue, Indirect and employee taxes payable and Other current liabilities.

Additionally, Management revised comparative period information presented on certain financial statement notes such as Note 8, Property and Equipment, Net and Note 4, Equity Method Investments to reflect identified disclosures adjustments.

The Company assessed the materiality of the errors, both individually and in aggregate, including as out of period corrections in the third quarter of fiscal 2024 as well as corrections to impacted prior period consolidated financial statements, on a qualitative and quantitative basis in accordance with SEC Staff Accounting Bulletins (“SAB”) No. 99, Materiality, and No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, codified in Accounting Standards Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections. The Company evaluated the materiality of the errors on the Fiscal 2023 and Fiscal 2022 consolidated financial statements and determined that they did not result in a material misstatement to the financial condition, results of operations, change of trend, or liquidity for any of these periods previously presented. However, the Company determined that the effect of recording the misstatements during the 13-week and 39-week periods ended as of September 29, 2024, would be material to the consolidated financial statements for the 52-week period ended December 29, 2024. As a result, the Company revised its previously issued consolidated financial statements.

The revision of the historical consolidated financial statements also includes the correction of other previously identified immaterial errors, which have impacted a number of financial statement line items in the balance sheets, the statements of operations and the statements of cash flows across the periods presented in the tables below that follow. The Company had previously determined that these adjustments did not, either individually or in the aggregate, result in a material misstatement of its previously issued consolidated financial statements. Further, the revision of the Fiscal 2022 consolidated financial statements includes as an out of period adjustment misstatements identified impacting periods pre-Fiscal 2022. Management has concluded that the impact pre-Fiscal 2022 is not material and will be part of the revisions in Fiscal 2022.

The Company believes the misstatements identified are related to manual processes and the existing material weaknesses in our control over financial reporting as described elsewhere in this Annual Report on Form 10-K. The Company has devoted, and will continue to devote, significant time and resources to complete its remediation of the material weaknesses. The following components of the ongoing remediation plan, among others, are:

•
Further enhancing our staff's skill-level and number of accounting staff within the finance department, especially in the Americas;
•
Implementing a new ERP system that supports the transition away from manual processes and legacy systems;
•
Investing in and improving other finance and controls related technology; and
•
Continuing to engage with external consultants to support the review and assist in strengthening the Company’s internal controls and processes.

Further, the Company is focused on continuing to bolster its Transformation and Finance teams including by hiring a Chief Transformation Officer (November 2024) to lead the ERP system implementation and a number of personnel with a higher level of knowledge and experience including application of US GAAP, internal audit and SOX compliance.

The Company considers that the actions described above are comprehensive and will remediate the material weaknesses and strengthen the Company’s internal control over financial reporting. Given the Company on-going process of recruiting experienced accounting staff and implementing the new ERP system, the Company believes that additional time will be beneficial to demonstrate that the new personnel, in conjunction with the new system, have the ability to consistently perform their responsibilities to ensure that the material weaknesses have been fully remediated. Therefore, the Company has concluded that these material weaknesses will not be considered fully remediated until the remediation actions, including those above, have operated effectively for a sufficient period of time and have been sufficiently tested.

Further information regarding the misstatements and related revisions including details of the corrections on the impacted financial statement line items are summarized in the tables below.

 

December 31, 2023

 

 

January 1, 2023

 

(in thousands, except for par value and share data)

As Previously Reported

 

 

Adjustment

 

 

As Revised

 

 

As Previously Reported

 

 

Adjustment

 

 

As Revised

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

161,656

 

 

$

(2,501

)

 

$

159,155

 

 

$

182,115

 

 

$

(1,435

)

 

$

180,680

 

Restricted cash

 

1,951

 

 

 

-

 

 

 

1,951

 

 

 

7,928

 

 

 

-

 

 

 

7,928

 

Accounts receivable, net

 

58,158

 

 

 

(69

)

 

 

58,089

 

 

 

42,215

 

 

 

171

 

 

 

42,386

 

Inventories

 

60,768

 

 

 

(3,172

)

 

 

57,596

 

 

 

57,848

 

 

 

(1,418

)

 

 

56,430

 

Prepaid expenses and other current assets

 

112,512

 

 

 

(563

)

 

 

111,949

 

 

 

91,101

 

 

 

104

 

 

 

91,205

 

Total current assets

 

395,045

 

 

 

(6,305

)

 

 

388,740

 

 

 

381,207

 

 

 

(2,578

)

 

 

378,629

 

Property and equipment, net

 

627,035

 

 

 

(5,647

)

 

 

621,388

 

 

 

647,001

 

 

 

(1,342

)

 

 

645,659

 

Operating lease assets

 

1,150,165

 

 

 

2,123

 

 

 

1,152,288

 

 

 

1,085,579

 

 

 

-

 

 

 

1,085,579

 

Goodwill

 

206,285

 

 

 

-

 

 

 

206,285

 

 

 

199,646

 

 

 

-

 

 

 

199,646

 

Other intangible assets, net

 

127,240

 

 

 

-

 

 

 

127,240

 

 

 

125,968

 

 

 

-

 

 

 

125,968

 

Equity method investments

 

21,695

 

 

 

-

 

 

 

21,695

 

 

 

21,629

 

 

 

-

 

 

 

21,629

 

Deferred tax assets

 

740

 

 

 

-

 

 

 

740

 

 

 

295

 

 

 

-

 

 

 

295

 

Other non-current assets

 

9,597

 

 

 

(114

)

 

 

9,483

 

 

 

6,571

 

 

 

(113

)

 

 

6,458

 

Total non-current assets

 

2,142,757

 

 

 

(3,638

)

 

 

2,139,119

 

 

 

2,086,689

 

 

 

(1,455

)

 

 

2,085,234

 

Total assets

$

2,537,802

 

 

$

(9,943

)

 

$

2,527,859

 

 

$

2,467,896

 

 

$

(4,033

)

 

$

2,463,863

 

Liabilities, Redeemable Shares and Shareholders' Equity (Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

$

70,316

 

 

$

-

 

 

$

70,316

 

 

$

80,741

 

 

$

-

 

 

$

80,741

 

Accrued liabilities

 

84,815

 

 

 

1,499

 

 

 

86,314

 

 

 

84,112

 

 

 

1,603

 

 

 

85,715

 

Current portion of deferred revenue

 

117,129

 

 

 

(3,374

)

 

 

113,755

 

 

 

91,611

 

 

 

(3,283

)

 

 

88,328

 

Indirect and employee taxes payable

 

38,169

 

 

 

1,990

 

 

 

40,159

 

 

 

38,088

 

 

 

1,155

 

 

 

39,243

 

Current portion of debt, net of debt issuance costs

 

29,290

 

 

 

-

 

 

 

29,290

 

 

 

1,005

 

 

 

-

 

 

 

1,005

 

Current portion of related party loans

 

-

 

 

 

-

 

 

 

-

 

 

 

24,612

 

 

 

-

 

 

 

24,612

 

Current portion of operating lease liabilities - sites trading less than one year

 

1,721

 

 

 

-

 

 

 

1,721

 

 

 

4,176

 

 

 

-

 

 

 

4,176

 

Current portion of operating lease liabilities - sites trading more than one year

 

49,436

 

 

 

-

 

 

 

49,436

 

 

 

35,436

 

 

 

-

 

 

 

35,436

 

Other current liabilities

 

33,633

 

 

 

2,198

 

 

 

35,831

 

 

 

36,019

 

 

 

(1

)

 

 

36,018

 

Total current liabilities

 

424,509

 

 

 

2,313

 

 

 

426,822

 

 

 

395,800

 

 

 

(526

)

 

 

395,274

 

Debt, net of current portion and debt issuance costs

 

635,576

 

 

 

-

 

 

 

635,576

 

 

 

579,904

 

 

 

-

 

 

 

579,904

 

Property mortgage loans, net of debt issuance costs

 

137,099

 

 

 

-

 

 

 

137,099

 

 

 

116,187

 

 

 

-

 

 

 

116,187

 

Operating lease liabilities, net of current portion - sites trading less than one year

 

68,762

 

 

 

-

 

 

 

68,762

 

 

 

227,158

 

 

 

-

 

 

 

227,158

 

Operating lease liabilities, net of current portion - sites trading more than one year

 

1,234,140

 

 

 

-

 

 

 

1,234,140

 

 

 

982,306

 

 

 

-

 

 

 

982,306

 

Finance lease liabilities, net of current portion

 

78,481

 

 

 

-

 

 

 

78,481

 

 

 

76,638

 

 

 

-

 

 

 

76,638

 

Financing obligation, net of current portion

 

76,624

 

 

 

-

 

 

 

76,624

 

 

 

76,239

 

 

 

-

 

 

 

76,239

 

Deferred revenue, net of current portion

 

25,787

 

 

 

4,270

 

 

 

30,057

 

 

 

27,118

 

 

 

-

 

 

 

27,118

 

Deferred tax liabilities

 

1,510

 

 

 

-

 

 

 

1,510

 

 

 

1,666

 

 

 

-

 

 

 

1,666

 

Other non-current liabilities

 

5,941

 

 

 

-

 

 

 

5,941

 

 

 

256

 

 

 

-

 

 

 

256

 

Total non-current liabilities

 

2,263,920

 

 

 

4,270

 

 

 

2,268,190

 

 

 

2,087,472

 

 

 

-

 

 

 

2,087,472

 

Total liabilities

 

2,688,429

 

 

 

6,583

 

 

 

2,695,012

 

 

 

2,483,272

 

 

 

(526

)

 

 

2,482,746

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A common stock

 

2,057

 

 

 

-

 

 

 

2,057

 

 

 

2,037

 

 

 

-

 

 

 

2,037

 

Additional paid-in capital

 

1,231,941

 

 

 

-

 

 

 

1,231,941

 

 

 

1,213,086

 

 

 

-

 

 

 

1,213,086

 

Accumulated deficit

 

(1,360,365

)

 

 

(16,167

)

 

 

(1,376,532

)

 

 

(1,242,412

)

 

 

(3,577

)

 

 

(1,245,989

)

Accumulated other comprehensive loss

 

30,000

 

 

 

(359

)

 

 

29,641

 

 

 

54,853

 

 

 

70

 

 

 

54,923

 

Treasury stock

 

(62,000

)

 

 

-

 

 

 

(62,000

)

 

 

(50,000

)

 

 

-

 

 

 

(50,000

)

Total shareholders’ deficit attributable to Soho House & Co Inc.

 

(158,367

)

 

 

(16,526

)

 

 

(174,893

)

 

 

(22,436

)

 

 

(3,507

)

 

 

(25,943

)

Noncontrolling interest

 

7,740

 

 

 

-

 

 

 

7,740

 

 

 

7,060

 

 

 

-

 

 

 

7,060

 

Total shareholders’ deficit

 

(150,627

)

 

 

(16,526

)

 

 

(167,153

)

 

 

(15,376

)

 

 

(3,507

)

 

 

(18,883

)

Total liabilities and shareholders’ deficit

$

2,537,802

 

 

$

(9,943

)

 

$

2,527,859

 

 

$

2,467,896

 

 

$

(4,033

)

 

$

2,463,863

 

 

 

For the fiscal year ended December 31, 2023

 

 

For the fiscal year ended January 1, 2023

 

 

As Previously Reported

 

 

Adjustment

 

 

As Revised

 

 

As Previously Reported

 

 

Adjustment

 

 

As Revised

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Membership revenues

$

361,487

 

 

$

(4,882

)

 

$

356,605

 

 

$

272,809

 

 

$

-

 

 

$

272,809

 

In-House revenues

 

482,066

 

 

 

89

 

 

 

482,155

 

 

 

426,602

 

 

 

607

 

 

 

427,209

 

Other revenues

 

292,326

 

 

 

(5,952

)

 

 

286,374

 

 

 

272,803

 

 

 

3,182

 

 

 

275,985

 

Total revenues

 

1,135,879

 

 

 

(10,745

)

 

 

1,125,134

 

 

 

972,214

 

 

 

3,789

 

 

 

976,003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In-House operating expenses

 

(589,357

)

 

 

(3,118

)

 

 

(592,475

)

 

 

(524,929

)

 

 

(5,800

)

 

 

(530,729

)

Other operating expenses

 

(258,483

)

 

 

1,586

 

 

 

(256,897

)

 

 

(250,336

)

 

 

(1,565

)

 

 

(251,901

)

General and administrative

 

(143,583

)

 

 

-

 

 

 

(143,583

)

 

 

(123,435

)

 

 

-

 

 

 

(123,435

)

Pre-opening expenses

 

(18,604

)

 

 

(75

)

 

 

(18,679

)

 

 

(14,081

)

 

 

3

 

 

 

(14,078

)

Depreciation and amortization

 

(111,403

)

 

 

122

 

 

 

(111,281

)

 

 

(99,930

)

 

 

15

 

 

 

(99,915

)

Share-based compensation

 

(20,230

)

 

 

-

 

 

 

(20,230

)

 

 

(27,681

)

 

 

-

 

 

 

(27,681

)

Foreign exchange (loss) gain, net

 

36,196

 

 

 

-

 

 

 

36,196

 

 

 

(69,600

)

 

 

-

 

 

 

(69,600

)

Loss on impairment of long-lived assets

 

(47,455

)

 

 

(317

)

 

 

(47,772

)

 

 

-

 

 

 

-

 

 

 

-

 

Other, net

 

(5,963

)

 

 

(43

)

 

 

(6,006

)

 

 

(9,703

)

 

 

-

 

 

 

(9,703

)

Total operating expenses

 

(1,158,882

)

 

 

(1,845

)

 

 

(1,160,727

)

 

 

(1,119,695

)

 

 

(7,347

)

 

 

(1,127,042

)

Operating income (loss)

 

(23,003

)

 

 

(12,590

)

 

 

(35,593

)

 

 

(147,481

)

 

 

(3,558

)

 

 

(151,039

)

Other (expense) income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(84,136

)

 

 

-

 

 

 

(84,136

)

 

 

(71,499

)

 

 

(19

)

 

 

(71,518

)

Gain (loss) on sale of property and other, net

 

(1,038

)

 

 

-

 

 

 

(1,038

)

 

 

390

 

 

 

-

 

 

 

390

 

Share of profit (loss) of equity method investments

 

1,900

 

 

 

-

 

 

 

1,900

 

 

 

3,941

 

 

 

-

 

 

 

3,941

 

Total other expense, net

 

(83,274

)

 

 

-

 

 

 

(83,274

)

 

 

(67,168

)

 

 

(19

)

 

 

(67,187

)

Loss before income taxes

 

(106,277

)

 

 

(12,590

)

 

 

(118,867

)

 

 

(214,649

)

 

 

(3,577

)

 

 

(218,226

)

Income tax (expense) benefit

 

(10,811

)

 

 

-

 

 

 

(10,811

)

 

 

(5,131

)

 

 

-

 

 

 

(5,131

)

Net loss

 

(117,088

)

 

 

(12,590

)

 

 

(129,678

)

 

 

(219,780

)

 

 

(3,577

)

 

 

(223,357

)

Net loss (income) attributable to noncontrolling interest

 

(865

)

 

 

-

 

 

 

(865

)

 

 

(800

)

 

 

-

 

 

 

(800

)

Net loss attributable to Soho House & Co Inc.

$

(117,953

)

 

$

(12,590

)

 

$

(130,543

)

 

$

(220,580

)

 

$

(3,577

)

 

$

(224,157

)

Net loss per share attributable to Class A and B common stock shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Basic and diluted

$

(0.60

)

 

$

(0.07

)

 

$

(0.67

)

 

$

(1.10

)

 

$

(0.02

)

 

$

(1.12

)

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Basic and diluted

 

195,590

 

 

 

-

 

 

 

195,590

 

 

 

199,985

 

 

 

-

 

 

 

199,985

 

 

Consolidated Statements of Comprehensive Loss

 

For the fiscal year ended December 31, 2023

 

 

For the fiscal year ended January 1, 2023

 

 

As Previously Reported

 

 

Adjustment

 

 

As Revised

 

 

As Previously Reported

 

 

Adjustment

 

 

As Revised

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(117,088

)

 

$

(12,590

)

 

$

(129,678

)

 

$

(219,780

)

 

$

(3,577

)

 

$

(223,357

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

(24,648

)

 

 

(429

)

 

 

(25,077

)

 

 

47,480

 

 

 

70

 

 

 

47,550

 

Comprehensive loss

 

(141,736

)

 

 

(13,019

)

 

 

(154,755

)

 

 

(172,300

)

 

 

(3,507

)

 

 

(175,807

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss attributable to noncontrolling interest

 

(865

)

 

 

-

 

 

 

(865

)

 

 

(800

)

 

 

-

 

 

 

(800

)

Foreign currency translation adjustment attributable to noncontrolling interest

 

(205

)

 

 

-

 

 

 

(205

)

 

 

476

 

 

 

-

 

 

 

476

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive loss attributable to Soho House & Co Inc.

$

(142,806

)

 

$

(13,019

)

 

$

(155,825

)

 

$

(172,624

)

 

$

(3,507

)

 

$

(176,131

)

 

 

 

As Previously Reported

 

Adjustment

 

As Revised

 (in thousands except for share data)

Accumulated Deficit

Accumulated Other Comprehensive Income (Loss)

Total Shareholders' Deficit Attributable to Soho House & Co Inc.

Noncontrolling Interest

Total Shareholders' (Deficit) Equity

 

Accumulated Deficit

Accumulated Other Comprehensive Income (Loss)

Total Shareholders' Deficit Attributable to Soho House & Co Inc.

Noncontrolling Interest

Total Shareholders' (Deficit) Equity

 

Accumulated Deficit

Accumulated Other Comprehensive Income (Loss)

Total Shareholders' Deficit Attributable to Soho House & Co Inc.

Noncontrolling Interest

Total Shareholders' (Deficit) Equity

 As of January 2, 2022

$(1,021,832)

$6,897

$176,134

$6,058

$182,192

 

$-

$-

$-

$-

$-

 

$(1,021,832)

$6,897

$176,134

$6,058

$182,192

Net loss

(220,580)

-

(220,580)

800

(219,780)

 

(3,577)

-

(3,577)

-

(3,577)

 

(224,157)

-

(224,157)

800

(223,357)

Distributions to noncontrolling interest

-

-

-

(1,206)

(1,206)

 

-

-

-

-

-

 

-

-

-

(1,206)

(1,206)

Purchase of noncontrolling interests in connection with the Soho Restaurants Acquisition

-

-

(1,884)

1,884

-

 

-

-

-

-

-

 

-

-

(1,884)

1,884

-

Shares repurchased

-

-

(50,000)

-

(50,000)

 

-

-

-

-

-

 

-

-

(50,000)

-

(50,000)

Share-based compensation, net of tax

-

-

26,207

-

26,207

 

-

-

-

-

-

 

-

-

26,207

-

26,207

Additional IPO costs

-

-

(269)

-

(269)

 

-

-

-

-

-

 

-

-

(269)

-

(269)

Net change in cumulative translation adjustment

-

47,956

47,956

(476)

47,480

 

-

70

70

-

70

 

-

48,026

48,026

(476)

47,550

 As of January 1, 2023

$(1,242,412)

$54,853

$(22,436)

$7,060

$(15,376)

 

$(3,577)

$70

$(3,507)

$-

$(3,507)

 

$(1,245,989)

$54,923

$(25,943)

$7,060

$(18,883)

Net loss

(117,953)

-

(117,953)

865

(117,088)

 

(12,590)

-

(12,590)

-

(12,590)

 

(130,543)

-

(130,543)

865

(129,678)

Distributions to noncontrolling interest

-

-

-

(390)

(390)

 

-

-

-

-

-

 

-

-

-

(390)

(390)

Shares repurchased

-

-

(12,000)

-

(12,000)

 

-

-

-

-

-

 

-

-

(12,000)

-

(12,000)

Non-cash share-based compensation

-

-

18,875

-

18,875

 

-

-

-

-

-

 

-

-

18,875

-

18,875

Net change in cumulative translation adjustment

-

(24,853)

(24,853)

205

(24,648)

 

-

(429)

(429)

-

(429)

 

-

(25,282)

(25,282)

205

(25,077)

 As of December 31, 2023

$(1,360,365)

$30,000

$(158,367)

$7,740

$(150,627)

 

$(16,167)

$(359)

$(16,526)

$-

$(16,526)

 

$(1,376,532)

$29,641

$(174,893)

$7,740

$(167,153)

 

 

 

For the fiscal year ended December 31, 2023

 

 

For the fiscal year ended January 1, 2023

 

 

As Previously Reported

 

 

Adjustment

 

 

As Revised

 

 

As Previously Reported

 

 

Adjustment

 

 

As Revised

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(117,088

)

 

$

(12,590

)

 

$

(129,678

)

 

$

(219,780

)

 

$

(3,577

)

 

$

(223,357

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

111,403

 

 

 

(122

)

 

 

111,281

 

 

 

99,930

 

 

 

(15

)

 

 

99,915

 

Non-cash share-based compensation, net of tax

 

18,875

 

 

 

-

 

 

 

18,875

 

 

 

26,207

 

 

 

-

 

 

 

26,207

 

Deferred tax expense (benefit)

 

(607

)

 

 

-

 

 

 

(607

)

 

 

237

 

 

 

-

 

 

 

237

 

(Gain) loss on disposal of property and other, net

 

1,038

 

 

 

-

 

 

 

1,038

 

 

 

(390

)

 

 

-

 

 

 

(390

)

Impairment relating to long-lived assets

 

47,455

 

 

 

317

 

 

 

47,772

 

 

 

-

 

 

 

-

 

 

 

-

 

Provision for write-down of inventories

 

6,827

 

 

 

-

 

 

 

6,827

 

 

 

-

 

 

 

-

 

 

 

-

 

Share of (profit) loss of equity method investments

 

(1,900

)

 

 

-

 

 

 

(1,900

)

 

 

(3,941

)

 

 

-

 

 

 

(3,941

)

Amortization of debt issuance costs

 

2,808

 

 

 

-

 

 

 

2,808

 

 

 

4,315

 

 

 

-

 

 

 

4,315

 

Loss on debt extinguishment

 

3,278

 

 

 

-

 

 

 

3,278

 

 

 

-

 

 

 

-

 

 

 

-

 

PIK interest

 

39,300

 

 

 

-

 

 

 

39,300

 

 

 

36,254

 

 

 

-

 

 

 

36,254

 

Distributions from equity method investees

 

368

 

 

 

-

 

 

 

368

 

 

 

3,281

 

 

 

-

 

 

 

3,281

 

Foreign exchange loss (gain), net

 

(36,196

)

 

 

-

 

 

 

(36,196

)

 

 

69,600

 

 

 

-

 

 

 

69,600

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

(14,228

)

 

 

421

 

 

 

(13,807

)

 

 

(24,109

)

 

 

(171

)

 

 

(24,280

)

Inventories

 

(9,747

)

 

 

4,282

 

 

 

(5,465

)

 

 

(31,029

)

 

 

1,418

 

 

 

(29,611

)

Operating leases, net

 

(2,194

)

 

 

279

 

 

 

(1,915

)

 

 

25,190

 

 

 

-

 

 

 

25,190

 

Other operating assets

 

(17,952

)

 

 

958

 

 

 

(16,994

)

 

 

(38,667

)

 

 

(104

)

 

 

(38,771

)

Deferred revenue

 

13,845

 

 

 

2,587

 

 

 

16,432

 

 

 

20,131

 

 

 

(2,852

)

 

 

17,279

 

Accounts payable and accrued and other liabilities

 

4,527

 

 

 

1,044

 

 

 

5,571

 

 

 

47,453

 

 

 

2,482

 

 

 

49,935

 

Net cash provided by operating activities

 

49,812

 

 

 

(2,824

)

 

 

46,988

 

 

 

14,682

 

 

 

(2,819

)

 

 

11,863

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

(67,763

)

 

 

1,822

 

 

 

(65,941

)

 

 

(73,729

)

 

 

1,384

 

 

 

(72,345

)

Proceeds from sale of assets

 

1,368

 

 

 

-

 

 

 

1,368

 

 

 

926

 

 

 

-

 

 

 

926

 

Purchase of intangible assets

 

(17,966

)

 

 

28

 

 

 

(17,938

)

 

 

(21,672

)

 

 

-

 

 

 

(21,672

)

Property and casualty insurance proceeds received

 

148

 

 

 

-

 

 

 

148

 

 

 

338

 

 

 

-

 

 

 

338

 

Net cash used in investing activities

 

(84,213

)

 

 

1,850

 

 

 

(82,363

)

 

 

(94,137

)

 

 

1,384

 

 

 

(92,753

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repayment of borrowings

 

(117,790

)

 

 

-

 

 

 

(117,790

)

 

 

(736

)

 

 

-

 

 

 

(736

)

Issuance of related party loans

 

-

 

 

 

-

 

 

 

-

 

 

 

3,217

 

 

 

-

 

 

 

3,217

 

Payment for debt extinguishment costs

 

(1,686

)

 

 

-

 

 

 

(1,686

)

 

 

-

 

 

 

-

 

 

 

-

 

Proceeds from borrowings

 

140,000

 

 

 

-

 

 

 

140,000

 

 

 

105,795

 

 

 

-

 

 

 

105,795

 

Payments for debt issuance costs

 

(2,822

)

 

 

-

 

 

 

(2,822

)

 

 

(1,860

)

 

 

-

 

 

 

(1,860

)

Principal payments on finance leases

 

(407

)

 

 

-

 

 

 

(407

)

 

 

(528

)

 

 

-

 

 

 

(528

)

Principal payments on financing obligation

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,578

)

 

 

-

 

 

 

(1,578

)

Distributions to noncontrolling interest

 

(390

)

 

 

-

 

 

 

(390

)

 

 

(1,206

)

 

 

-

 

 

 

(1,206

)

Purchase of treasury stock

 

(12,000

)

 

 

-

 

 

 

(12,000

)

 

 

(50,000

)

 

 

-

 

 

 

(50,000

)

Proceeds from initial public offering, net of offering costs

 

-

 

 

 

-

 

 

 

-

 

 

 

(269

)

 

 

-

 

 

 

(269

)

Net cash (used in) provided by financing activities

 

4,905

 

 

 

-

 

 

 

4,905

 

 

 

52,835

 

 

 

-

 

 

 

52,835

 

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

 

3,060

 

 

 

(92

)

 

 

2,968

 

 

 

(3,999

)

 

 

-

 

 

 

(3,999

)

Net (decrease) increase in cash and cash equivalents, and restricted cash

 

(26,436

)

 

 

(1,066

)

 

 

(27,502

)

 

 

(30,619

)

 

 

(1,435

)

 

 

(32,054

)

Cash, cash equivalents, and restricted cash

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning of period

 

190,043

 

 

 

(1,435

)

 

 

188,608

 

 

 

220,662

 

 

 

-

 

 

 

220,662

 

End of period

$

163,607

 

 

$

(2,501

)

 

$

161,106

 

 

$

190,043

 

 

$

(1,435

)

 

$

188,608

 

 

 

 
v3.25.1
Subsequent Events
 12 Months Ended
Dec. 29, 2024
Subsequent Events [Abstract]  
Subsequent Events

21. Subsequent Events

 

Share issuances and grants of share awards

Between January and March 2025, the Company issued a total of 264,579 shares of Class A common stock as a result of RSU awards vesting and SAR exercises. In January 2025, the Company granted 127,575 RSU awards.

 

COVID Insurance Recovery

On February 19, 2025, the Company received $23 million (£18 million) of insurance proceeds, net of fees, related to business interruption during the COVID-19 pandemic.

 

Amendment Letter Agreement to the Existing Revolving Credit Facility

On February 21, 2025, Soho House Bond Limited, a wholly-owned subsidiary of the Company entered into an Amendment Letter Agreement that amends the existing £75 million senior revolving facility agreement among HSBC UK Bank PLC and SHG Acquisition (UK) Limited and Soho House U.S. Corp., two of the Company’s wholly-owned indirect subsidiaries, as borrowers.

The Amendment Letter Agreement amends the Revolving Credit Facility to extend the termination date from July 25, 2026, as previously amended, to December 31, 2026. All other material terms remain substantially unchanged.

 

Compagnie de Phalsbourg credit facility

On February 4, 2025, the Company repaid the outstanding balance of $5 million on the Compagnie de Phalsbourg credit facility.

 

LINE LA

On March 22, 2025, the Company signed a term sheet to form a Joint Venture ("JV") with Corten Real Estate Management LLC (“Corten”) to recapitalize and operate The LINE LA property (the "LINE LA Transaction"). The JV will be equally owned (50% each) by MCGA Hotels, LLC, a subsidiary of SHCO, and Corten. SHCO will contribute $14 million, comprising $10 million to partially repay Corten’s loan and $4 million for working capital. As of December 29, 2024, the Company holds an outstanding receivable of $9 million related to services provided under the LINE LA hotel management agreement. This receivable is expected to be assumed by the new LINE LA JV vehicle.

Pursuant to the terms of the LINE LA Transaction, SHCO and Corten (or their respective creditworthy affiliates) will each provide customary guarantees for bad boy acts covering certain Environmental Indemnity, Recourse Obligations, and Carry Costs (ongoing operational expenses), with each party individually responsible for 50% of these obligations. The total combined guarantee exposure is capped at the outstanding $54.0 million senior loan balance owed to Axos Bank.
v3.25.1
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 29, 2024
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The preparation of the financial statements in conformity with US GAAP requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the periods presented. The Company's significant estimates relate to the valuation of financial instruments, equity method investments, the measurement of goodwill and intangible assets, contingent liabilities, income taxes, leases and long-lived assets. Although the estimates have been prepared using management's best judgment and management believes that the estimates used are reasonable, actual results could differ from those estimates and such differences could be material.

 

We operate on a fiscal year calendar consisting of a 52-or 53-week period ending on the last Sunday in December or the first Sunday in January of the next calendar year. In a 52-week fiscal year, each quarter contains 13 weeks of operations; in a 53-week fiscal year, each of the first, second and third quarters includes 13 weeks of operations and the fourth quarter includes 14 weeks of operations.

 

Our 2024 fiscal year ended on December 29, 2024 ("Fiscal 2024"), 2023 fiscal year ended on December 31, 2023, ("Fiscal 2023"), and 2022 fiscal year ended on January 1, 2023 ("Fiscal 2022"). Fiscal 2024 was a 52-week year, Fiscal 2023 was a 52-week year and Fiscal 2022 was a 52-week year.

Revision of Prior Period Financial Statements

Revision of Prior Period Financial Statements in Fiscal 2024

 

On November 6, 2024, the Company announced that it is replacing legacy systems with a new modernized finance Enterprise Resource Planning (“ERP”) system to support its long-term success, controls, and strategic growth initiatives. In preparation for the systems upgrade, the Company has undertaken a number of initiatives including continuing to work with external consultants to support the review and assist in strengthening its internal controls and processes including reconciliations and completing the implementation of a new ERP system for its retail business in August 2024. Further, the Company is focused on continuing to bolster its Transformation and Finance teams including by hiring a Chief Transformation Officer (November 2024) to lead the ERP system implementation and hiring a number of personnel with a higher level of knowledge and experience with the application of US GAAP, internal audit and SOX compliance.

During the third quarter of Fiscal 2024, through the performance of these activities, management identified misstatements, as well as confirmed the financial statement impacts of previously identified uncorrected immaterial misstatements, in its previously issued consolidated financial statements as of and for the 52-week period ended December 31, 2023 (“Fiscal 2023”) and January 1, 2023 (“Fiscal 2022”); the unaudited condensed consolidated financial statements as of and for the 13-week periods ended March 31, 2024 (“Q1 2024”) and April 2, 2023 (“Q1 2023”); the unaudited condensed consolidated financial statements as of and for the 13-week and 26-week periods ended June 30, 2024 (“Q2 2024”) and July 2, 2023 (“Q2 2023”); and the unaudited condensed consolidated financial statements as of and for the 13-week and 39-week periods ended October 1, 2023 (“Q3 2023”). The Company believes the misstatements identified through the performance of the activities above is related to manual processes and the existing material weaknesses in our control over financial reporting as described within this Annual Report on Form 10-K for the fiscal year ended December 29, 2024.

The Company assessed the materiality of the errors, both individually and in aggregate, including as out of period corrections in the third quarter of fiscal 2024 as well as corrections to impacted prior period consolidated financial statements, on a qualitative and quantitative basis in accordance with SEC Staff Accounting Bulletins (“SAB”) No. 99, Materiality, and No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, codified in Accounting Standards Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections. While correction of these adjustments as out of period corrections would be material in aggregate to the third quarter of Fiscal 2024, the Company determined the impacts of these misstatements were not material to the financial statements for all prior periods identified and has accordingly revised the comparative amounts presented. For comparative purposes, the Company has made corrections to the consolidated financial statements and applicable notes for the prior periods presented in this Annual Report on Form 10-K. Refer to Note 20, Revision of Prior Period Financial Statements, for additional information on the misstatements identified and quantification of the impact of correcting the misstatements.
Going Concern

Going Concern

 

The accompanying consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes that we will continue in operation for at least a period of 12 months after the date these financial statements are issued, and contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

We have experienced net losses and significant cash outflows from cash used in operating activities over the past years as we develop our Houses. During the fiscal year ended December 29, 2024, the Company incurred a consolidated net loss of $164 million. During the fiscal year ended December 29, 2024, the Company had positive cash flow from operations of $90 million. As of December 29, 2024, the Company had an accumulated deficit balance of $1,540 million. As of December 29, 2024, the Company had a cash and cash equivalents balance of $153 million, and a restricted cash balance of $4 million.

In assessing the going concern basis of preparation of the consolidated financial statements for the fiscal year ended December 29, 2024, we have taken into consideration detailed cash flow forecasts for the Company, the Company’s forecast compliance with bank covenants, and the timing of debt commitments within 12 months of the approval of these financial statements, and the continued availability of committed and accessible working capital to the Company.

We have considered the current global economic and political uncertainties, specifically including inflationary pressures on consumables purchased and wages, and the Company has factored these in when it undertook an assessment of the cash flow forecasts covering a period of at least 12 months from the date these financial statements are issued. Cash flow forecasts have been prepared based on a range of scenarios including, but not limited to, no further debt or equity funding, repayment of existing short-term debt, macro-economic dynamics, cost reductions, both limited and extensive, and a combination of these different scenarios.

We believe that the completed working capital events, our projected cash flows and the actions available to management to further control expenditure (particularly in respect of timing of capital works and labor costs), as necessary, provide the Company with sufficient working capital (including cash and cash equivalents) to mitigate the impact of inflationary pressures and consumer confidences, subject to the following key factors:

•
the level of in-House sales activity (primarily sales of food and beverage) that, even after opening, may be subject to operational constraints connected with a re-emergence of any restrictions;
•
the continued high level of membership retention and renewals, together with members continuing their current spending patterns; and
•
the implementation, and timely deployment, of cost containment and reductions measures that are aligned with the anticipated levels of capacity.

Furthermore, the Company has access to an undrawn revolving credit facility of £75 million ($94 million), refer to Note 11, Debt, for additional information.

This, together with the Company’s wider sufficient financial resources, an established business model, access to capital and the measures that have been put in place to control costs, mean that we believe that the Company is able to continue in operational existence, meet its liabilities as they fall due, operate within its existing facilities, and meet all of its covenant requirements for a period of at least 12 months from the date these financial statements are issued.

Based on the above, the consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, we continue to adopt the going concern basis in preparing the consolidated financial statements for the fiscal year ended December 29, 2024.
Accumulated Other Comprehensive Income

Accumulated Other Comprehensive Income

The entire balance of accumulated other comprehensive income is related to the cumulative translation adjustment in each of the periods presented. The changes in the balance of accumulated other comprehensive income are attributable solely to the net change in the cumulative translation adjustment in each of the periods presented, and include the error correction described above during fiscal 2024.
Principles of Consolidation

Principles of Consolidation

 

The consolidated financial statements of the Company include the accounts of Soho House & Co Inc. and its subsidiaries, as well as certain consolidated variable interest entities (“VIEs”) for which the Company is considered the primary beneficiary (see Note 3, Consolidated Variable Interest Entities, for additional information). Other parties’ interests in entities that the Company consolidates are reported as noncontrolling interests within shareholders’ (deficit) equity. Net loss and each component of other comprehensive loss are attributed to the owners of the Company and to any noncontrolling interests. All intra-company assets and liabilities, equity, income, expenses and cash flows are eliminated in full on consolidation
Equity Method Investments

Equity Method Investments

 

The Company’s equity method investments consist of investments in which the Company does not control the investee but can exert significant influence over the financial and operating policies, as well as joint ventures where there is joint control (and in both cases if the investee is a VIE, where the Company is not the primary beneficiary of the VIE). The ability to exert significant influence is generally considered to exist when the Company owns between 20% and 50% of voting equity securities of the investee, in the case of corporate entities.

 

When the Company sells an interest in a subsidiary which then becomes an equity method investment, the retained interest is remeasured at fair value.

 

Investments are initially recognized at cost when purchased for cash, or at the fair value of shares received when acquired. The investments are subsequently carried at cost adjusted for the Company’s share of net income or loss and other changes in comprehensive income (loss) of the joint venture, less any dividends or distributions received by the Company. The investments are presented as equity method investments in the consolidated balance sheets. Income or loss from these investments is recorded as a separate line item in the consolidated statements of operations. Intercompany profits or losses associated with the Company’s equity method investments are eliminated until realized by the investee in transactions with third parties. Where distributions from equity-method investees and the Company’s share of investee losses are in excess of the carrying amount of the investment (including, where applicable, advances made by the Company to the investee), after the Company’s equity-method investment balance is reduced to zero, additional losses are recognized to the extent that the Company has guaranteed the investee’s obligations or has otherwise incurred legal or constructive obligations or has made payments on behalf of the investee.

 

The Company considers whether its equity method investments are impaired when events or circumstances suggest that the carrying amount may not be recoverable. An impairment charge is recognized in the consolidated statements of operations for a decline in value that is determined to be other-than-temporary. Once a determination is made that an other-than-temporary impairment exists, the investment is written down to its fair value. There were no other-than-temporary impairments recorded during the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023.
Variable Interest Entities

Variable Interest Entities

 

The Company analyzes its variable interests, including loans, guarantees, and equity investments, to determine if the entity in which the Company has a variable interest is a VIE. For those entities determined to be VIEs a quantitative and qualitative analysis is performed to determine if the Company will be deemed the primary beneficiary. The primary beneficiary of a VIE is defined as the variable interest holder that has a controlling financial interest in the VIE. A controlling financial interest is defined as one that has i)

the power to direct the activities of the VIE that most significantly impact its economic performance and ii) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE.

 

In evaluating whether the Company has the power to direct the activities of a VIE that most significantly impact its economic performance, the Company bases its qualitative analysis on its review of the design of the entity, its organizational structure including decision-making ability and the relevant development, ownership interest, operating, management and financial agreements. This evaluation requires consideration of all facts and circumstances relevant to decision-making that affect the entity’s future performance and the exercise of professional judgment in deciding which decision-making rights are most important.

 

The Company consolidates those entities in which it is determined to be the primary beneficiary. If the Company is not determined to be the primary beneficiary but can exercise significant influence over these entities, these investments are accounted for under the equity method of accounting.
Concentration of Credit Risk

Concentration of Credit Risk

 

Credit risk is the risk of loss from amounts owed by customers and financial counterparties. Credit risk can occur at multiple levels; as a result of broad economic conditions, challenges within specific sectors of the economy, or from issues affecting individual companies. Financial instruments that potentially subject the Company to credit risk consist of cash, cash equivalents, restricted cash, accounts receivable, and other receivables.

 

The Company maintains cash, cash equivalents, and restricted cash with major financial institutions. The Company’s cash, cash equivalents, and restricted cash consist of bank deposits held with banks that, at times, exceed federally insured limits. The Company limits its credit risk by dealing with counterparties that are considered to be of high credit quality.
Cash and Cash Equivalents

Cash and Cash Equivalents

 

Cash and cash equivalents include cash on hand, demand deposits, and all highly liquid investments with original maturities, when purchased, of three months or less.
Restricted Cash

Restricted Cash

 

Restricted cash represents cash that is not available to the Company due to restrictions related to its use. As of December 29, 2024 and December 31, 2023, the Company holds restricted cash related to its financing arrangements for the Soho Beach House in Miami.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful Accounts

 

Accounts receivable include amounts due from customers and development partners in connection with the Company’s in-house design and other development related services whereby the Company extends credit, generally without requiring collateral, based on its evaluation of the customer’s or development partner's financial condition. Accounts receivable also include amounts due from customers, guests and members relating to services rendered. Any allowance for doubtful accounts includes management’s estimate of the amounts expected to be uncollectible on specific accounts receivable, taking into account the creditworthiness of the counterparty, the aging of the outstanding balance, and historical recoverability patterns. Allowance for doubtful accounts was $3 million as of December 29, 2024 and $2 million as of December 31, 2023.

 

While the Company has a concentration of credit risk in relation to certain customers, this risk is mitigated by payments on account and credit checks on customers. Typically, accounts receivable have terms ranging from 0-60 days and do not bear interest. As of December 29, 2024 and December 31, 2023, there were no customers which individually accounted for more than 10% of trade receivables; there were no customers which individually accounted for more than 10% of revenue during the fiscal years then ended.

 

ASC Topic 326 requires organizations to estimate expected credit losses over the life of financial assets. However, receivables between entities under common control are excluded from this requirement. Accordingly, the outstanding receivable of $28 million and $13 million as of December 29, 2024 and December 31, 2023, respectively, related to the hotel management agreements with Yucaipa and its affiliates, are excluded from the scope of ASC Topic 326. Refer to Note 19 Related party for further information.
Inventories

Inventories

 

Inventories are valued at the lower of cost or net realizable value and cost is determined using a weighted-average cost method. Inventories primarily consist of finished goods for the Company's Retail operations, which are externally sourced, as well as service stock and supplies (primarily food and beverage). Finished goods totaled $31 million and $34 million as of December 29, 2024 and December 31, 2023, respectively. Service stock and supplies totaled $23 million and $24 million as of December 29, 2024 and December 31, 2023, respectively. The Company records a reserve for obsolete or unusable inventory, where applicable. The reserve was $2 million and $2 million as of December 29, 2024 and December 31, 2023, respectively. Note that the reserve of $2 million, as of December 31, 2023, excludes the $5 million reserve as a result of the Cowshed brand licensing agreement, described below, meaning the total reserve was $7 million.

 

In November 2023, the Company entered into a 10-year licensing agreement with a third party to manufacture and distribute the Company’s Cowshed brand, commencing January 1, 2024. This has restricted the Company’s ability to sell certain inventories it acquired prior to entering into the agreement. As such, during Fiscal 2023, the Company provided in full for the $5 million of inventory it is unable to recover as a result of entering into the agreement. This is presented within other, net in the consolidated statement of operations for Fiscal 2023.
Property and Equipment

Property and Equipment

 

Property and equipment relate to buildings for owned Houses, leasehold improvements for leased Houses, fixtures and fittings and other office equipment. Property and equipment are recorded at cost, or if acquired in a business combination, at fair value as of the acquisition date, less accumulated depreciation. Costs of improvements that extend the economic life or improve service potential are capitalized. Capitalized costs are depreciated over the assets’ estimated useful lives. Costs for normal repairs and maintenance are expensed as incurred. The carrying amounts of assets sold or retired and the related accumulated depreciation are eliminated in the year of disposal, with resulting gains or losses included in gain (loss) on sale of property and other, net in the consolidated statements of operations.

 

Depreciation is recorded using the straight-line method over the assets’ estimated useful lives, which are generally as follows:

 

Buildings

50-100 years*

Leasehold improvements

Lesser of useful life or remaining lease term

Fixtures and fittings

2-5 years

Office equipment and other

2-4 years

Finance lease property

Reasonably assured lease term

 

Depreciation expense is included in depreciation and amortization in the accompanying consolidated statements of operations.

 

Assets under construction relate mainly to the build out of future Houses, are stated at cost and depreciation begins when the asset is placed in service. For property under construction, the Company capitalizes all specifically identifiable costs related to development activities, as well as interest costs incurred while activities necessary to get the property ready for its intended use are in progress. During the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, there was no capitalized interest.

 

*The Company wholly owns three buildings, Soho Beach House Miami, USA; High Road House, UK; and Babington House, UK, which is a 300-year-old Grade II* listed (by the Historic Buildings and Monuments Commission England and Wales) manor house. Babington House is the only building that the Company depreciates over 100 years, because of its historical significance and status as a listed building.

 

Impairment of Property and Equipment and Other Long-Lived Assets

 

The Company reviews its property and equipment and other long-lived assets for impairment indicators at each reporting date. Impairment losses are required to be recorded for long-lived assets held and used by the Company when indicators of impairment are present and the carrying value of the assets exceeds the future undiscounted cash flows estimated to be generated by those assets. When an asset group held and used by the Company is determined to be impaired, the related carrying amount of the asset is adjusted to its estimated fair value. Recoverability of long-lived assets is measured by comparison of (i) the carrying amount of assets against (ii) the future undiscounted cash flows that the assets are expected to generate over their remaining lives. If the carrying amount of the assets is not recoverable, the amount of impairment, if any, is measured as the difference between the carrying value and the fair value of the impaired assets. If the Company determines that the remaining useful life is shorter than originally estimated, it amortizes the remaining carrying value over the new shorter useful life.

The Company recognized $14 million of impairment losses on long-lived assets (comprised of $11 million in respect of Operating lease assets and $3 million of Property and equipment, net) during the fiscal year ended December 29, 2024. During the third quarter of 2024, the Company identified a triggering impairment event due to the continued challenges in the cost of real estate and the decreased performance of various Soho Works locations in the USA. The Company performed an impairment analysis on four Soho Work sites in the United States. As a result of the third quarter 2024 analysis, a $14 million non-cash impairment charge was recorded in The Americas segment for these Soho Works sites. The high property costs associated with these locations being the primary factor of the asset impairment. The Company also identified a triggering impairment event in one of their UK restaurant sites. The non-cash impairment charge in the UK segment for the UK restaurant site was $1 million. The non-cash impairment charge is included in impairments of assets in the consolidated statement of operations for the fiscal year ended December 29, 2024.

The Company recognized $48 million of impairment losses on long-lived assets (comprised of $32 million in respect of Operating lease assets and $16 million of Property and equipment, net) during the fiscal year ended December 31, 2023. During the fiscal year ended December 31, 2023, the Company performed an impairment analysis on five Soho Works sites primarily in the United States. As a result of the fourth quarter of fiscal 2023 analysis, a $39 million non-cash impairment charge was recorded in The Americas segment for these Soho Works sites. The high property costs associated with these locations being the primary factor of the asset impairment. The non-cash impairment charge is included in impairments of assets in the consolidated statement of operations for the fiscal year ended December 31, 2013. The UK and Europe and RoW segments also recorded non-cash impairments of $4 million and $5 million, respectively.

The primary assumptions, which requires a significant level of judgement, that affects the undiscounted cash flows determination is management's estimate of future revenues, operating margins, economic conditions and changes in the operating environment. The forecasts used in the impairment assessments were developed by management based on projected revenues derived largely from forecasted member attendance. Management also makes estimates on the expected costs and the expected operating lease costs. Changes in these assumptions could have a significant impact on the recoverability of the assets and may result in additional impairment charges.

Changes in the membership, operating margins and economic growth and the contracted operating rental costs beyond what has already been assumed in the assessments could cause management to revise the forecast and assumptions. Unfavorable revisions to these assumptions or estimates could possibly result in further impairment of some or all of the assets.

 

No impairment losses were recorded for the fiscal year ended January 1, 2023.

Business Combinations

Business Combinations

 

The Company accounts for its business combinations using the acquisition method of accounting. The consideration transferred in a business combination is measured as the aggregate of the acquisition date fair values of the assets transferred by the Company to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable tangible and intangible assets acquired and liabilities assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) the total consideration transferred, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the consideration transferred is less than the fair value of the net assets of the acquiree, the difference is recognized directly in the consolidated statements of operations as a gain. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed.

 

Transactions between entities under common control are excluded from the scope of the business combinations guidance. The Company accounts for transfers of assets, net assets or equity interests between entities under common control prospectively at the parent's carrying values.
Intangible Assets with Finite Useful Lives

Intangible Assets with Finite Useful Lives

 

The Company has certain finite lived intangible assets that were initially recorded at their fair values. These intangible assets consist primarily of brand names, membership lists, hotel management agreements, internally developed software and trademarks. Intangible assets with finite useful lives, which have a weighted-average life of 15 years, are amortized using the straight-line method over their estimated useful lives.

 

All finite lived intangible assets are reviewed for impairment when circumstances indicate that their carrying amounts may not be recoverable; for example, when there are material adverse changes in projected revenues or expenses, significant underperformance relative to historical or projected operating results, or significant negative industry or economic trends. The Company evaluates recoverability of a finite lived intangible asset by comparing its carrying value to its estimated fair value, which is determined through the income approach, the market approach or another appropriate method based on the circumstances. If a finite lived intangible asset’s estimated current fair value is less than its respective carrying value, the excess of the carrying value over the estimated fair value is recognized as an impairment loss in the consolidated statements of operations.

 

The Company recognized $18 million of impairment on intangible assets within loss on impairment of long-lived assets on the consolidated statement of operations for the fiscal year ended December 29, 2024. This was related to the termination of two hotel management contracts and impairment on four LINE and Saguaro hotel management contracts during the fiscal year ended December 29, 2024. No impairment losses were recorded during the fiscal years ended December 31, 2023, and January 1, 2023.

 

Costs incurred during the application development stage for internal-use software are capitalized. Capitalized website development costs and internal-use software costs are amortized using the straight-line amortization method over the estimated useful life of the software.
Goodwill

Goodwill

 

In January 2012, affiliates of the Yucaipa Companies, LLC acquired 58.9% of the outstanding equity interests of the entity which subsequently became Soho House Holdings Limited through a series of transactions. The acquisition was accounted for using the acquisition method of accounting, which resulted in a new basis for the assets acquired and liabilities assumed and the recognition of goodwill. In addition, the Company recognized goodwill as a result of the acquisition of a business in Mykonos, Greece during the fiscal year ended December 29, 2019, as well as the acquisition of a controlling interest in Soho House Cipura (Miami), LLC ("Cipura") and the companies that together operate existing and future "The LINE" and "Saguaro" hotels in the United States during the fiscal year ended January 2, 2022.

 

Goodwill is not amortized, but instead is tested for impairment annually. The Company assesses goodwill for potential impairment on the first day of the fourth fiscal quarter, or during the year if an event or other circumstances indicate that the Company may not be able to recover the carrying amount of the net assets of the reporting unit. A reporting unit is an operating segment or one level below the operating segment level, which is referred to as a component. The Company identifies its reporting units by assessing whether components (i) have discrete financial information available; (ii) engage in business activities; and (iii) have a segment manager who regularly reviews the component’s operating results. Net assets and goodwill of acquired businesses are allocated to the reporting unit(s) associated with the acquired business based on the anticipated organizational structure of the combined entities. If two or more components are deemed economically similar, those components are aggregated into one reporting unit when performing the annual goodwill impairment review. As of December 29, 2024 and December 31, 2023, the Company had seven reporting units with a goodwill balance.

 

In evaluating goodwill for impairment, the Company may first assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount. Qualitative factors that the Company considers include, for example, macroeconomic and industry conditions, overall financial performance, and other relevant entity-specific events. If the Company bypasses the qualitative assessment or concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then a quantitative goodwill impairment test is performed to identify potential goodwill impairment and measure the amount of goodwill impairment that will be recognized, if any.

 

When performing the quantitative goodwill impairment test, the Company compares the estimated fair value of each of its reporting units with their respective carrying values. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill is not considered impaired. If, however, the estimated fair value of a reporting unit is less than its carrying amount, the excess of the carrying value of the reporting unit over its fair value is recognized as a goodwill impairment. When performing a quantitative goodwill impairment assessment, the estimated fair value of a reporting unit is calculated using the income approach and the market approach. For the income approach, the Company uses internally developed discounted cash flow models that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates and demand trends; expected net working capital and capital expenditure requirements; and estimated discount rates. For the market approach, the Company relies upon valuation multiples derived from stock prices and enterprise values of publicly-traded companies that are comparable to the reporting units being evaluated.

 

While the Company tests its goodwill for impairment at least annually, it will test its goodwill for impairment if an event occurs or circumstances change which are considered to be a triggering event that would more likely than not reduce a reporting unit’s fair value below its carrying amount. In Fiscal 2024, the Company performed a quantitative impairment assessment for seven reporting units; based on these assessments, the Company determined that $6 million goodwill impairment existed for two reporting units, LINE and Saguaro and Soho Roc House. For additional information about goodwill, see Note 9. In Fiscal 2023, the Company performed a qualitative goodwill assessment and concluded it was more likely than not that the fair value of the Company’s reporting units which carry goodwill exceeds their respective carrying amounts. In Fiscal 2022, the Company performed a quantitative impairment assessment for seven reporting units; based on these assessments, the Company determined that no goodwill impairment existed.
Leases

Leases

 

The Company has entered into lease agreements for its Houses, hotels, restaurants, spas and other properties. The Company accounts for its leases under ASC 842 Leases (Topic 842).

 

The Company determines the initial classification and measurement of its right-of-use assets and lease liabilities at the lease commencement date and thereafter if the leases are modified. The lease term includes any renewal options and termination options that the Company is reasonably assured to exercise. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its incremental borrowing rate. The incremental borrowing rate is determined by using a portfolio approach based on the rate of interest that the Company would pay to borrow on a collateralized basis an amount equal to the lease payments for a similar term and in a similar economic environment.

 

Rent expense for operating leases is recognized net of sublease income on a straight-line basis over the reasonably assured lease term based on the total lease payments and is included in other in-house operating expenses and other operating expenses in the consolidated statements of operations.

 

The Company recognizes the amortization of the right-of-use asset for its finance leases on a straight-line basis over the reasonably assured lease term in depreciation and amortization in the consolidated statements of operations. The interest expense related to finance leases is recognized using the effective interest method and is included within interest expense, net.

 

For all leases, rent payments that are based on a fixed index or rate at the lease commencement date are included in the measurement of right-of-use assets and lease liabilities at the lease commencement date. Rent payments that vary based on the outcome of future indices, rates, or the Company’s revenues are expensed in the period incurred.

 

The Company has previously elected the practical expedient to not separate lease and non-lease components. The Company’s non-lease components are primarily related to property maintenance, which varies based on future outcomes, and thus is recognized in rent expense when incurred. In addition, the Company elected to exclude short-term leases, or leases with a term of 12 months or less that do not contain a purchase option that the Company is reasonably certain to exercise, from the right-of-use asset and lease liability balances.

 

Sale Leaseback Transactions

 

The Company accounts for a transaction as a sale of an asset and a leaseback of that asset only if the buyer-lessor obtains control of the asset in accordance with the provisions of ASC 606, Revenue from Contracts with Customers (Topic 606). In these circumstances, the Company (as the seller-lessee) derecognizes the carrying amount of the asset, recognizes the transaction price for the sale, and accounts for the lease in accordance with Topic 842. When a sale and leaseback transaction does not qualify for sale accounting, the Company does not derecognize the underlying asset and accounts for the transaction as a financing obligation.
Debt Issuance Costs

Debt Issuance Costs

 

Debt issuance costs relate to the Company’s debt instruments. These costs are reflected as a deduction from the carrying amount of the related debt instrument, with the exception of the Company’s Revolving Credit Facility, for which debt issuance costs are reflected as a current asset following repayment in full of the amount drawn under the facility during the fiscal year ended January 2, 2022. Debt issuance costs are deferred and amortized over the term of the related debt instrument using the effective interest method. As of December 29, 2024 and December 31, 2023, these costs totaled $8 million (including $1 million presented within prepaid expenses and other current assets) and $11 million (including $1 million presented within prepaid expenses and other current assets), respectively. Amortization expense associated with debt issuance costs (excluding write-offs recognized upon extinguishment of

debt), which is included within interest expense, net, totaled $3 million, $3 million, and $4 million for the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023, respectively.
Fair Value Measurements

Fair Value Measurements

 

The Company has various financial instruments measured at fair value on a periodic basis for disclosure purposes. See Note 12, Fair Value Measurements, for further information. The Company also applies the fair value measurement framework to various nonrecurring measurements for its financial and nonfinancial assets and liabilities.

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date (an exit price). The Company uses the three-level valuation hierarchy for classification of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability and may be considered observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized below.

Level 1 Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 Valuation is based upon quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument.

Level 3 Valuation is based upon other unobservable inputs that are significant to the fair value measurement.

 

The classification of assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement in its entirety. Proper classification of fair value measurements within the valuation hierarchy is considered each reporting period. The use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts.
Revenue Recognition

Revenue Recognition

 

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account for purposes of recognizing revenue. The majority of the Company’s contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct. There is no variable consideration or obligations for returns or refunds, and no other related obligations in the Company’s contracts.

 

Payment terms and conditions vary by contract type and may include a requirement of payment typically up to 60 days (as described further below). In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts do not include a significant financing component.

 

The Company’s revenues are primarily derived from the following sources and are recognized when or as the Company satisfies a performance obligation by transferring a good or service to a customer.

 

Membership Revenues

 

Membership revenues are comprised of annual membership fees and one-time initial registration fees.

 

Memberships are offered on an annual basis for access to Houses or to Soho Works locations. Annual membership fees are paid annually, quarterly or monthly and are deferred and recognized over the term to which the payment relates. Revenue is measured based on the amount invoiced for the member’s annual membership fee. The current portion of deferred revenue relates primarily to annual membership fees. There is no non-current deferred revenue relating to annual membership fees.

 

One-time registration fees are non-refundable and are invoiced to the member on their acceptance of membership. Such registration fees are recognized as non-current deferred revenue upon payment, and are recognized as revenue over the estimated average membership life of 20 years. Registration fees of $2 million, $2 million, and $2 million were recognized as revenue in the fiscal years

ended December 29, 2024, December 31, 2023, and January 1, 2023 respectively. As of December 29, 2024 and December 31, 2023, current deferred revenue related to one-time registration fees totaled $2 million and $2 million, respectively, and non-current deferred revenue related to such fees totaled $24 million and $30 million, respectively.

 

House Introduction Credits

 

New members admitted on or after April 4, 2022 are required, in the majority of regions we operate, to purchase House Introduction Credits ("House Introduction Credits") as part of their membership, instead of one-time registration fees. House Introduction Credits are credits of an equivalent value to cash within Houses and are redeemable against purchases of food and beverage items and bedroom stays at the Houses. House Introduction Credits expire after 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, which is generally a period of three months, or earlier in the period when we are able to reliably estimate expected breakage to the extent that they are unredeemed and further redemption is deemed remote.

 

In-House Revenues

 

In-House revenues represent all revenues generated within our Houses and primarily include revenues from food and beverage, accommodation, and spa products and treatments.

 

Revenue from food and beverage sales in the Company’s Houses is measured based on the amount invoiced for food and beverage purchased by the customer. Revenues are recognized when the goods are consumed. Payment is collected from the customer at the same time as the performance obligation is satisfied and, therefore, there are no material receivables, contract assets or contract liabilities related to food and beverage sales.

 

Hotel accommodation revenue is recognized when the rooms are occupied. Revenue is measured based on the amount invoiced for the room as specified in the contract when the room booking is made. Deposits received in advance of the hotel accommodation are deferred as contract liabilities and recognized as revenue when the customer occupies the room. As of December 29, 2024 and December 31, 2023, advance deposits of $12 million and $13 million, respectively, were recorded as accrued liabilities on the consolidated balance sheets.

 

Retail sales represent sales of goods and services, including from spas and cinema properties. Revenue from these transactions is recognized at the point in time when the goods and services have been delivered or rendered. Sales made online include shipping revenue and are recognized on dispatch to the customer. Payment terms with respect to retail sales and wholesale sales range from immediate payment at point of sale up to approximately 60 days. Amounts invoiced to customers for completed sales are recorded within accounts receivable on the consolidated balance sheets.

 

Other Revenues

 

Other revenues include all revenues that are not generated within our Houses. This includes revenues from Scorpios, Soho Works and our stand-alone restaurants, procurement fees from Soho House Design ("SHD"), Soho Home and Cowshed retail products and other revenues from products and services that we provide outside of our Houses, as well as management fees from The Ned and The LINE and Saguaro hotels. For further information regarding the Company’s management agreement with The Ned, refer to Note 3, Consolidated Variable Interest Entities.

 

Revenue recognized from Soho House Design totaled $7 million, $10 million, and $22 million for the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023, respectively. Some of SHD’s design services are provided as part of the Company’s in-house development activities, including to certain related parties as described in Note 19, Related Party Transactions. The percentage of Soho House Design revenues relating to design contracts from unaffiliated third parties was 70%, 85% and 41% during the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023 respectively.

 

Design contracts consist of a single performance obligation which is satisfied over time as the design and build work is completed and verified by third party contractors against specified contract milestones (output method of progress). The Company invoices for the work completed in accordance with the payment terms of the customer’s contract.

 

Sponsorship income, also referred to as partnership income, is recognized upon the successful completion of the related event. Food and beverage sales from restaurants not located in one of the Company’s Houses or hotels are recognized in a manner similar to In-House food and beverage sales, as previously described.

 

Practical Expedients

 

The Company applies the practical expedient not to disclose the amount of the transaction price allocated to the remaining performance obligations and an explanation of when the Company expects to recognize that amount as revenue. In addition, the Company applies the practical expedient and does not disclose information about remaining performance obligations for contracts that have original expected durations of one year or less.
In-House Operating Expenses and Other Operating Expenses

In-House Operating Expenses and Other Operating Expenses

 

In-House operating expenses represent the cost of sales of our In-House revenues and consist primarily of the cost of food and beverage products, employee-related costs for In-House staff members, rent expense, and utility costs. Other operating expenses represent the cost of sales of our Other revenues and consist primarily of the cost of retail products, food and beverage product costs associated with non-House restaurant operations, and employee-related costs for non-House staff members.
Government Grants

Government Grants

 

Government grants are recognized when there is reasonable assurance that cash will be received and that conditions attached to the grant have been met. Where the grant relates to reimbursement of specific costs that have been incurred, the grant is presented as a reduction of that specific expense. During the fiscal year ended December 29, 2024, government grants totaled $3 million and were presented as a reduction of payroll expenses within In-House operating expenses ($2 million) on the consolidated statements of operations. In addition, during the fiscal year ended December 29, 2024 government grants of less than $1 million were included within In-House revenues.

 

Government grants totaled $5 million during the fiscal year ended December 31, 2023 and are presented as a reduction of payroll expenses within In-House operating expenses ($2 million) and other operating expenses ($1 million) on the consolidated statements of operations. In addition, during the fiscal year ended December 31, 2023 government grants of $2 million were included within In-House revenues. During the fiscal year ended January 1, 2023, government grants totaled $5 million and were presented as a reduction of payroll expenses within In-House operating expenses ($5 million), other operating expenses (less than $1 million) on the consolidated statements of operations.
Interest Expense

Interest Expense

 

Interest expense is charged to the consolidated statements of operations over the term of the debt such that the amount charged is at a constant rate on the carrying amount (i.e., using the effective interest method). Interest expense includes the amortization of debt issuance costs, which are initially recognized as a reduction in the proceeds of the associated debt instrument, and interest expense on finance leases.

Business Interruption and Other Insurance Claims

Business Interruption and Other Insurance Claims

 

The Company maintains insurance policies to cover business interruption and property damage with terms that it believes to be adequate and appropriate. When the Company receives proceeds from the insurance claim in connection with property damage, which reimburses the replacement cost for repair or replacement of damaged assets, the proceeds are recognized as a reduction against the value of the assets written off. Business interruption proceeds which reimburse the time-element of actual costs and lost profits following damage to property are recognized as non-operating income. Business interruption proceeds related to the cost to expedite repairs, retention pay to workers temporarily displaced, and additional expenses to stay in business following damage to property are recognized as a reduction of the related expense line item. If there are any outstanding receivables in respect of insurance recoveries, they are recognized only when the Company deems collection to be virtually certain.
Income Taxes

Income Taxes

 

Significant judgment is involved in determining the provision for income taxes. There are certain transactions for which the ultimate tax determination is unclear due to uncertainty in the ordinary course of business. The Company recognizes tax liabilities based on its

assessment of whether its tax return positions are supportable, and more likely than not to be sustained, based on the technical merits and assuming the position will be examined by the relevant taxing authority that has full knowledge of all relevant information. Where the Company has determined that its tax return filing position does not satisfy the more likely than not recognition threshold, the Company will record an uncertain tax position. Each period the Company assesses uncertain tax positions for recognition, measurement and effective settlement. The Company recognizes accrued interest and penalties for any unrecognized tax benefits as a component of income tax (benefit) expense.

 

Income tax (benefit) expense consists of taxes currently payable and changes in deferred tax assets and liabilities calculated according to local tax rules. Deferred tax assets and liabilities are based on temporary differences that arise between carrying values of assets and liabilities used for financial reporting purposes and amounts used for taxation purposes and the future tax benefits of tax loss carry forwards. A deferred tax asset is recognized only to the extent that it is more likely than not that future taxable profits will be available against which the asset can be utilized.

 

Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, management considers all available evidence for each jurisdiction, including past operating results, estimates of future taxable income and the feasibility of ongoing tax planning strategies. In the event that the Company changes its determination as to the amount of deferred tax assets that can be realized, the Company will adjust its valuation allowance with a corresponding impact to income tax (benefit) expense in the period in which such determination is made.

 

The amount of deferred tax recognized in any period is based on tax rates enacted as of the balance sheet date. The impact of tax law changes is recognized in periods when the change is enacted. The Company classifies all deferred tax assets and liabilities, including any related valuation allowance, as non-current on the consolidated balance sheets.
Indirect Taxes

Indirect Taxes

 

The Company remits sales, value added and other indirect taxes to various taxing jurisdictions as a result of revenue earned from the sale of products and services to customers. Specific sales tax rates applicable to the Company’s products and services vary by taxing jurisdiction. The Company records sales, value added and other indirect taxes as liabilities when incurred. Revenue is recognized net of sales, value added and other indirect taxes.
Foreign Currency and Operations

Foreign Currency and Operations

 

The functional currency is the currency of the primary economic environment in which an entity’s operations are conducted. The functional currency of the Company’s subsidiaries is generally the same as their local currency. The Company translates the financial statements of its subsidiaries into the presentation currency using exchange rates in effect on the balance sheet date for assets and liabilities and average exchange rates for the period for statement of operations accounts, with the difference recognized in accumulated other comprehensive (loss) income. The following exchange rates were used to translate the financial statements of the Company and its foreign subsidiaries into USD:

 

 

As of

 

December 29, 2024

 

December 31, 2023

Great Britain pound sterling

$

1.26

 

$

1.27

Canadian dollar

 

0.69

 

 

0.76

Euro

 

1.04

 

 

1.10

Hong Kong dollar

 

0.13

 

 

0.13

Israeli new shekel

 

0.27

 

 

0.28

Danish krone

 

0.14

 

 

0.15

Swedish krona

 

0.09

 

 

0.10

Mexican peso

 

0.05

 

 

0.06

Qatari riyal

 

0.27

 

 

0.27

Thai baht

 

0.03

 

 

0.03

Brazilian real

 

0.16

 

 

0.21

Turkish lira

 

0.03

 

 

N/A

 

 

For the Fiscal Year Ended

 

December 29, 2024

 

December 31, 2023

 

January 1, 2023

Great Britain pound sterling

$

1.28

 

$

1.24

 

$

1.23

Canadian dollar

 

0.73

 

 

0.74

 

 

0.77

Euro

 

1.08

 

 

1.08

 

 

1.05

Hong Kong dollar

 

0.13

 

 

0.13

 

 

0.13

Israeli new shekel

 

0.27

 

 

0.27

 

 

0.30

Danish krone

 

0.14

 

 

0.15

 

 

0.14

Swedish krona

 

0.09

 

 

0.09

 

 

0.10

Mexican peso

 

0.05

 

 

0.06

 

 

0.05

Qatari riyal

 

0.27

 

 

0.27

 

 

0.28

Thai baht

 

0.03

 

 

0.03

 

 

N/A

Brazilian real

 

0.19

 

 

0.20

 

 

N/A

Turkish lira

 

0.02

 

 

N/A

 

 

N/A

 

Foreign currency transaction gains and losses are included in other in the consolidated statements of operations. The Company recorded foreign currency transaction net loss of $23 million, net gain of $36 million, and net losses of $70 million during the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023, respectively.

Pre-Opening Expenses

Pre-Opening Expenses

 

Pre-opening expenses include costs associated with the acquisition, opening, conversion and initial setup of new and converted sites, including rent, overhead expenses, pre-opening marketing and incremental wages to support the “ramp up” period of time to support the site in the initial period following opening. Expenses may also be included for unopened or partially opened sites, which, from time to time, may be over an extended time period if there are delays in site opening or the original requirements and planned usage of the site changes. These costs are expensed as incurred and are included in pre-opening expenses in the consolidated statements of operations. The entire balance of these costs is related to pre-opening and related activities for our sites in each of the periods presented.
Share-Based Compensation

Share-Based Compensation

 

Share-based compensation is measured at the estimated fair value of the award on the grant date and recognized as an expense on a straight-line basis over the vesting period of the award. The Company does not reduce share-based compensation for an estimate of forfeitures and will account for forfeitures when they occur. In order to determine the grant date fair value of awards granted prior to IPO, the Company applied the Black-Scholes option-pricing valuation model. The determination of fair value of these awards is subjective and involves estimates and assumptions including expected term of the awards, volatility of the Company’s shares, expected dividend yield, and the risk-free rate. The Company uses the closing stock price on the date of grant to determine the grant date fair value for restricted stock units ("RSUs") and performance stock units ("PSUs").

 

Share-based compensation expense is recorded within general and administrative expense in the consolidated statements of operations. See Note 13, Share-Based Compensation, for additional information.

 

Limited reorganization of support and operations functions


During the fiscal year ended December 29, 2024, the Company engaged in a limited reorganization of its support and operations functions following a change in the Company’s senior leadership. This resulted in the termination of employees in our support and operations teams. The amount recognized as an expense in fiscal year ended December 29, 2024, in other expenses, net, was $7 million. This obligation has been settled as of December 29, 2024.
Net Loss per Share

Net Loss per Share

 

The Company computes net loss per share using the two-class method. As the liquidation and dividend rights are identical, the undistributed earnings or losses are allocated on a proportionate basis to each class of common stock, and the resulting basic and diluted loss per share attributable to common stockholders are therefore the same for Class A common stock and Class B common

stock. Basic loss per share is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted loss per share is based on the weighted-average number of common shares outstanding for the period and respective share equivalents outstanding at the end of the period, unless the effect is anti-dilutive. An anti-dilutive impact is a reduction in net loss per share resulting from the conversion, exercise, or contingent issuance of certain securities. Since the Company had net losses for all the periods presented, basic and diluted loss per share are the same, and additional potential common shares have been excluded as their effect would be anti-dilutive.
Commitments and Contingencies

Commitments and Contingencies

 

The Company is subject to loss contingencies that arise out of operations in the normal course of business. Periodically, the Company reviews the status of each significant matter and assesses the potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable, and the amount can be reliably estimated, such amount is recognized in other liabilities on the consolidated balance sheets.

 

Contingent liabilities are measured at the Company’s best estimate of the expenditure required to settle the obligation as of the end of the reporting period. If there is no best estimate, an amount is recorded for the lowest amount of the range of potential outcomes. Refer to Note 15, Commitments and Contingencies, for more information.
Recently Adopted Standards

Recently Adopted Standards

In June 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The Company adopted ASU 2020-06 effective January 1, 2024 on a prospective basis. The adoption of ASU 2020-06 did not have a material effect on the Company’s consolidated financial statements and related disclosures.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers. The Company adopted ASU 2024-02 effective January 1, 2024 on a prospective basis. The adoption of ASU 2024-02 did not have a material effect on the Company’s consolidated financial statements and related disclosures as no business combination transactions have taken place since the Company adopted ASU 2024-02.

In August 2023, the FASB issues ASU 2023-02, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. The ASU permits reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. The Company adopted ASU 2023-02 in Q1 2024. The adoption of ASU 2023-02 did not have a material effect on the Company’s consolidated financial statements and related disclosures.

In November 2023, the FASB issued ASU No 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. The Company adopted ASU 2020-06 during the fiscal year ended December 29, 2024 on a retrospective basis, which resulted in additional segmental disclosures. For additional information see Note 18 - Segments.

Future Accounting Standards

Future Accounting Standards

 

In May 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60), which requires a joint venture to initially measure all contributions received upon its formation at fair value. This accounting will largely be consistent with ASC 805, Business Combinations, although there are some specific exceptions. The new guidance should be applied prospectively and is effective for all newly-formed joint venture entities with a formation date on or after January 1, 2025, with early adoption permitted. Joint ventures formed prior to the adoption date may elect to apply the new guidance retrospectively back to their original formation date. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

 

In October 2023, the FASB issued ASU No 2023-06, “Disclosure Agreements – Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”). ASU 2023-06 will align the disclosure and presentation requirements in the FASB Accounting Standards Codification with the SEC’s regulations. The amendments in ASU 2023-06 will be

applied prospectively and are effective when the SEC removes the related requirements from Regulations S-X or S-K. Any amendments the SEC does not remove by June 30, 2027 will not be effective. The Company’s is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU No 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 expands disclosures in the rate reconciliation and requires disclosure of income taxes paid by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025 or the interim period in which the Company loses emerging growth company status. Early adoption is permitted. ASU 2023-09 should be applied prospectively; however, retrospective application is permitted. The Company’s is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

In March 2024, the FASB issued ASU No 2024-01, "Compensation - Stock Compensation (Topic 718): Scope application for profits interest and similar awards" ("ASU 2024-01"). This update adds an illustrative example to demonstrate how an entity should apply the scope guidance to determine whether profits interest and similar awards ("profits interest awards") should be accounted for in accordance with Topic 718. ASU 2024-01 is effective for fiscal years beginning after December 15, 2025 or the interim period in which the Company loses emerging growth company status. Early adoption is permitted. ASU 2024-01 should be applied retrospectively to all prior periods presented in the financial statements or prospectively. The Company’s is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

 

In March 2024, the FASB issued ASU No 2024-02, “Codification Improvements - Amendments to Remove References to the Concepts Statements” (“ASU 2024-02”). ASU 2024-02 removes references to various Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. ASU 2024-02 is effective for fiscal years beginning after December 15, 2025 or the interim period in which the Company loses emerging growth company status. ASU 2024-02 can be applied prospectively or retrospectively. The Company’s is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures” ("ASU 2024-03"). ASU 2024-03 requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. ASU 2024-03 should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of ASU 2024-03 on its disclosures.
v3.25.1
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 29, 2024
Accounting Policies [Abstract]  
Schedule of Estimated Useful Lives of Property Plant and Equipment

Depreciation is recorded using the straight-line method over the assets’ estimated useful lives, which are generally as follows:

 

Buildings

50-100 years*

Leasehold improvements

Lesser of useful life or remaining lease term

Fixtures and fittings

2-5 years

Office equipment and other

2-4 years

Finance lease property

Reasonably assured lease term

 
Summary of foreign exchange rates The following exchange rates were used to translate the financial statements of the Company and its foreign subsidiaries into USD:

 

 

As of

 

December 29, 2024

 

December 31, 2023

Great Britain pound sterling

$

1.26

 

$

1.27

Canadian dollar

 

0.69

 

 

0.76

Euro

 

1.04

 

 

1.10

Hong Kong dollar

 

0.13

 

 

0.13

Israeli new shekel

 

0.27

 

 

0.28

Danish krone

 

0.14

 

 

0.15

Swedish krona

 

0.09

 

 

0.10

Mexican peso

 

0.05

 

 

0.06

Qatari riyal

 

0.27

 

 

0.27

Thai baht

 

0.03

 

 

0.03

Brazilian real

 

0.16

 

 

0.21

Turkish lira

 

0.03

 

 

N/A

 

 

For the Fiscal Year Ended

 

December 29, 2024

 

December 31, 2023

 

January 1, 2023

Great Britain pound sterling

$

1.28

 

$

1.24

 

$

1.23

Canadian dollar

 

0.73

 

 

0.74

 

 

0.77

Euro

 

1.08

 

 

1.08

 

 

1.05

Hong Kong dollar

 

0.13

 

 

0.13

 

 

0.13

Israeli new shekel

 

0.27

 

 

0.27

 

 

0.30

Danish krone

 

0.14

 

 

0.15

 

 

0.14

Swedish krona

 

0.09

 

 

0.09

 

 

0.10

Mexican peso

 

0.05

 

 

0.06

 

 

0.05

Qatari riyal

 

0.27

 

 

0.27

 

 

0.28

Thai baht

 

0.03

 

 

0.03

 

 

N/A

Brazilian real

 

0.19

 

 

0.20

 

 

N/A

Turkish lira

 

0.02

 

 

N/A

 

 

N/A
v3.25.1
Consolidated Variable Interest Entities (Tables)
 12 Months Ended
Dec. 29, 2024
Consolidated Variable Interest Entities [Line Items]  
Summary of consolidated VIEs' assets and liabilities included in the condensed consolidated balance sheets

Consolidated Balance Sheets

 

 

December 31, 2023

 

 

January 1, 2023

 

(in thousands, except for par value and share data)

As Previously Reported

 

 

Adjustment

 

 

As Revised

 

 

As Previously Reported

 

 

Adjustment

 

 

As Revised

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

161,656

 

 

$

(2,501

)

 

$

159,155

 

 

$

182,115

 

 

$

(1,435

)

 

$

180,680

 

Restricted cash

 

1,951

 

 

 

-

 

 

 

1,951

 

 

 

7,928

 

 

 

-

 

 

 

7,928

 

Accounts receivable, net

 

58,158

 

 

 

(69

)

 

 

58,089

 

 

 

42,215

 

 

 

171

 

 

 

42,386

 

Inventories

 

60,768

 

 

 

(3,172

)

 

 

57,596

 

 

 

57,848

 

 

 

(1,418

)

 

 

56,430

 

Prepaid expenses and other current assets

 

112,512

 

 

 

(563

)

 

 

111,949

 

 

 

91,101

 

 

 

104

 

 

 

91,205

 

Total current assets

 

395,045

 

 

 

(6,305

)

 

 

388,740

 

 

 

381,207

 

 

 

(2,578

)

 

 

378,629

 

Property and equipment, net

 

627,035

 

 

 

(5,647

)

 

 

621,388

 

 

 

647,001

 

 

 

(1,342

)

 

 

645,659

 

Operating lease assets

 

1,150,165

 

 

 

2,123

 

 

 

1,152,288

 

 

 

1,085,579

 

 

 

-

 

 

 

1,085,579

 

Goodwill

 

206,285

 

 

 

-

 

 

 

206,285

 

 

 

199,646

 

 

 

-

 

 

 

199,646

 

Other intangible assets, net

 

127,240

 

 

 

-

 

 

 

127,240

 

 

 

125,968

 

 

 

-

 

 

 

125,968

 

Equity method investments

 

21,695

 

 

 

-

 

 

 

21,695

 

 

 

21,629

 

 

 

-

 

 

 

21,629

 

Deferred tax assets

 

740

 

 

 

-

 

 

 

740

 

 

 

295

 

 

 

-

 

 

 

295

 

Other non-current assets

 

9,597

 

 

 

(114

)

 

 

9,483

 

 

 

6,571

 

 

 

(113

)

 

 

6,458

 

Total non-current assets

 

2,142,757

 

 

 

(3,638

)

 

 

2,139,119

 

 

 

2,086,689

 

 

 

(1,455

)

 

 

2,085,234

 

Total assets

$

2,537,802

 

 

$

(9,943

)

 

$

2,527,859

 

 

$

2,467,896

 

 

$

(4,033

)

 

$

2,463,863

 

Liabilities, Redeemable Shares and Shareholders' Equity (Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

$

70,316

 

 

$

-

 

 

$

70,316

 

 

$

80,741

 

 

$

-

 

 

$

80,741

 

Accrued liabilities

 

84,815

 

 

 

1,499

 

 

 

86,314

 

 

 

84,112

 

 

 

1,603

 

 

 

85,715

 

Current portion of deferred revenue

 

117,129

 

 

 

(3,374

)

 

 

113,755

 

 

 

91,611

 

 

 

(3,283

)

 

 

88,328

 

Indirect and employee taxes payable

 

38,169

 

 

 

1,990

 

 

 

40,159

 

 

 

38,088

 

 

 

1,155

 

 

 

39,243

 

Current portion of debt, net of debt issuance costs

 

29,290

 

 

 

-

 

 

 

29,290

 

 

 

1,005

 

 

 

-

 

 

 

1,005

 

Current portion of related party loans

 

-

 

 

 

-

 

 

 

-

 

 

 

24,612

 

 

 

-

 

 

 

24,612

 

Current portion of operating lease liabilities - sites trading less than one year

 

1,721

 

 

 

-

 

 

 

1,721

 

 

 

4,176

 

 

 

-

 

 

 

4,176

 

Current portion of operating lease liabilities - sites trading more than one year

 

49,436

 

 

 

-

 

 

 

49,436

 

 

 

35,436

 

 

 

-

 

 

 

35,436

 

Other current liabilities

 

33,633

 

 

 

2,198

 

 

 

35,831

 

 

 

36,019

 

 

 

(1

)

 

 

36,018

 

Total current liabilities

 

424,509

 

 

 

2,313

 

 

 

426,822

 

 

 

395,800

 

 

 

(526

)

 

 

395,274

 

Debt, net of current portion and debt issuance costs

 

635,576

 

 

 

-

 

 

 

635,576

 

 

 

579,904

 

 

 

-

 

 

 

579,904

 

Property mortgage loans, net of debt issuance costs

 

137,099

 

 

 

-

 

 

 

137,099

 

 

 

116,187

 

 

 

-

 

 

 

116,187

 

Operating lease liabilities, net of current portion - sites trading less than one year

 

68,762

 

 

 

-

 

 

 

68,762

 

 

 

227,158

 

 

 

-

 

 

 

227,158

 

Operating lease liabilities, net of current portion - sites trading more than one year

 

1,234,140

 

 

 

-

 

 

 

1,234,140

 

 

 

982,306

 

 

 

-

 

 

 

982,306

 

Finance lease liabilities, net of current portion

 

78,481

 

 

 

-

 

 

 

78,481

 

 

 

76,638

 

 

 

-

 

 

 

76,638

 

Financing obligation, net of current portion

 

76,624

 

 

 

-

 

 

 

76,624

 

 

 

76,239

 

 

 

-

 

 

 

76,239

 

Deferred revenue, net of current portion

 

25,787

 

 

 

4,270

 

 

 

30,057

 

 

 

27,118

 

 

 

-

 

 

 

27,118

 

Deferred tax liabilities

 

1,510

 

 

 

-

 

 

 

1,510

 

 

 

1,666

 

 

 

-

 

 

 

1,666

 

Other non-current liabilities

 

5,941

 

 

 

-

 

 

 

5,941

 

 

 

256

 

 

 

-

 

 

 

256

 

Total non-current liabilities

 

2,263,920

 

 

 

4,270

 

 

 

2,268,190

 

 

 

2,087,472

 

 

 

-

 

 

 

2,087,472

 

Total liabilities

 

2,688,429

 

 

 

6,583

 

 

 

2,695,012

 

 

 

2,483,272

 

 

 

(526

)

 

 

2,482,746

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A common stock

 

2,057

 

 

 

-

 

 

 

2,057

 

 

 

2,037

 

 

 

-

 

 

 

2,037

 

Additional paid-in capital

 

1,231,941

 

 

 

-

 

 

 

1,231,941

 

 

 

1,213,086

 

 

 

-

 

 

 

1,213,086

 

Accumulated deficit

 

(1,360,365

)

 

 

(16,167

)

 

 

(1,376,532

)

 

 

(1,242,412

)

 

 

(3,577

)

 

 

(1,245,989

)

Accumulated other comprehensive loss

 

30,000

 

 

 

(359

)

 

 

29,641

 

 

 

54,853

 

 

 

70

 

 

 

54,923

 

Treasury stock

 

(62,000

)

 

 

-

 

 

 

(62,000

)

 

 

(50,000

)

 

 

-

 

 

 

(50,000

)

Total shareholders’ deficit attributable to Soho House & Co Inc.

 

(158,367

)

 

 

(16,526

)

 

 

(174,893

)

 

 

(22,436

)

 

 

(3,507

)

 

 

(25,943

)

Noncontrolling interest

 

7,740

 

 

 

-

 

 

 

7,740

 

 

 

7,060

 

 

 

-

 

 

 

7,060

 

Total shareholders’ deficit

 

(150,627

)

 

 

(16,526

)

 

 

(167,153

)

 

 

(15,376

)

 

 

(3,507

)

 

 

(18,883

)

Total liabilities and shareholders’ deficit

$

2,537,802

 

 

$

(9,943

)

 

$

2,527,859

 

 

$

2,467,896

 

 

$

(4,033

)

 

$

2,463,863

 

 
Soho Works Limited [Member]  
Consolidated Variable Interest Entities [Line Items]  
Summary of consolidated VIEs' assets and liabilities included in the condensed consolidated balance sheets

The following table summarizes the carrying amounts and classification of the consolidated VIEs’ assets and liabilities included in the consolidated balance sheets. The obligations of the consolidated VIEs are non-recourse to the Company, and the assets of the VIEs can be used only to settle those obligations.

 

 

As of

 

(in thousands)

December 29, 2024

 

 

December 31, 2023
(As Revised)

 

Cash and cash equivalents

$

2,528

 

 

$

6,482

 

Accounts receivable

 

12,082

 

 

 

4,530

 

Inventories

 

4

 

 

 

15

 

Prepaid expenses and other current assets

 

5,380

 

 

 

3,354

 

Total current assets

 

19,994

 

 

 

14,381

 

Property and equipment, net

 

25,268

 

 

 

29,001

 

Operating lease assets

 

95,618

 

 

 

103,146

 

Other intangible assets, net

 

251

 

 

 

314

 

Other non-current assets

 

189

 

 

 

7,443

 

Total assets

 

141,320

 

 

 

154,285

 

Accounts payable

 

1,899

 

 

 

1,070

 

Accrued liabilities

 

7,072

 

 

 

4,050

 

Indirect and employee taxes payable

 

1,918

 

 

 

1,231

 

Current portion of debt, net of debt issuance costs

 

28,710

 

 

 

27,715

 

Current portion of operating lease liabilities - sites trading more than one year

 

6,689

 

 

 

6,250

 

Other current liabilities

 

210

 

 

 

6,770

 

Total current liabilities

 

46,498

 

 

 

47,086

 

Operating lease liabilities, net of current portion - sites trading more than one year

 

107,838

 

 

 

116,251

 

Total liabilities

 

154,336

 

 

 

163,337

 

Net assets (liabilities)

$

(13,016

)

 

$

(9,052

)
v3.25.1
Equity Method Investments (Tables)
 12 Months Ended
Dec. 29, 2024
Equity Method Investments and Joint Ventures [Abstract]  
Schedule Of Equity Method Investment Summarized Ownership Interests Equity method investment ownership interests in each of the periods presented in these consolidated financial statements are as follows:

 

 

Ownership Interest (Percentage)

 

Equity Method Investment*

December 29, 2024

 

 

December 31, 2023

 

 

January 1, 2023

 

Soho House Toronto (House)**

 

 

 

 

 

 

 

 

Soho House Toronto Partnership

 

50

 

 

 

50

 

 

 

50

 

139 Ludlow Street New York (Property)

 

 

 

 

 

 

 

 

139 Ludlow Acquisition, LLC

 

33.3

 

 

 

33.3

 

 

 

33.3

 

56-60 Redchurch Street, London (Property and Hotel)**

 

 

 

 

 

 

 

 

Raycliff Red LLP

 

50

 

 

 

50

 

 

 

50

 

Raycliff Shoreditch Holdings LLP

 

50

 

 

 

50

 

 

 

50

 

Redchurch Partner Limited

 

50

 

 

 

50

 

 

 

50

 

Soho House Barcelona (Property and House)

 

 

 

 

 

 

 

 

Mimea XXI S.L.

 

50

 

 

 

50

 

 

 

50

 

Mirador Barcel S.L.

 

50

 

 

 

50

 

 

 

50

 

Little Beach House Barcelona S.L.

 

50

 

 

 

50

 

 

 

50

 

Soho Beach House Canouan (House)

 

 

 

 

 

 

 

 

Soho Beach House Canouan Limited

 

20

 

 

 

20

 

 

 

20

 

 

*The Company owns 50% of Store Berlin and suspended application of the equity method of accounting for Store Berlin as of January 2, 2022, due to the £1 investment balance and given SHCO is not obligated to provide for Store Berlin’s losses, has not guaranteed its obligations, nor otherwise committed to provide financial support.

 

**Under applicable guidance for VIEs, the Company determined that its investments in Soho House Toronto Partnership ("Soho House Toronto") and the entities comprising 56-60 Redchurch Street, London are VIEs. Soho House Toronto owns and operates a House located in Toronto, while 56-60 Redchurch Street, London provides additional members’ accommodation capacity for Shoreditch House in London.

Summary of the company's maximum exposure to losses related to its equity method investments

The following tables present summarized financial information for all unconsolidated equity method investees. The Company’s maximum exposure to losses related to its equity method investments is limited to its ownership interests as well as certain guarantees as described in Note 15, Commitments and Contingencies.

 

 

 

For the Fiscal Year Ended (1)

 

(in thousands)

 

December 29, 2024

 

 

December 31, 2023

 

 

January 1, 2023

 

Revenues

 

$

53,117

 

 

$

51,826

 

 

$

45,274

 

Operating income (loss)

 

 

18,475

 

 

 

9,149

 

 

 

7,131

 

Net income (loss)(2)

 

 

10,100

 

 

 

2,801

 

 

 

3,133

 

 

(1)
Excludes amounts related to Store Berlin, as the Company discontinued applying the equity method of accounting.
(2)
The net income (loss) shown above relates entirely to continuing operations.
Summary of equity method investment summarized balance sheet

 

 

As of (1)

 

(in thousands)

 

December 29, 2024

 

 

December 31, 2023
(As Revised)

 

Current assets

 

$

25,428

 

 

$

46,771

 

Non-current assets

 

 

156,648

 

 

 

134,264

 

Total assets

 

 

182,076

 

 

 

181,035

 

Current liabilities

 

 

11,114

 

 

 

12,018

 

Non-current liabilities

 

 

136,618

 

 

 

138,834

 

Total liabilities

 

 

147,732

 

 

 

150,852

 

Net assets

 

$

34,344

 

 

$

30,183

 

 

(1)
Excludes amounts related to Store Berlin, as the Company discontinued applying the equity method of accounting.
v3.25.1
Leases (Tables)
 12 Months Ended
Dec. 29, 2024
Lessee, Lease, Description [Line Items]  
Summary of the maturity of the Company's operating and finance lease liabilities

The maturity of the Company’s operating and finance lease liabilities as of December 29, 2024 is as follows:

 

(in thousands)
Fiscal year ended

 

Operating
Leases

 

 

Finance
Leases

 

Undiscounted lease payments

 

 

 

 

 

 

2025

 

$

159,442

 

 

$

6,067

 

2026

 

 

160,843

 

 

 

5,991

 

2027

 

 

153,657

 

 

 

5,969

 

2028

 

 

153,033

 

 

 

5,922

 

2029

 

 

154,262

 

 

 

5,922

 

Thereafter

 

 

1,620,300

 

 

 

204,827

 

Total undiscounted lease payments

 

 

2,401,537

 

 

 

234,698

 

Present value adjustment

 

 

(1,043,370

)

 

 

(157,443

)

Total net lease liabilities

 

$

1,358,167

 

 

$

77,255

 
Summary of the supplemental disclosure for the statement of cash flows related to operating and finance leases

The following information represents supplemental disclosure for the statement of cash flows related to operating and finance leases:

 

 

 

For the Fiscal Year Ended

 

(in thousands)

 

December 29, 2024

 

 

December 31, 2023

 

 

January 1, 2023

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

(156,192

)

 

$

(137,856

)

 

$

(118,269

)

Interest payments for finance leases

 

 

(5,604

)

 

 

(6,444

)

 

 

(5,002

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Principal payments for finance leases

 

$

(383

)

 

$

(407

)

 

$

(528

)

Supplemental disclosures of non-cash investing and financing activities:

 

 

 

 

 

 

 

 

 

Operating lease assets obtained in exchange for new operating lease liabilities

 

$

75,039

 

 

$

124,779

 

 

$

133,743

 

Acquisitions of property and equipment under finance leases

 

 

179

 

 

 

33

 

 

 

12,315

 
Summary of the additional information related to operating and finance leases

The following summarizes additional information related to operating and finance leases:

 

 

 

As of

 

 

December 29, 2024

 

December 31, 2023

Weighted-average remaining lease term

 

 

 

 

Finance leases

 

41 years

 

42 years

Operating leases

 

16 years

 

16 years

Weighted-average discount rate

 

 

 

 

Finance leases

 

7.29%

 

7.29%

Operating leases

 

7.93%

 

7.89%

 
Summary of the Company's estimated future undiscounted lease payments for current leases

The following summarizes the Company’s estimated future undiscounted lease payments for current leases signed but not commenced, including properties where the SHD team is acting as the construction manager:

 

(in thousands)

 

Operating
Leases Under

 

Fiscal year ended

 

Construction

 

Estimated total undiscounted lease payments

 

 

 

2025

 

$

1,057

 

2026

 

 

7,802

 

2027

 

 

11,836

 

2028

 

 

40,021

 

2029

 

 

48,767

 

Thereafter

 

 

926,489

 

Total undiscounted lease payments expected for leases signed but not commenced

 

$

1,035,972

 
DTLA Property [Member]  
Lessee, Lease, Description [Line Items]  
Summary of the supplemental disclosure for the statement of cash flows related to operating and finance leases

The following information represents supplemental disclosure for the statement of cash flows related to the financing obligation for the DTLA property:

 

 

For the Fiscal Year Ended

 

(in thousands)

December 29, 2024

 

 

December 31, 2023

 

 

January 1, 2023

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

Interest payments for financing obligation

$

 

(7,172

)

 

$

 

(7,031

)

 

$

 

(6,894

)

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

 

Capitalized interest

$

 

—

 

 

$

 

—

 

 

$

 

—

 

Purchase of property and equipment

 

 

—

 

 

 

 

—

 

 

 

 

—

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

 

Principal payments on financing obligation

$

 

—

 

 

$

 

—

 

 

$

 

(1,578

)

 
Summary of the company's future undiscounted finance lease

The following summarizes the Company's future undiscounted lease payments for the DTLA property:

 

(in thousands)

Financing Obligation

 

Fiscal year ended

 

 

Undiscounted lease payments

 

 

2025

$

7,316

 

2026

 

7,462

 

2027

 

7,611

 

2028

 

7,763

 

2029

 

7,919

 

Thereafter

 

100,760

 

Total undiscounted lease payments

 

138,831

 

Present value adjustment

 

61,931

 

Total net financing obligation

$

76,900

 
v3.25.1
Revenue Recognition (Tables)
 12 Months Ended
Dec. 29, 2024
Revenue Recognition [Abstract]  
Summary of disaggregation of revenue

The following table includes estimated revenues expected to be recognized in the future related to performance obligations that were unsatisfied (or partially unsatisfied) at the end of the reporting period ending December 29, 2024.

 

(in thousands)

December 29, 2024

 

 

Future periods

 

Membership, registration fees, and House Introduction Credits

$

109,271

 

 

$

23,697

 

Total future revenues

$

109,271

 

 

$

23,697

 

The following table provides information about contract receivables, contract assets and contract liabilities from contracts with customers:

 

 

 

As of

 

(in thousands)

 

December 29, 2024

 

 

December 31, 2023
(As Revised)

 

Contract receivables

 

$

78,890

 

 

$

58,089

 

Contract assets

 

 

3,257

 

 

 

3,778

 

Contract liabilities

 

 

174,697

 

 

 

156,252

 
Summary of Changes in Contract Liabilities Significant changes in contract liabilities balances during the period are as follows:

 

 

 

For the Fiscal Year Ended

 

(in thousands)

 

December 29, 2024

 

 

December 31, 2023
(As Revised)

 

 

January 1, 2023
(As Revised)

 

Opening balance

 

$

156,252

 

 

$

127,692

 

 

$

113,630

 

Revenue recognized that was included in the contract liability balance at the beginning of the period

 

 

(120,099

)

 

 

(81,667

)

 

 

(89,394

)

Increases due to cash received during the period

 

 

138,149

 

 

 

109,684

 

 

 

104,652

 

Foreign currency translation

 

 

395

 

 

 

543

 

 

 

(1,196

)

Closing balance

 

$

174,697

 

 

$

156,252

 

 

$

127,692

 
v3.25.1
Prepaid Expenses and Other Current Assets (Tables)
 12 Months Ended
Dec. 29, 2024
Prepaid Expense and Other Assets, Current [Abstract]  
Prepaid Expenses And Other Current Assets

The table below presents the components of prepaid expenses and other current assets.

 

The Company recognized accrued revenue relating to transactions with related parties amounting to $1 million and $8 million recorded within "Prepaid expenses and other current assets" in the consolidated balance sheets as of December 29, 2024 and December 31, 2023. Refer to Note 19, Related Party Transactions, for further information.

 

 

 

As of

 

(in thousands)

 

December 29, 2024

 

 

December 31, 2023
(As Revised)

 

Amounts owed by equity method investees

 

$

2,379

 

 

$

1,323

 

Prepayments and accrued income

 

 

36,350

 

 

 

35,510

 

Contract assets

 

 

3,257

 

 

 

3,778

 

Inventory supplier advances

 

 

12,139

 

 

 

18,656

 

Other receivables

 

 

44,649

 

 

 

52,682

 

Total prepaid expenses and other current assets

 

$

98,774

 

 

$

111,949

 
v3.25.1
Property and Equipment, Net (Tables)
 12 Months Ended
Dec. 29, 2024
Property, Plant and Equipment, Net [Abstract]  
Property and Equipment

Property and equipment is comprised of the following:

 

 

 

As of

 

(in thousands)

 

December 29, 2024

 

 

December 31, 2023
(As Revised)

 

Land and buildings

 

$

210,788

 

 

$

210,753

 

Leasehold improvements

 

 

412,810

 

 

 

380,958

 

Fixtures and fittings

 

 

387,346

 

 

 

355,468

 

Office equipment and other

 

 

50,803

 

 

 

43,416

 

Construction in progress

 

 

31,276

 

 

 

35,810

 

Finance property lease

 

 

79,831

 

 

 

80,906

 

 

 

1,172,854

 

 

 

1,107,311

 

Less: Accumulated depreciation

 

 

(558,340

)

 

 

(471,875

)

Less: Accumulated impairment

 

 

(16,244

)

 

 

(14,048

)

 

$

598,270

 

 

$

621,388

 
v3.25.1
Goodwill and Intangible Assets (Tables)
 12 Months Ended
Dec. 29, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Summary of Goodwill

A summary of goodwill for each of the Company’s applicable reportable segments from January 2, 2022 to December 29, 2024 is as follows:

 

(in thousands)

 

UK

 

 

The Americas

 

 

Europe and
RoW

 

 

Total

 

January 2, 2022

 

$

100,665

 

 

$

47,446

 

 

$

66,146

 

 

$

214,257

 

Foreign currency translation adjustment

 

 

(10,690

)

 

 

—

 

 

 

(3,921

)

 

 

(14,611

)

January 1, 2023

 

$

89,975

 

 

$

47,446

 

 

$

62,225

 

 

$

199,646

 

Foreign currency translation adjustment

 

 

4,684

 

 

 

—

 

 

 

1,955

 

 

 

6,639

 

December 31, 2023

 

$

94,659

 

 

$

47,446

 

 

$

64,180

 

 

$

206,285

 

Foreign currency translation adjustment

 

 

(1,205

)

 

 

—

 

 

 

(3,581

)

 

 

(4,786

)

Impairment charge

 

 

—

 

 

 

(2,043

)

 

 

(4,161

)

 

 

(6,204

)

December 29, 2024

 

$

93,454

 

 

$

45,403

 

 

$

56,438

 

 

$

195,295

 
Summary of Finite-lived Intangible Assets

A summary of finite-lived intangible assets as of December 29, 2024 and December 31, 2023 is as follows:

 

 

 

 

As of

 

 

 

 

December 29, 2024

 

 

December 31, 2023

 

(in thousands)

Average Amortization Period (in years)

 

Gross Carrying Value

 

 

Accumulated Amortization

 

 

Net Carrying Value

 

 

Gross Carrying Value

 

 

Accumulated Amortization

 

 

Net Carrying Value

 

Brand

24

 

$

110,854

 

 

$

59,860

 

 

$

50,994

 

 

$

111,634

 

 

$

55,140

 

 

$

56,494

 

Membership list

20

 

 

15,870

 

 

 

10,438

 

 

 

5,432

 

 

 

15,905

 

 

 

9,666

 

 

 

6,239

 

Hotel management agreements (1)

15

 

 

-

 

 

 

-

 

 

 

-

 

 

 

23,600

 

 

 

3,974

 

 

 

19,626

 

Website, internal-use software development costs, and other

5

 

 

116,350

 

 

 

70,166

 

 

 

46,184

 

 

 

94,366

 

 

 

49,485

 

 

 

44,881

 

 

 

 

$

243,074

 

 

$

140,464

 

 

$

102,610

 

 

$

245,505

 

 

$

118,265

 

 

$

127,240

 

 

(1) During the year ended December 29, 2024, the Company recognized an impairment losses of $18 million, which reduced the gross carrying value and accumulated amortization by $24 million and $6 million, respectively. See below for further information.

Schedule of future amortization expense The following table represents estimated aggregate amortization expense for each of the next five fiscal years:

 

(in thousands)

 

 

 

2025

$

 

25,076

 

2026

 

 

21,056

 

2027

 

 

13,247

 

2028

 

 

11,476

 

2029

 

 

8,008

 

 
v3.25.1
Accrued Liabilities and Other Current Liabilities (Tables)
 12 Months Ended
Dec. 29, 2024
Payables and Accruals [Abstract]  
Schedule of Accrued Liabilities

The table below presents the components of accrued liabilities.

 

 

 

As of

 

(in thousands)

 

December 29, 2024

 

 

December 31, 2023
(As Revised)

 

Accrued interest

 

$

7,113

 

 

$

1,309

 

Hotel deposits

 

 

12,414

 

 

 

12,628

 

Trade, capital and other accruals

 

 

78,955

 

 

 

72,377

 

Total accrued liabilities

 

$

98,482

 

 

$

86,314

 
v3.25.1
Debt (Tables)
 12 Months Ended
Dec. 29, 2024
Debt Disclosure [Abstract]  
Summary of Property Mortgage Loans, Net of Debt Issuance Costs

Debt balances, net of debt issuance costs, are as follows:

 

 

 

As of

 

(in thousands)

 

December 29, 2024

 

 

December 31, 2023

 

Senior Secured Notes, interest at 8.1764% for the Initial Notes and 8.5% for the Additional Notes, maturing March 2027

 

$

644,002

 

 

$

615,718

 

Soho Works Limited loans, unsecured, 7% interest bearing, maturing September 2025 (see additional description below)

 

 

27,369

 

 

$

27,715

 

Other loans (see additional description below)

 

 

20,115

 

 

 

21,433

 

 

 

691,486

 

 

 

664,866

 

Less: Current portion of long-term debt

 

 

(34,618

)

 

 

(29,290

)

Total long-term debt, net of current portion

 

$

656,868

 

 

$

635,576

 

 

Property mortgage loans, net of debt issuance costs, are as follows:

 

 

 

As of

 

(in thousands)

 

December 29, 2024

 

 

December 31, 2023

 

Term loan, interest at 6.99%, maturing June 1, 2033

 

$

137,385

 

 

$

137,099

 

Total property mortgage loans

 

$

137,385

 

 

$

137,099

 

 
Summary Of remaining loans consist

The other loans consist of the following:

 

 

 

Currency

 

Maturity date

 

Principal
balance as of
December 29, 2024

 

 

Applicable
interest rate
as of December 29, 2024

 

Dean Street loan

 

Great Britain pound sterling

 

March 2040

 

$

9,179

 

 

 

6.0

%

Copenhagen loan

 

Danish krone

 

November 2033

 

 

1,928

 

 

 

8.0

%

Copenhagen loan

 

Danish krone

 

December 2038

 

 

991

 

 

 

0.0

%

Greek Street loan

 

Great Britain pound sterling

 

January 2028

 

 

2,229

 

 

 

7.5

%

Compagnie de Phalsbourg credit facility

 

Euro

 

February 2025

 

 

5,397

 

 

 

7.0

%

Greek government loan

 

Euro

 

July 2025

 

 

391

 

 

 

3.1

%
Summary of Future Principal Payments for the Company's Debt, Property Mortgage Loans, and Related Party Loans

The following table presents future principal payments for the Company’s debt and property mortgage loans as of December 29, 2024:

 

(in thousands)

 

 

 

2025

 

$

34,596

 

2026

 

 

1,516

 

2027

 

 

650,201

 

2028

 

 

792

 

2029

 

 

828

 

Thereafter

 

 

148,311

 

Total future principal payments

 

 

836,244

 

Less: Unamortized debt issuance costs

 

 

(7,373

)

Total debt

 

$

828,871

 
v3.25.1
Fair Value Measurements (Tables)
 12 Months Ended
Dec. 29, 2024
Fair Value Disclosures [Abstract]  
Summary of Estimated Fair Values of the Company's Debt Instruments

The following table presents the estimated fair values (all of which are Level 3 fair value measurements) of the Company’s debt instruments with maturity dates in 2026 and thereafter:

 

(in thousands)

 

Carrying Value

 

 

Fair Value

 

December 29, 2024

 

 

 

 

 

 

Senior Secured Notes

 

$

644,002

 

 

$

596,976

 

Property mortgage loans

 

 

137,385

 

 

 

99,283

 

Other non-current debt

 

 

20,115

 

 

 

19,853

 

 

 

$

801,502

 

 

$

716,112

 

 

(in thousands)

 

Carrying Value

 

 

Fair Value

 

December 31, 2023

 

 

 

 

 

 

Senior Secured Notes

 

$

615,718

 

 

$

597,063

 

Property mortgage loans

 

 

137,099

 

 

 

117,488

 

Other non-current debt

 

 

21,433

 

 

 

21,079

 

 

$

774,250

 

 

$

735,630

 
v3.25.1
Share-Based Compensation (Tables)
 12 Months Ended
Dec. 29, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Summary of Share-Based Compensation

Share-based compensation during the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023 was recorded in the consolidated statements of operations within a separate line item as shown in the following table:

 

 

 

For the Fiscal Year Ended

 

(in thousands)

 

December 29, 2024

 

 

December 31, 2023

 

 

January 1, 2023

 

SARs

 

$

2,377

 

 

$

7,485

 

 

$

9,425

 

Restricted stock awards (Growth Shares)

 

 

—

 

 

 

1,101

 

 

 

2,285

 

RSUs

 

 

12,288

 

 

 

8,446

 

 

 

12,595

 

PSUs

 

 

—

 

 

 

—

 

 

 

—

 

Type III modification

 

 

—

 

 

 

1,843

 

 

 

1,902

 

Employer-related payroll expense(1)

 

 

1,358

 

 

 

1,355

 

 

 

1,474

 

Total share-based compensation expense

 

 

16,023

 

 

 

20,230

 

 

 

27,681

 

Tax benefit for share-based compensation expense

 

 

—

 

 

 

—

 

 

 

—

 

Share-based compensation expense, net of tax

 

$

16,023

 

 

$

20,230

 

 

$

27,681

 
(1)
Relates to employment related taxes, including employer national insurance tax in the UK. These amounts were settled in cash and are not included in additional paid-in capital or as an adjustment to reconcile net loss to net cash used in operating activities in the consolidated statements of cash flows.
Assumptions Used in Applying Pricing Model

The weighted-average assumptions used in valuing SARs granted or modified during each period are set forth in the following table:

 

 

For the Fiscal Year Ended

 

 

December 29, 2024

 

 

December 31, 2023

 

 

January 1, 2023

 

Expected average life(1)

3.21 - 4.81 years

 

 

1.70 - 5.56 years

 

 

3.92 - 6.30 years

 

Expected volatility(2)

 

76

%

 

55% - 59%

 

 

 

56

%

Risk-free interest rate(3)

4.17% - 4.29%

 

 

3.54% - 5.01%

 

 

3.78 - 4.25%

 

Expected dividend yield(4)

 

0.00

%

 

 

0.00

%

 

 

0.00

%
(1)
The expected life assumption is based on the Company's expectation for the period prior to exercise.
(2)
The expected volatility assumption is developed using leverage-adjusted historical volatilities for public peer companies, reflecting the expected life of the awards.
(3)
The risk-free rate is based on the U.S. Treasury bootstrap adjusted yield curve at the valuation date, with terms matched to the expected life of the awards.
The expected dividend yield is 0.0% since the Company does not expect to pay dividends.
SARS [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Summary of Stock Option Activity

The following table shows a summary of all SARs:

 

 

Number of Shares

 

 

Weighted Average Exercise Price Per Share(1)

 

 

Weighted Average Remaining Contractual Term

 

 

Aggregate Intrinsic Value

 

Outstanding as of January 1, 2023

 

5,290,719

 

 

$

7.49

 

 

 

5.66

 

 

 

—

 

Granted

 

3,113,109

 

 

 

5.00

 

 

 

 

 

 

 

Forfeited (post-IPO conversion)

 

(108,678

)

 

 

5.73

 

 

 

 

 

 

 

Exercised

 

(802,482

)

 

 

4.31

 

 

 

 

 

 

 

Expired

 

(993,753

)

 

 

12.55

 

 

 

 

 

 

 

Outstanding as of December 31, 2023

 

6,498,915

 

 

$

5.94

 

 

 

6.88

 

 

$

13,853,270

 

Exercisable as of December 31, 2023

 

4,426,827

 

 

 

5.62

 

 

 

5.88

 

 

 

10,664,618

 

Vested and expected to vest as of December 31, 2023

 

6,498,915

 

 

$

5.94

 

 

 

6.88

 

 

$

13,853,270

 

Granted

 

—

 

 

 

—

 

 

 

 

 

 

 

Forfeited (post-IPO conversion)

 

(64,401

)

 

 

5.00

 

 

 

 

 

 

 

Exercised

 

(594,810

)

 

 

4.73

 

 

 

 

 

 

 

Expired

 

—

 

 

 

—

 

 

 

 

 

 

 

Outstanding as of December 29, 2024

 

5,839,704

 

 

$

5.64

 

 

 

6.19

 

 

$

13,673,022

 

Exercisable as of December 29, 2024

 

5,055,334

 

 

 

5.74

 

 

 

5.90

 

 

 

11,641,504

 

Vested and expected to vest as of December 29, 2024

 

5,839,704

 

 

$

5.64

 

 

 

6.19

 

 

$

13,673,022

 
Restricted Stock [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Summary Of All Restricted Stock Awards

The following table shows a summary of all restricted stock awards (previously granted as Growth Shares) granted:

 

 

Number of Shares

 

 

Weighted Average Grant Date Fair Value

 

Nonvested as of January 1, 2023

 

130,288

 

 

$

13.28

 

Vested and not yet released as of January 1, 2023

 

16,286

 

 

 

5.19

 

Outstanding as of January 1, 2023

 

146,574

 

 

$

12.38

 

Granted

 

—

 

 

 

—

 

Vested

 

(130,288

)

 

 

13.28

 

Forfeited

 

—

 

 

 

—

 

Nonvested as of December 31, 2023

 

—

 

 

$

—

 

Vested and not yet released as of December 31, 2023

 

—

 

 

 

—

 

Outstanding as of December 31, 2023

 

—

 

 

$

—

 

Granted

 

—

 

 

 

—

 

Vested

 

—

 

 

 

—

 

Forfeited

 

—

 

 

 

—

 

Nonvested as of December 29, 2024

 

—

 

 

$

—

 

Vested and not yet released as of December 29, 2024

 

—

 

 

 

—

 

Outstanding as of December 29, 2024

 

—

 

 

$

—

 
Restricted Stock Units (RSUs) [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Summary Of All RSUs Granted

The following table shows a summary of all RSUs and PSUs granted under the 2021 Plan:

 

 

Number of Shares

 

 

Weighted Average Grant Date Fair Value(1)

 

Nonvested as of January 1, 2023

 

2,183,173

 

 

$

8.44

 

Vested and not yet released as of January 1, 2023

 

815,692

 

 

 

4.76

 

Outstanding as of January 1, 2023

 

2,998,865

 

 

$

7.44

 

Granted

 

1,023,030

 

 

 

6.50

 

Vested

 

(1,437,153

)

 

 

7.29

 

Forfeited

 

—

 

 

 

—

 

Nonvested as of December 31, 2023

 

1,769,050

 

 

$

8.57

 

Vested and not yet released as of December 31, 2023

 

558,334

 

 

 

4.72

 

Outstanding as of December 31, 2023

 

2,327,384

 

 

$

8.57

 

Granted

 

1,535,074

 

 

 

6.08

 

Vested

 

(1,568,868

)

 

 

7.51

 

Forfeited

 

(45,877

)

 

 

6.24

 

Nonvested as of December 29, 2024

 

1,689,379

 

 

$

7.36

 

Vested and not yet released as of December 29, 2024

 

150,000

 

 

 

4.03

 

Outstanding as of December 29, 2024

 

1,839,379

 

 

$

7.36

 
(1)
The amount of share-based compensation for the RSUs and PSUs is based on the fair value of our Class A common stock at the grant date.
v3.25.1
Loss Per Share and Shareholders' Equity (Deficit) (Tables)
 12 Months Ended
Dec. 29, 2024
Stockholders' Equity Note [Abstract]  
Schedule of Reconciliation of the Loss and Number of Shares Basic and Diluted Loss Per Shares

The table below illustrates the reconciliation of the loss and the number of shares used in the calculations of basic and diluted loss per share:

 

 

 

For the Fiscal Year Ended

 

(in thousands except share and per share amounts)

 

December 29, 2024

 

 

December 31, 2023
(As Revised)

 

 

January 1, 2023
(As Revised)

 

Net loss attributable to Soho House & Co Inc.

 

$

(162,968

)

 

$

(130,543

)

 

$

(224,157

)

Net loss attributable to Class A and Class B common stockholders

 

 

(162,968

)

 

 

(130,543

)

 

 

(224,157

)

Weighted average shares outstanding for basic and diluted loss per share for Class A and Class B common stockholders

 

 

195,160,322

 

 

 

195,589,859

 

 

 

199,985,264

 

Basic and diluted loss per share

 

$

(0.84

)

 

$

(0.67

)

 

$

(1.12

)
v3.25.1
Income Taxes (Tables)
 12 Months Ended
Dec. 29, 2024
Income Tax Disclosure [Abstract]  
Schedule of Components of Loss Before Income Taxes

Below are the components of loss before income taxes for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023 under the following tax jurisdictions:

 

 

For the Fiscal Year Ended

 

(in thousands)

December 29, 2024

 

 

December 31, 2023
(As Revised)

 

 

January 1, 2023
(As Revised)

 

Domestic

$

(35,503

)

 

$

(78,045

)

 

$

(3,191

)

Foreign

 

(114,747

)

 

 

(40,822

)

 

 

(215,035

)

 

$

(150,250

)

 

$

(118,867

)

 

$

(218,226

)
Schedule of Provision For Income Taxes

The provision for income taxes is as follows:

 

 

For the Fiscal Year Ended

 

(in thousands)

December 29, 2024

 

 

December 31, 2023

 

 

January 1, 2023

 

Current tax expense

 

 

 

 

 

 

 

 

Domestic

$

13,987

 

 

$

(59

)

 

$

2,240

 

Foreign

 

3,158

 

 

 

11,477

 

 

 

2,654

 

Total current

 

17,145

 

 

 

11,418

 

 

 

4,894

 

Deferred tax expense (benefit)

 

 

 

 

 

 

 

 

Domestic

 

(225

)

 

 

(690

)

 

 

690

 

Foreign

 

(3,602

)

 

 

83

 

 

 

(453

)

Total deferred

 

(3,827

)

 

 

(607

)

 

 

237

 

Total income tax expense (benefit)

$

13,318

 

 

$

10,811

 

 

$

5,131

 

 

 

 

 

 

 

 

 

 

Effective income tax rate

 

(9

%)

 

 

(9

%)

 

 

(2

%)

 
Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of the US statutory income tax rate to the consolidated effective income tax rate is as follows:

 

 

For the Fiscal Year Ended

 

 

December 29, 2024

 

 

December 31, 2023
(As Revised)

 

 

January 1, 2023
(As Revised)

 

Benefit at US statutory income tax rate

 

21

%

 

 

21

%

 

 

21

%

Permanent differences

 

(2

%)

 

 

(3

%)

 

 

(2

%)

Change in unrecognized tax benefits

 

(8

%)

 

 

(22

%)

 

 

0

%

Movement in valuation allowances

 

(18

%)

 

 

(5

%)

 

 

(9

%)

Differences in tax rates in other jurisdictions

 

2

%

 

 

3

%

 

 

(1

%)

Non deductible expenses

 

(1

%)

 

 

(3

%)

 

 

0

%

True up

 

(1

%)

 

 

1

%

 

 

0

%

Loss of tax attributes

 

0

%

 

 

0

%

 

 

(13

%)

State and local

 

(2

%)

 

 

(1

%)

 

 

0

%

Other

 

0

%

 

 

0

%

 

 

2

%

Effective income tax rate

 

(9

%)

 

 

(9

%)

 

 

(2

%)
Schedule of Deferred Tax Assets and Liabilities

Deferred tax assets and liabilities consist of the following:

 

 

As of

 

(in thousands)

December 29, 2024

 

 

December 31, 2023

 

Deferred tax assets

 

 

 

 

 

Property and equipment, net

$

36,673

 

 

$

35,077

 

Other short term differences

 

29,335

 

 

 

31,059

 

Lease liability

 

337,562

 

 

 

329,162

 

Interest limitation carryforward

 

90,944

 

 

 

55,223

 

Tax losses

 

125,059

 

 

 

104,214

 

Total gross deferred tax assets

 

619,573

 

 

 

554,735

 

Valuation allowance

 

(235,255

)

 

 

(187,743

)

Total deferred tax assets

$

384,318

 

 

$

366,992

 

Deferred tax liabilities

 

 

 

 

 

Property and equipment, net

$

(24,302

)

 

$

(29,136

)

Intangible assets

 

(13,745

)

 

 

(13,735

)

Right of use asset

 

(342,116

)

 

 

(323,744

)

Other

 

(1,135

)

 

 

(1,147

)

Total gross deferred tax liabilities

 

(381,298

)

 

 

(367,762

)

Total net deferred tax asset (liabilities)

$

3,020

 

 

$

(770

)

 

Total net deferred taxes are classified as follows:

 

 

As of

 

(in thousands)

December 29, 2024

 

 

December 31, 2023

 

Non-current deferred tax assets

$

5,306

 

 

$

740

 

Non-current deferred tax liabilities

 

(2,286

)

 

 

(1,510

)

 

$

3,020

 

 

$

(770

)
Schedule of Reconciliation of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

 

(in thousands)

December 29, 2024

 

 

December 31, 2023

 

 

January 1, 2023

 

Balance at beginning of year

$

46,889

 

 

$

15,841

 

 

$

15,129

 

Additions related to the current year

 

19,288

 

 

 

11,917

 

 

 

5,359

 

Additions related to the prior years

 

30,600

 

 

 

17,899

 

 

 

—

 

Reductions related to prior year positions

 

(3,818

)

 

 

(95

)

 

 

—

 

Reductions due to expiry of statute of limitations

 

(5,126

)

 

 

(176

)

 

 

(3,014

)

Change in tax rate

 

—

 

 

 

—

 

 

 

—

 

Foreign exchange

 

(765

)

 

 

1,503

 

 

 

(1,633

)

Balance at end of year

$

87,068

 

 

$

46,889

 

 

$

15,841

 
v3.25.1
Segments (Tables)
 12 Months Ended
Dec. 29, 2024
Segment Reporting [Abstract]  
Summary of reconciliation of reportable segment adjusted EBITDA to total consolidated segment revenue

The following tables present disaggregated revenue for the fiscal years ended December 29, 2024, December 31, 2023, and January 1, 2023 and the key financial metrics reviewed by the CODM for the Company’s reportable segments:

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Fiscal Year Ended December 29, 2024

 

(in thousands)

 

The
Americas

 

 

UK

 

 

Europe &
RoW

 

 

Reportable
Segment
Total

 

 

All
Other

 

 

Total

 

Membership Revenues

 

$

206,340

 

 

$

122,432

 

 

$

53,064

 

 

$

381,836

 

 

$

49,884

 

 

$

431,720

 

In-House Revenues

 

 

206,408

 

 

 

182,949

 

 

 

118,022

 

 

 

507,379

 

 

 

-

 

 

 

507,379

 

Other Revenues

 

 

75,439

 

 

 

70,657

 

 

 

60,645

 

 

 

206,741

 

 

 

111,091

 

 

 

317,832

 

Elimination of equity accounted revenue

 

 

(14,742

)

 

 

(7,842

)

 

 

(30,533

)

 

 

(53,117

)

 

 

-

 

 

 

(53,117

)

Total consolidated segment revenue

 

 

473,445

 

 

 

368,196

 

 

 

201,198

 

 

 

1,042,839

 

 

 

160,975

 

 

 

1,203,814

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In House Operating Expenses

 

 

(281,028

)

 

 

(220,057

)

 

 

(134,797

)

 

 

(635,882

)

 

 

(2,460

)

 

 

(638,342

)

Other Operating Expenses

 

 

(52,573

)

 

 

(39,557

)

 

 

(46,122

)

 

 

(138,252

)

 

 

(138,069

)

 

 

(276,321

)

Total segment operating expenses

 

 

(333,601

)

 

 

(259,614

)

 

 

(180,919

)

 

 

(774,134

)

 

 

(140,529

)

 

 

(914,663

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other segment items(2)

 

 

(63,238

)

 

 

12,753

 

 

 

(18,321

)

 

 

(68,806

)

 

 

(32,813

)

 

 

(101,619

)

Share of equity method investments EBITDA

 

 

3,949

 

 

 

1,148

 

 

 

5,616

 

 

 

10,713

 

 

 

—

 

 

 

10,713

 

Reportable segments EBITDA

 

 

80,555

 

 

 

122,483

 

 

 

7,574

 

 

 

210,612

 

 

 

(12,367

)

 

 

198,245

 

Unallocated corporate overhead

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(46,235

)

Consolidated Segmental EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

152,010

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(101,521

)

Interest expense, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(83,531

)

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(13,318

)

Gain (loss) on sale of property and other, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,768

)

Share of income of equity method investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,090

 

Foreign exchange

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(22,708

)

Pre-opening expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(15,626

)

Non-cash rent(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,690

)

Deferred registration fees, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,873

 

Share of equity method investments EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(10,713

)

Share-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(16,023

)

Loss on impairment of long lived assets and intangible assets(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(32,345

)

Loss on impairment of Goodwill(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,204

)

Other expenses, net(5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(12,094

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(163,568

)
(1)
Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies – Basis of Presentation.
(2)
Other segment items mainly relate to depreciation and amortization, interest expense, net and other, net.
(3)
Following the Company's impairment review, the Company recognized $14 million of impairment losses on long-lived assets (comprised of $11 million in respect of Operating lease assets and $3 million of Property and equipment, net), of which $14 million is in respect of Soho Works North America and $1 million related to a UK restaurant site. Further, the Company recognized $18 million of impairment losses on intangible assets related to the termination of two hotel management contracts and impairment on four LINE and Saguaro hotel management contracts.
(4)
The Company recognized impairment losses of $6 million on goodwill related to the LINE and Saguaro and Soho Roc House reporting units
(5)
Other expenses, net include a $2 million expense related to professional service fees associated with the Company's shareholder activism response, a $2 million expense related to third party advisory expenses incurred by the Company's independent special committee in request of the evaluation of certain strategic transactions and a $7 million expense incurred with respect to a strategic reorganization program of the Company's operations and support teams.

 

 

 

For the Fiscal Year Ended December 31, 2023 (As Revised)

 

(in thousands)

 

The
Americas

 

 

UK

 

 

Europe &
RoW

 

 

Reportable
Segment
Total

 

 

All
Other

 

 

Total

 

Membership Revenues

 

$

177,267

 

 

$

104,396

 

 

$

45,648

 

 

$

327,311

 

 

$

42,023

 

 

$

369,334

 

In-House Revenues

 

 

203,172

 

 

 

182,363

 

 

 

122,359

 

 

 

507,894

 

 

 

-

 

 

 

507,894

 

Other Revenues

 

 

76,066

 

 

 

70,497

 

 

 

43,982

 

 

 

190,545

 

 

 

109,187

 

 

 

299,732

 

Elimination of equity accounted revenue

 

 

(15,411

)

 

 

(7,686

)

 

 

(28,729

)

 

 

(51,826

)

 

 

-

 

 

 

(51,826

)

Total consolidated segment revenue

 

 

441,094

 

 

 

349,570

 

 

 

183,260

 

 

 

973,924

 

 

 

151,210

 

 

 

1,125,134

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In House Operating Expenses

 

$

(263,488

)

 

$

(196,126

)

 

$

(131,084

)

 

$

(590,698

)

 

$

(1,777

)

 

 

(592,475

)

Other Operating Expenses

 

$

(56,827

)

 

$

(40,925

)

 

$

(29,262

)

 

$

(127,014

)

 

$

(129,883

)

 

 

(256,897

)

Total segment operating expenses

 

 

(320,315

)

 

 

(237,051

)

 

 

(160,346

)

 

 

(717,712

)

 

 

(131,660

)

 

 

(849,372

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other segment items(4)

 

 

(50,338

)

 

 

4,420

 

 

 

(16,808

)

 

 

(62,726

)

 

 

(36,980

)

 

 

(99,706

)

Share of equity method investments EBITDA

 

 

3,036

 

 

 

1,239

 

 

 

5,044

 

 

 

9,319

 

 

 

-

 

 

 

9,319

 

Reportable segments EBITDA

 

 

73,477

 

 

 

118,178

 

 

 

11,150

 

 

 

202,805

 

 

 

(17,430

)

 

 

185,375

 

Unallocated corporate overhead

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(43,946

)

Consolidated Segmental EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

141,429

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(111,281

)

Interest expense, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(84,136

)

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(10,811

)

Gain on sale of property and other, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,038

)

Share of loss of equity method investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,900

 

Foreign exchange

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

36,196

 

Pre-opening expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(18,679

)

Non-cash rent (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,785

)

Deferred registration fees, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,855

 

Share of equity method investments EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,319

)

Share-based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(20,230

)

Loss on impairment(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(47,772

)

Other expenses, net(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,007

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(129,678

)
(1)
Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies - Basis of Presentation.
(2)
During Fiscal 2023, the Company recognized $48 million of impairment losses on long-lived assets (comprised of $32 million in respect of Operating lease assets and $16 million of Property and equipment, net), of which $39 million is in respect of Soho Works North America.
(3)
In November 2023, the Company entered into a 10-year licensing agreement with a third party to manufacture and distribute the Company’s Cowshed brand, commencing January 1, 2024. This agreement has restricted the Company’s ability to sell certain inventories it acquired prior to entering into the agreement. As such, the Company has provided in full for the $5 million of inventory it is unable to recover as a result of the entering into the agreement. This is presented within other, net in the consolidated statement of operations for Fiscal 2023.
(4)
Other segment items mainly relate to depreciation and amortization, interest expense, net and other, net.

 

 

 

For the Fiscal Year Ended January 1, 2023 (As Revised)

 

(in thousands)

 

The
Americas

 

 

UK

 

 

Europe &
RoW

 

 

Reportable
Segment
Total

 

 

All
Other

 

 

Total

 

Membership Revenues

 

$

139,636

 

 

$

76,603

 

 

$

31,485

 

 

$

247,724

 

 

$

35,955

 

 

$

283,679

 

In-House Revenues

 

 

193,983

 

 

 

166,016

 

 

 

88,240

 

 

 

448,239

 

 

 

-

 

 

 

448,239

 

Other Revenues

 

 

70,689

 

 

 

65,010

 

 

 

38,408

 

 

 

174,107

 

 

 

115,252

 

 

 

289,359

 

Elimination of equity accounted revenue

 

 

(14,919

)

 

 

(7,700

)

 

 

(22,655

)

 

 

(45,274

)

 

 

-

 

 

 

(45,274

)

Total consolidated segment revenue

 

 

389,389

 

 

 

299,929

 

 

 

135,478

 

 

 

824,796

 

 

 

151,207

 

 

 

976,003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In House Operating Expenses

 

$

(243,216

)

 

$

(185,566

)

 

$

(99,160

)

 

$

(527,942

)

 

$

(2,787

)

 

 

(530,729

)

Other Operating Expenses

 

$

(50,893

)

 

$

(38,233

)

 

$

(24,183

)

 

$

(113,309

)

 

$

(138,592

)

 

 

(251,901

)

Total segment operating expenses

 

 

(294,109

)

 

 

(223,799

)

 

 

(123,343

)

 

 

(641,251

)

 

 

(141,379

)

 

 

(782,630

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other segment items(2)

 

 

(27,531

)

 

 

(15,468

)

 

 

(4,631

)

 

 

(47,630

)

 

 

(23,563

)

 

 

(71,193

)

Share of equity method investments EBITDA

 

 

2,610

 

 

 

1,142

 

 

 

3,825

 

 

 

7,577

 

 

 

-

 

 

 

7,577

 

Reportable segments EBITDA

 

 

70,359

 

 

 

61,804

 

 

 

11,329

 

 

 

143,492

 

 

 

(13,735

)

 

 

129,757

 

Unallocated corporate overhead

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(43,522

)

Consolidated Segmental EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

86,235

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(99,915

)

Interest expense, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(71,518

)

Income tax benefit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,131

)

Gain on sale of property and other, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

390

 

Share of loss of equity method investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,941

 

Foreign exchange (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(69,600

)

Pre-opening expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(14,078

)

Non-cash rent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,877

)

Deferred registration fees, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(924

)

Share of equity method investments EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,577

)

Share-based compensation expense(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(22,675

)

Other expenses, net(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(14,628

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(223,357

)

(1) Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies – Basis of Presentation.

(2) Other segment items mainly relate to depreciation and amortization, interest expense, net and other, net.
Summary of long-lived asset information by geographic area

The following table presents long-lived asset information (which includes property and equipment, net, operating lease right-of-use assets and equity method investments) by geographic area as of December 29, 2024 and December 31, 2023. Asset information by segment is not reported internally or otherwise regularly reviewed by the CODM. Further, Management concluded that it was impractical to report revenues from external customers attributed to the Company's country of domicile and all material foreign countries.

 

 

 

As of

 

(in thousands)

 

December 29, 2024

 

 

December 31, 2023
(As Revised)

 

Long-lived assets by geography

 

 

 

 

 

 

The Americas

 

$

868,883

 

 

$

873,547

 

United Kingdom

 

 

548,996

 

 

 

556,628

 

Europe

 

 

294,394

 

 

 

317,502

 

Asia

 

 

35,024

 

 

 

47,694

 

Total long-lived assets

 

$

1,747,297

 

 

$

1,795,371

 
v3.25.1
Related Party Transactions (Tables)
 12 Months Ended
Dec. 29, 2024
Related Party Transactions [Abstract]  
Summary of details amounts owed by (to) equity method investees due within one year are as follows

The amounts owed by (to) equity method investees due within one year are as follows:

 

 

 

As of

 

(in thousands)

 

December 29, 2024

 

 

December 31, 2023

 

Soho House Toronto Partnership

 

$

745

 

 

$

608

 

Raycliff Red LLP

 

 

(6,957

)

 

 

(5,669

)

Mirador Barcel S.L.

 

 

(1,081

)

 

 

(784

)

Little Beach House Barcelona S.L.

 

 

(355

)

 

 

(406

)

Mimea XXI S.L.

 

 

961

 

 

 

715

 

Soho Beach House Canouan Limited

 

 

673

 

 

 

-

 

StoreBerlin Limited*

 

 

1,470

 

 

 

1,310

 

 

$

(4,544

)

 

$

(4,226

)

 

*The Company owns 50% of Store Berlin and suspended application of the equity method of accounting for Store Berlin as of January 2, 2022, due to the £1 investment balance and given SHCO is not obligated to provide for Store Berlin’s losses, has not guaranteed its obligations, nor otherwise committed to provide financial support. Whilst StoreBerlin has suspended equity method of accounting, the entity continues to have a balance owed by the JV.

v3.25.1
Revision of Prior Period Financial Statements (Tables)
 12 Months Ended
Dec. 29, 2024
Disclosure Text Block [Abstract]  
Condensed Balance Sheet [Table Text Block]

Consolidated Balance Sheets

 

 

December 31, 2023

 

 

January 1, 2023

 

(in thousands, except for par value and share data)

As Previously Reported

 

 

Adjustment

 

 

As Revised

 

 

As Previously Reported

 

 

Adjustment

 

 

As Revised

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

161,656

 

 

$

(2,501

)

 

$

159,155

 

 

$

182,115

 

 

$

(1,435

)

 

$

180,680

 

Restricted cash

 

1,951

 

 

 

-

 

 

 

1,951

 

 

 

7,928

 

 

 

-

 

 

 

7,928

 

Accounts receivable, net

 

58,158

 

 

 

(69

)

 

 

58,089

 

 

 

42,215

 

 

 

171

 

 

 

42,386

 

Inventories

 

60,768

 

 

 

(3,172

)

 

 

57,596

 

 

 

57,848

 

 

 

(1,418

)

 

 

56,430

 

Prepaid expenses and other current assets

 

112,512

 

 

 

(563

)

 

 

111,949

 

 

 

91,101

 

 

 

104

 

 

 

91,205

 

Total current assets

 

395,045

 

 

 

(6,305

)

 

 

388,740

 

 

 

381,207

 

 

 

(2,578

)

 

 

378,629

 

Property and equipment, net

 

627,035

 

 

 

(5,647

)

 

 

621,388

 

 

 

647,001

 

 

 

(1,342

)

 

 

645,659

 

Operating lease assets

 

1,150,165

 

 

 

2,123

 

 

 

1,152,288

 

 

 

1,085,579

 

 

 

-

 

 

 

1,085,579

 

Goodwill

 

206,285

 

 

 

-

 

 

 

206,285

 

 

 

199,646

 

 

 

-

 

 

 

199,646

 

Other intangible assets, net

 

127,240

 

 

 

-

 

 

 

127,240

 

 

 

125,968

 

 

 

-

 

 

 

125,968

 

Equity method investments

 

21,695

 

 

 

-

 

 

 

21,695

 

 

 

21,629

 

 

 

-

 

 

 

21,629

 

Deferred tax assets

 

740

 

 

 

-

 

 

 

740

 

 

 

295

 

 

 

-

 

 

 

295

 

Other non-current assets

 

9,597

 

 

 

(114

)

 

 

9,483

 

 

 

6,571

 

 

 

(113

)

 

 

6,458

 

Total non-current assets

 

2,142,757

 

 

 

(3,638

)

 

 

2,139,119

 

 

 

2,086,689

 

 

 

(1,455

)

 

 

2,085,234

 

Total assets

$

2,537,802

 

 

$

(9,943

)

 

$

2,527,859

 

 

$

2,467,896

 

 

$

(4,033

)

 

$

2,463,863

 

Liabilities, Redeemable Shares and Shareholders' Equity (Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

$

70,316

 

 

$

-

 

 

$

70,316

 

 

$

80,741

 

 

$

-

 

 

$

80,741

 

Accrued liabilities

 

84,815

 

 

 

1,499

 

 

 

86,314

 

 

 

84,112

 

 

 

1,603

 

 

 

85,715

 

Current portion of deferred revenue

 

117,129

 

 

 

(3,374

)

 

 

113,755

 

 

 

91,611

 

 

 

(3,283

)

 

 

88,328

 

Indirect and employee taxes payable

 

38,169

 

 

 

1,990

 

 

 

40,159

 

 

 

38,088

 

 

 

1,155

 

 

 

39,243

 

Current portion of debt, net of debt issuance costs

 

29,290

 

 

 

-

 

 

 

29,290

 

 

 

1,005

 

 

 

-

 

 

 

1,005

 

Current portion of related party loans

 

-

 

 

 

-

 

 

 

-

 

 

 

24,612

 

 

 

-

 

 

 

24,612

 

Current portion of operating lease liabilities - sites trading less than one year

 

1,721

 

 

 

-

 

 

 

1,721

 

 

 

4,176

 

 

 

-

 

 

 

4,176

 

Current portion of operating lease liabilities - sites trading more than one year

 

49,436

 

 

 

-

 

 

 

49,436

 

 

 

35,436

 

 

 

-

 

 

 

35,436

 

Other current liabilities

 

33,633

 

 

 

2,198

 

 

 

35,831

 

 

 

36,019

 

 

 

(1

)

 

 

36,018

 

Total current liabilities

 

424,509

 

 

 

2,313

 

 

 

426,822

 

 

 

395,800

 

 

 

(526

)

 

 

395,274

 

Debt, net of current portion and debt issuance costs

 

635,576

 

 

 

-

 

 

 

635,576

 

 

 

579,904

 

 

 

-

 

 

 

579,904

 

Property mortgage loans, net of debt issuance costs

 

137,099

 

 

 

-

 

 

 

137,099

 

 

 

116,187

 

 

 

-

 

 

 

116,187

 

Operating lease liabilities, net of current portion - sites trading less than one year

 

68,762

 

 

 

-

 

 

 

68,762

 

 

 

227,158

 

 

 

-

 

 

 

227,158

 

Operating lease liabilities, net of current portion - sites trading more than one year

 

1,234,140

 

 

 

-

 

 

 

1,234,140

 

 

 

982,306

 

 

 

-

 

 

 

982,306

 

Finance lease liabilities, net of current portion

 

78,481

 

 

 

-

 

 

 

78,481

 

 

 

76,638

 

 

 

-

 

 

 

76,638

 

Financing obligation, net of current portion

 

76,624

 

 

 

-

 

 

 

76,624

 

 

 

76,239

 

 

 

-

 

 

 

76,239

 

Deferred revenue, net of current portion

 

25,787

 

 

 

4,270

 

 

 

30,057

 

 

 

27,118

 

 

 

-

 

 

 

27,118

 

Deferred tax liabilities

 

1,510

 

 

 

-

 

 

 

1,510

 

 

 

1,666

 

 

 

-

 

 

 

1,666

 

Other non-current liabilities

 

5,941

 

 

 

-

 

 

 

5,941

 

 

 

256

 

 

 

-

 

 

 

256

 

Total non-current liabilities

 

2,263,920

 

 

 

4,270

 

 

 

2,268,190

 

 

 

2,087,472

 

 

 

-

 

 

 

2,087,472

 

Total liabilities

 

2,688,429

 

 

 

6,583

 

 

 

2,695,012

 

 

 

2,483,272

 

 

 

(526

)

 

 

2,482,746

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A common stock

 

2,057

 

 

 

-

 

 

 

2,057

 

 

 

2,037

 

 

 

-

 

 

 

2,037

 

Additional paid-in capital

 

1,231,941

 

 

 

-

 

 

 

1,231,941

 

 

 

1,213,086

 

 

 

-

 

 

 

1,213,086

 

Accumulated deficit

 

(1,360,365

)

 

 

(16,167

)

 

 

(1,376,532

)

 

 

(1,242,412

)

 

 

(3,577

)

 

 

(1,245,989

)

Accumulated other comprehensive loss

 

30,000

 

 

 

(359

)

 

 

29,641

 

 

 

54,853

 

 

 

70

 

 

 

54,923

 

Treasury stock

 

(62,000

)

 

 

-

 

 

 

(62,000

)

 

 

(50,000

)

 

 

-

 

 

 

(50,000

)

Total shareholders’ deficit attributable to Soho House & Co Inc.

 

(158,367

)

 

 

(16,526

)

 

 

(174,893

)

 

 

(22,436

)

 

 

(3,507

)

 

 

(25,943

)

Noncontrolling interest

 

7,740

 

 

 

-

 

 

 

7,740

 

 

 

7,060

 

 

 

-

 

 

 

7,060

 

Total shareholders’ deficit

 

(150,627

)

 

 

(16,526

)

 

 

(167,153

)

 

 

(15,376

)

 

 

(3,507

)

 

 

(18,883

)

Total liabilities and shareholders’ deficit

$

2,537,802

 

 

$

(9,943

)

 

$

2,527,859

 

 

$

2,467,896

 

 

$

(4,033

)

 

$

2,463,863

 

 
Consolidated Statements of Operations (Prior Periods)

Consolidated Statements of Operations

 

For the fiscal year ended December 31, 2023

 

 

For the fiscal year ended January 1, 2023

 

 

As Previously Reported

 

 

Adjustment

 

 

As Revised

 

 

As Previously Reported

 

 

Adjustment

 

 

As Revised

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Membership revenues

$

361,487

 

 

$

(4,882

)

 

$

356,605

 

 

$

272,809

 

 

$

-

 

 

$

272,809

 

In-House revenues

 

482,066

 

 

 

89

 

 

 

482,155

 

 

 

426,602

 

 

 

607

 

 

 

427,209

 

Other revenues

 

292,326

 

 

 

(5,952

)

 

 

286,374

 

 

 

272,803

 

 

 

3,182

 

 

 

275,985

 

Total revenues

 

1,135,879

 

 

 

(10,745

)

 

 

1,125,134

 

 

 

972,214

 

 

 

3,789

 

 

 

976,003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In-House operating expenses

 

(589,357

)

 

 

(3,118

)

 

 

(592,475

)

 

 

(524,929

)

 

 

(5,800

)

 

 

(530,729

)

Other operating expenses

 

(258,483

)

 

 

1,586

 

 

 

(256,897

)

 

 

(250,336

)

 

 

(1,565

)

 

 

(251,901

)

General and administrative

 

(143,583

)

 

 

-

 

 

 

(143,583

)

 

 

(123,435

)

 

 

-

 

 

 

(123,435

)

Pre-opening expenses

 

(18,604

)

 

 

(75

)

 

 

(18,679

)

 

 

(14,081

)

 

 

3

 

 

 

(14,078

)

Depreciation and amortization

 

(111,403

)

 

 

122

 

 

 

(111,281

)

 

 

(99,930

)

 

 

15

 

 

 

(99,915

)

Share-based compensation

 

(20,230

)

 

 

-

 

 

 

(20,230

)

 

 

(27,681

)

 

 

-

 

 

 

(27,681

)

Foreign exchange (loss) gain, net

 

36,196

 

 

 

-

 

 

 

36,196

 

 

 

(69,600

)

 

 

-

 

 

 

(69,600

)

Loss on impairment of long-lived assets

 

(47,455

)

 

 

(317

)

 

 

(47,772

)

 

 

-

 

 

 

-

 

 

 

-

 

Other, net

 

(5,963

)

 

 

(43

)

 

 

(6,006

)

 

 

(9,703

)

 

 

-

 

 

 

(9,703

)

Total operating expenses

 

(1,158,882

)

 

 

(1,845

)

 

 

(1,160,727

)

 

 

(1,119,695

)

 

 

(7,347

)

 

 

(1,127,042

)

Operating income (loss)

 

(23,003

)

 

 

(12,590

)

 

 

(35,593

)

 

 

(147,481

)

 

 

(3,558

)

 

 

(151,039

)

Other (expense) income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(84,136

)

 

 

-

 

 

 

(84,136

)

 

 

(71,499

)

 

 

(19

)

 

 

(71,518

)

Gain (loss) on sale of property and other, net

 

(1,038

)

 

 

-

 

 

 

(1,038

)

 

 

390

 

 

 

-

 

 

 

390

 

Share of profit (loss) of equity method investments

 

1,900

 

 

 

-

 

 

 

1,900

 

 

 

3,941

 

 

 

-

 

 

 

3,941

 

Total other expense, net

 

(83,274

)

 

 

-

 

 

 

(83,274

)

 

 

(67,168

)

 

 

(19

)

 

 

(67,187

)

Loss before income taxes

 

(106,277

)

 

 

(12,590

)

 

 

(118,867

)

 

 

(214,649

)

 

 

(3,577

)

 

 

(218,226

)

Income tax (expense) benefit

 

(10,811

)

 

 

-

 

 

 

(10,811

)

 

 

(5,131

)

 

 

-

 

 

 

(5,131

)

Net loss

 

(117,088

)

 

 

(12,590

)

 

 

(129,678

)

 

 

(219,780

)

 

 

(3,577

)

 

 

(223,357

)

Net loss (income) attributable to noncontrolling interest

 

(865

)

 

 

-

 

 

 

(865

)

 

 

(800

)

 

 

-

 

 

 

(800

)

Net loss attributable to Soho House & Co Inc.

$

(117,953

)

 

$

(12,590

)

 

$

(130,543

)

 

$

(220,580

)

 

$

(3,577

)

 

$

(224,157

)

Net loss per share attributable to Class A and B common stock shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Basic and diluted

$

(0.60

)

 

$

(0.07

)

 

$

(0.67

)

 

$

(1.10

)

 

$

(0.02

)

 

$

(1.12

)

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Basic and diluted

 

195,590

 

 

 

-

 

 

 

195,590

 

 

 

199,985

 

 

 

-

 

 

 

199,985

 
Consolidated Statement of Comprehensive Loss (Prior Periods)

Consolidated Statements of Comprehensive Loss

 

For the fiscal year ended December 31, 2023

 

 

For the fiscal year ended January 1, 2023

 

 

As Previously Reported

 

 

Adjustment

 

 

As Revised

 

 

As Previously Reported

 

 

Adjustment

 

 

As Revised

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(117,088

)

 

$

(12,590

)

 

$

(129,678

)

 

$

(219,780

)

 

$

(3,577

)

 

$

(223,357

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

(24,648

)

 

 

(429

)

 

 

(25,077

)

 

 

47,480

 

 

 

70

 

 

 

47,550

 

Comprehensive loss

 

(141,736

)

 

 

(13,019

)

 

 

(154,755

)

 

 

(172,300

)

 

 

(3,507

)

 

 

(175,807

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss attributable to noncontrolling interest

 

(865

)

 

 

-

 

 

 

(865

)

 

 

(800

)

 

 

-

 

 

 

(800

)

Foreign currency translation adjustment attributable to noncontrolling interest

 

(205

)

 

 

-

 

 

 

(205

)

 

 

476

 

 

 

-

 

 

 

476

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive loss attributable to Soho House & Co Inc.

$

(142,806

)

 

$

(13,019

)

 

$

(155,825

)

 

$

(172,624

)

 

$

(3,507

)

 

$

(176,131

)
Consolidated Statements of Shareholders' Deficit Loss

Consolidated Statements of Shareholders' (Deficit) Equity

 

 

As Previously Reported

 

Adjustment

 

As Revised

 (in thousands except for share data)

Accumulated Deficit

Accumulated Other Comprehensive Income (Loss)

Total Shareholders' Deficit Attributable to Soho House & Co Inc.

Noncontrolling Interest

Total Shareholders' (Deficit) Equity

 

Accumulated Deficit

Accumulated Other Comprehensive Income (Loss)

Total Shareholders' Deficit Attributable to Soho House & Co Inc.

Noncontrolling Interest

Total Shareholders' (Deficit) Equity

 

Accumulated Deficit

Accumulated Other Comprehensive Income (Loss)

Total Shareholders' Deficit Attributable to Soho House & Co Inc.

Noncontrolling Interest

Total Shareholders' (Deficit) Equity

 As of January 2, 2022

$(1,021,832)

$6,897

$176,134

$6,058

$182,192

 

$-

$-

$-

$-

$-

 

$(1,021,832)

$6,897

$176,134

$6,058

$182,192

Net loss

(220,580)

-

(220,580)

800

(219,780)

 

(3,577)

-

(3,577)

-

(3,577)

 

(224,157)

-

(224,157)

800

(223,357)

Distributions to noncontrolling interest

-

-

-

(1,206)

(1,206)

 

-

-

-

-

-

 

-

-

-

(1,206)

(1,206)

Purchase of noncontrolling interests in connection with the Soho Restaurants Acquisition

-

-

(1,884)

1,884

-

 

-

-

-

-

-

 

-

-

(1,884)

1,884

-

Shares repurchased

-

-

(50,000)

-

(50,000)

 

-

-

-

-

-

 

-

-

(50,000)

-

(50,000)

Share-based compensation, net of tax

-

-

26,207

-

26,207

 

-

-

-

-

-

 

-

-

26,207

-

26,207

Additional IPO costs

-

-

(269)

-

(269)

 

-

-

-

-

-

 

-

-

(269)

-

(269)

Net change in cumulative translation adjustment

-

47,956

47,956

(476)

47,480

 

-

70

70

-

70

 

-

48,026

48,026

(476)

47,550

 As of January 1, 2023

$(1,242,412)

$54,853

$(22,436)

$7,060

$(15,376)

 

$(3,577)

$70

$(3,507)

$-

$(3,507)

 

$(1,245,989)

$54,923

$(25,943)

$7,060

$(18,883)

Net loss

(117,953)

-

(117,953)

865

(117,088)

 

(12,590)

-

(12,590)

-

(12,590)

 

(130,543)

-

(130,543)

865

(129,678)

Distributions to noncontrolling interest

-

-

-

(390)

(390)

 

-

-

-

-

-

 

-

-

-

(390)

(390)

Shares repurchased

-

-

(12,000)

-

(12,000)

 

-

-

-

-

-

 

-

-

(12,000)

-

(12,000)

Non-cash share-based compensation

-

-

18,875

-

18,875

 

-

-

-

-

-

 

-

-

18,875

-

18,875

Net change in cumulative translation adjustment

-

(24,853)

(24,853)

205

(24,648)

 

-

(429)

(429)

-

(429)

 

-

(25,282)

(25,282)

205

(25,077)

 As of December 31, 2023

$(1,360,365)

$30,000

$(158,367)

$7,740

$(150,627)

 

$(16,167)

$(359)

$(16,526)

$-

$(16,526)

 

$(1,376,532)

$29,641

$(174,893)

$7,740

$(167,153)

 

 
Consolidated Statement of Cash Flows (Prior Periods)

Consolidated Statements of Cash Flows

 

 

For the fiscal year ended December 31, 2023

 

 

For the fiscal year ended January 1, 2023

 

 

As Previously Reported

 

 

Adjustment

 

 

As Revised

 

 

As Previously Reported

 

 

Adjustment

 

 

As Revised

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(117,088

)

 

$

(12,590

)

 

$

(129,678

)

 

$

(219,780

)

 

$

(3,577

)

 

$

(223,357

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

111,403

 

 

 

(122

)

 

 

111,281

 

 

 

99,930

 

 

 

(15

)

 

 

99,915

 

Non-cash share-based compensation, net of tax

 

18,875

 

 

 

-

 

 

 

18,875

 

 

 

26,207

 

 

 

-

 

 

 

26,207

 

Deferred tax expense (benefit)

 

(607

)

 

 

-

 

 

 

(607

)

 

 

237

 

 

 

-

 

 

 

237

 

(Gain) loss on disposal of property and other, net

 

1,038

 

 

 

-

 

 

 

1,038

 

 

 

(390

)

 

 

-

 

 

 

(390

)

Impairment relating to long-lived assets

 

47,455

 

 

 

317

 

 

 

47,772

 

 

 

-

 

 

 

-

 

 

 

-

 

Provision for write-down of inventories

 

6,827

 

 

 

-

 

 

 

6,827

 

 

 

-

 

 

 

-

 

 

 

-

 

Share of (profit) loss of equity method investments

 

(1,900

)

 

 

-

 

 

 

(1,900

)

 

 

(3,941

)

 

 

-

 

 

 

(3,941

)

Amortization of debt issuance costs

 

2,808

 

 

 

-

 

 

 

2,808

 

 

 

4,315

 

 

 

-

 

 

 

4,315

 

Loss on debt extinguishment

 

3,278

 

 

 

-

 

 

 

3,278

 

 

 

-

 

 

 

-

 

 

 

-

 

PIK interest

 

39,300

 

 

 

-

 

 

 

39,300

 

 

 

36,254

 

 

 

-

 

 

 

36,254

 

Distributions from equity method investees

 

368

 

 

 

-

 

 

 

368

 

 

 

3,281

 

 

 

-

 

 

 

3,281

 

Foreign exchange loss (gain), net

 

(36,196

)

 

 

-

 

 

 

(36,196

)

 

 

69,600

 

 

 

-

 

 

 

69,600

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

(14,228

)

 

 

421

 

 

 

(13,807

)

 

 

(24,109

)

 

 

(171

)

 

 

(24,280

)

Inventories

 

(9,747

)

 

 

4,282

 

 

 

(5,465

)

 

 

(31,029

)

 

 

1,418

 

 

 

(29,611

)

Operating leases, net

 

(2,194

)

 

 

279

 

 

 

(1,915

)

 

 

25,190

 

 

 

-

 

 

 

25,190

 

Other operating assets

 

(17,952

)

 

 

958

 

 

 

(16,994

)

 

 

(38,667

)

 

 

(104

)

 

 

(38,771

)

Deferred revenue

 

13,845

 

 

 

2,587

 

 

 

16,432

 

 

 

20,131

 

 

 

(2,852

)

 

 

17,279

 

Accounts payable and accrued and other liabilities

 

4,527

 

 

 

1,044

 

 

 

5,571

 

 

 

47,453

 

 

 

2,482

 

 

 

49,935

 

Net cash provided by operating activities

 

49,812

 

 

 

(2,824

)

 

 

46,988

 

 

 

14,682

 

 

 

(2,819

)

 

 

11,863

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

(67,763

)

 

 

1,822

 

 

 

(65,941

)

 

 

(73,729

)

 

 

1,384

 

 

 

(72,345

)

Proceeds from sale of assets

 

1,368

 

 

 

-

 

 

 

1,368

 

 

 

926

 

 

 

-

 

 

 

926

 

Purchase of intangible assets

 

(17,966

)

 

 

28

 

 

 

(17,938

)

 

 

(21,672

)

 

 

-

 

 

 

(21,672

)

Property and casualty insurance proceeds received

 

148

 

 

 

-

 

 

 

148

 

 

 

338

 

 

 

-

 

 

 

338

 

Net cash used in investing activities

 

(84,213

)

 

 

1,850

 

 

 

(82,363

)

 

 

(94,137

)

 

 

1,384

 

 

 

(92,753

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repayment of borrowings

 

(117,790

)

 

 

-

 

 

 

(117,790

)

 

 

(736

)

 

 

-

 

 

 

(736

)

Issuance of related party loans

 

-

 

 

 

-

 

 

 

-

 

 

 

3,217

 

 

 

-

 

 

 

3,217

 

Payment for debt extinguishment costs

 

(1,686

)

 

 

-

 

 

 

(1,686

)

 

 

-

 

 

 

-

 

 

 

-

 

Proceeds from borrowings

 

140,000

 

 

 

-

 

 

 

140,000

 

 

 

105,795

 

 

 

-

 

 

 

105,795

 

Payments for debt issuance costs

 

(2,822

)

 

 

-

 

 

 

(2,822

)

 

 

(1,860

)

 

 

-

 

 

 

(1,860

)

Principal payments on finance leases

 

(407

)

 

 

-

 

 

 

(407

)

 

 

(528

)

 

 

-

 

 

 

(528

)

Principal payments on financing obligation

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,578

)

 

 

-

 

 

 

(1,578

)

Distributions to noncontrolling interest

 

(390

)

 

 

-

 

 

 

(390

)

 

 

(1,206

)

 

 

-

 

 

 

(1,206

)

Purchase of treasury stock

 

(12,000

)

 

 

-

 

 

 

(12,000

)

 

 

(50,000

)

 

 

-

 

 

 

(50,000

)

Proceeds from initial public offering, net of offering costs

 

-

 

 

 

-

 

 

 

-

 

 

 

(269

)

 

 

-

 

 

 

(269

)

Net cash (used in) provided by financing activities

 

4,905

 

 

 

-

 

 

 

4,905

 

 

 

52,835

 

 

 

-

 

 

 

52,835

 

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

 

3,060

 

 

 

(92

)

 

 

2,968

 

 

 

(3,999

)

 

 

-

 

 

 

(3,999

)

Net (decrease) increase in cash and cash equivalents, and restricted cash

 

(26,436

)

 

 

(1,066

)

 

 

(27,502

)

 

 

(30,619

)

 

 

(1,435

)

 

 

(32,054

)

Cash, cash equivalents, and restricted cash

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning of period

 

190,043

 

 

 

(1,435

)

 

 

188,608

 

 

 

220,662

 

 

 

-

 

 

 

220,662

 

End of period

$

163,607

 

 

$

(2,501

)

 

$

161,106

 

 

$

190,043

 

 

$

(1,435

)

 

$

188,608

 
v3.25.1
Summary of Significant Accounting Policies- Additional Information (Detail)
$ in Thousands, € in Millions
 1 Months Ended 3 Months Ended 12 Months Ended
Nov. 30, 2023
USD ($)
Jan. 31, 2012
Dec. 29, 2024
USD ($)
Dec. 29, 2024
USD ($)
Customer
Dec. 31, 2023
USD ($)
Customer
Jan. 01, 2023
USD ($)
Dec. 29, 2024
EUR (€)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]              
Payment terms       60 days      
Average Amortization Period (in years)       15 years      
Foreign exchange gain (loss), net       $ (22,708) $ 36,196 $ (69,600) [1]  
Operating lease assets     $ 1,135,810 1,135,810 1,152,288    
Property and equipment, net     598,270 598,270 621,388    
Non Cash Impairment Charges       1,000      
Accumulated deficit     (1,539,500) (1,539,500) (1,376,532)    
Net cash provided by operating activities       89,677 46,988 11,863  
Net loss       (163,568) (129,678) (223,357)  
Restricted cash     3,602 3,602 1,951 7,928  
Cash and cash equivalents     152,716 $ 152,716 159,155 180,680  
Cash flow forecast, period       12 months      
Shares issued during period, temporary equity       $ 0 0 0  
Allowance for doubtful accounts     3,000 3,000 2,000    
Unable To Recover Of Inventory $ 5,000       5,000    
Service stock and supplies     23,000 23,000 24,000    
Non-cash impairment charge       39,000      
Finished goods     31,000 31,000 34,000    
Unusable Inventory       2,000 2,000    
Reserve         7,000    
Total capitalized interest       $ 0 0 0  
Impairment of Property and Equipment           0  
Impairment losses Intangible Assets with Finite Useful Lives         0 0  
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]       Depreciation, Depletion and Amortization, Nonproduction      
Goodwill Impairment Loss       $ 18,000   0  
Other expenses net related to segments       7,000      
Debt issuance costs     8,000 8,000 11,000    
Amortization of debt issuance costs       $ 2,795 2,808 4,315  
Estimated Average Membership Life       20 years      
Recognition of revenue       $ 2,000 2,000 2,000  
Deferred Revenue, Current     2,000 2,000 2,000    
Deferred Revenue Noncurrent     24,000 24,000 30,000    
Advance deposits     12,000 12,000 13,000    
Revenue recognized from Soho House Design       $ 7,000 $ 10,000 $ 22,000  
Revenues relating contracts from unaffiliated third parties, Percentage       70.00% 85.00% 41.00%  
Government Grants     3,000 $ 3,000 $ 5,000 $ 5,000  
Operating Expenses       1,273,855 1,160,727 1,127,042  
Other Operating Expense       276,321 256,897 251,901  
Outstanding receivable     28,000 28,000 13,000    
United Kingdom              
New Accounting Pronouncements or Change in Accounting Principle [Line Items]              
Non Cash Impairment Charges       4,000      
Europe              
New Accounting Pronouncements or Change in Accounting Principle [Line Items]              
Non Cash Impairment Charges       5,000      
Impairment Of Other Long Lived Assets              
New Accounting Pronouncements or Change in Accounting Principle [Line Items]              
Operating lease assets     11,000 11,000 32,000    
Property and equipment, net     3,000 3,000 16,000    
Non Cash Impairment Charges     14,000        
Impairment losses Intangible Assets with Finite Useful Lives       14,000 48,000    
Minimum [Member]              
New Accounting Pronouncements or Change in Accounting Principle [Line Items]              
Goodwill Impairment Loss       6,000      
In House Operating Expenses [Member]              
New Accounting Pronouncements or Change in Accounting Principle [Line Items]              
Operating Expenses       2,000 2,000 5,000  
Other Operating Expenses [Member]              
New Accounting Pronouncements or Change in Accounting Principle [Line Items]              
Revenue recognized from Soho House Design         1,000    
Other Operating Expense           1,000  
In House revenues [Member]              
New Accounting Pronouncements or Change in Accounting Principle [Line Items]              
Government Grants         2,000    
Other Expense [Member]              
New Accounting Pronouncements or Change in Accounting Principle [Line Items]              
Other Operating Expense         1,000    
Prepaid Expenses and Other Current Assets [Member]              
New Accounting Pronouncements or Change in Accounting Principle [Line Items]              
Debt issuance costs     1,000 1,000 1,000    
Revolving Credit Facility [Member]              
New Accounting Pronouncements or Change in Accounting Principle [Line Items]              
Line of Credit Facility, Remaining Borrowing Capacity     $ 94,000 $ 94,000     € 75
Inventory Valuation and Obsolescence [Member]              
New Accounting Pronouncements or Change in Accounting Principle [Line Items]              
Reserve         2,000    
Cowshed Brand Licensing Agreement [Member]              
New Accounting Pronouncements or Change in Accounting Principle [Line Items]              
Reserve         $ 5,000    
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Trade Receivables [Member]              
New Accounting Pronouncements or Change in Accounting Principle [Line Items]              
Number Of Customers | Customer       0 0    
Ownership [Member] | Equity Method Investments [Member] | Maximum [Member]              
New Accounting Pronouncements or Change in Accounting Principle [Line Items]              
Voting equity securities, percentage     50.00% 50.00%     50.00%
Ownership [Member] | Equity Method Investments [Member] | Minimum [Member]              
New Accounting Pronouncements or Change in Accounting Principle [Line Items]              
Voting equity securities, percentage     20.00% 20.00%     20.00%
Yucaipa Companies LLC [Member]              
New Accounting Pronouncements or Change in Accounting Principle [Line Items]              
Percentage equity interests outstanding   58.90%          
Previously Reported [Member]              
New Accounting Pronouncements or Change in Accounting Principle [Line Items]              
Foreign exchange gain (loss), net         $ 36,196 (69,600)  
Operating lease assets         1,150,165 1,085,579  
Property and equipment, net         627,035 647,001  
Accumulated deficit     $ 1,540,000 $ 1,540,000 (1,360,365) (1,242,412)  
Net cash provided by operating activities       90,000 49,812 14,682  
Net loss         (117,088) (219,780)  
Restricted cash     4 4 1,951 7,928  
Cash and cash equivalents     $ 153,000 $ 153,000 161,656 182,115  
Amortization of debt issuance costs         2,808 4,315  
Operating Expenses         1,158,882 1,119,695  
Other Operating Expense         $ 258,483 $ 250,336  
[1] Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies – Basis of Presentation.
v3.25.1
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property Plant and Equipment (Details)
 12 Months Ended
Dec. 29, 2024
Buildings [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 100 years
Buildings [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 50 years
Leasehold Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Leasehold improvements Property and equipment, net
Fixtures and Fittings [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 5 years
Fixtures and Fittings [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 2 years
Office Equipment and Other [Member] | Maximum [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 4 years
Office Equipment and Other [Member] | Minimum [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 2 years
Finance Property Lease [Member]  
Property, Plant and Equipment [Line Items]  
Finance lease property Reasonably assured lease term
v3.25.1
Summary of Significant Accounting Policies - Summary of foreign exchange rates (Details)
Dec. 29, 2024
Rate
Dec. 31, 2023
Rate
Jan. 01, 2023
Rate
Great Britain pound sterling      
Foreign Currency Exchange Rate 126.00% 127.00%  
Foreign Currency Exchange Rate, Remeasurement 128.00% 124.00% 123.00%
Canadian dollar      
Foreign Currency Exchange Rate 69.00% 76.00%  
Foreign Currency Exchange Rate, Remeasurement 73.00% 74.00% 77.00%
Euro      
Foreign Currency Exchange Rate 104.00% 110.00%  
Foreign Currency Exchange Rate, Remeasurement 108.00% 108.00% 105.00%
Hong Kong dollar      
Foreign Currency Exchange Rate 13.00% 13.00%  
Foreign Currency Exchange Rate, Remeasurement 13.00% 13.00% 13.00%
Israeli new shekel      
Foreign Currency Exchange Rate 27.00% 28.00%  
Foreign Currency Exchange Rate, Remeasurement 27.00% 27.00% 30.00%
Danish krone      
Foreign Currency Exchange Rate 14.00% 15.00%  
Foreign Currency Exchange Rate, Remeasurement 14.00% 15.00% 14.00%
Swedish krona      
Foreign Currency Exchange Rate 9.00% 10.00%  
Foreign Currency Exchange Rate, Remeasurement 9.00% 9.00% 10.00%
Mexican peso      
Foreign Currency Exchange Rate 5.00% 6.00%  
Foreign Currency Exchange Rate, Remeasurement 5.00% 6.00% 5.00%
Qatari riyal      
Foreign Currency Exchange Rate 27.00% 27.00%  
Foreign Currency Exchange Rate, Remeasurement 27.00% 27.00% 28.00%
Thai baht      
Foreign Currency Exchange Rate 3.00% 3.00%  
Foreign Currency Exchange Rate, Remeasurement 3.00% 3.00%  
Brazilian real      
Foreign Currency Exchange Rate 16.00% 21.00%  
Foreign Currency Exchange Rate, Remeasurement 19.00% 20.00%  
Turkish lira      
Foreign Currency Exchange Rate 3.00%    
Foreign Currency Exchange Rate, Remeasurement 2.00%    
v3.25.1
Consolidated Variable Interest Entities - Summary of Consolidated VIEs' Assets and Liabilities Included in The Condensed Consolidated Balance Sheets (Detail) - USD ($)
$ in Thousands
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Condensed Balance Sheet Statements, Captions [Line Items]      
Cash and cash equivalents $ 152,716 $ 159,155 $ 180,680
Accounts receivable 78,890 58,089  
Inventories 54,419 57,596  
Prepaid expenses and other current assets 98,774 111,949  
Total current assets 388,401 388,740  
Property and equipment, net 598,270 621,388  
Operating lease assets 1,135,810 1,152,288  
Other intangible assets, net 102,610 127,240  
Other non-current assets 4,603 9,483  
Total assets 2,443,512 2,527,859  
Accounts payable 75,987 70,316  
Accrued liabilities 98,482 86,314  
Indirect and employee taxes payable 33,889 40,159  
Other current liabilities 39,377 35,831  
Total current liabilities 474,162 426,822  
Total liabilities 2,772,970 2,695,012  
Variable Interest Entity, Primary Beneficiary [Member] | Nonrecourse [Member]      
Condensed Balance Sheet Statements, Captions [Line Items]      
Cash and cash equivalents 2,528 6,482  
Accounts receivable 12,082 4,530  
Inventories 4 15  
Prepaid expenses and other current assets 5,380 3,354  
Total current assets 19,994 14,381  
Property and equipment, net 25,268 29,001  
Operating lease assets 95,618 103,146  
Other intangible assets, net 251 314  
Other non-current assets 189 7,443  
Total assets 141,320 154,285  
Accounts payable 1,899 1,070  
Accrued liabilities 7,072 4,050  
Indirect and employee taxes payable 1,918 1,231  
Current portion of debt, net of debt issuance costs 28,710 27,715  
Other current liabilities 210 6,770  
Total current liabilities 46,498 47,086  
Total liabilities 154,336 163,337  
Net assets (liabilities) (13,016) (9,052)  
Sites Trading Less Than One Year [Member]      
Condensed Balance Sheet Statements, Captions [Line Items]      
Current portion of operating lease liabilities - sites trading more than one year 371 1,721  
Operating lease liabilities, net of current portion - sites trading more than one year 90,081 68,762  
Sites Trading Less Than One Year [Member] | Variable Interest Entity, Primary Beneficiary [Member] | Nonrecourse [Member]      
Condensed Balance Sheet Statements, Captions [Line Items]      
Current portion of operating lease liabilities - sites trading more than one year 6,689 6,250  
Sites Trading More Than One Year [Member]      
Condensed Balance Sheet Statements, Captions [Line Items]      
Current portion of operating lease liabilities - sites trading more than one year 57,078 49,436  
Operating lease liabilities, net of current portion - sites trading more than one year 1,210,637 1,234,140  
Sites Trading More Than One Year [Member] | Variable Interest Entity, Primary Beneficiary [Member] | Nonrecourse [Member]      
Condensed Balance Sheet Statements, Captions [Line Items]      
Operating lease liabilities, net of current portion - sites trading more than one year $ 107,838 $ 116,251  
v3.25.1
Consolidated Variable Interest Entities - Additional Information (Detail) - Soho Works Limited [Member]
 12 Months Ended
Sep. 29, 2017
Dec. 29, 2024
Consolidated Variable Interest Entities [Line Items]    
Equity method investment, Ownership percentage 100.00%  
Common stock shares voting rights 50  
Granted option to subscribe for individuals 30.00%  
Varible interest entity, Size of VIE   The Soho Works Limited (“SWL”) joint venture develops and operates Soho-branded, membership-based co-working spaces, with four sites currently in operation in the UK.
Exercise of Option [Member]    
Consolidated Variable Interest Entities [Line Items]    
Equity method investment, Ownership percentage 70.00%  
v3.25.1
Equity Method Investments - Schedule Of Equity Method Investment Summarized Ownership Interests (Details)
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Soho House Toronto Partnership [Member]      
Schedule of Equity Method Investments [Line Items]      
Equity method investment, Ownership percentage [1],[2] 50.00% 50.00% 50.00%
Ludlow Acquisition LLC [Member]      
Schedule of Equity Method Investments [Line Items]      
Equity method investment, Ownership percentage [2] 33.30% 33.30% 33.30%
Raycliff Red LLP [Member]      
Schedule of Equity Method Investments [Line Items]      
Equity method investment, Ownership percentage [2] 50.00% 50.00% 50.00%
Raycliff Shoreditch Holdings LLP [Member]      
Schedule of Equity Method Investments [Line Items]      
Equity method investment, Ownership percentage [2] 50.00% 50.00% 50.00%
Redchurch Partner Limited [Member]      
Schedule of Equity Method Investments [Line Items]      
Equity method investment, Ownership percentage [2] 50.00% 50.00% 50.00%
Mimea XXI S.L. [Member]      
Schedule of Equity Method Investments [Line Items]      
Equity method investment, Ownership percentage [2] 50.00% 50.00% 50.00%
Mirador Barcel S.L. [Member]      
Schedule of Equity Method Investments [Line Items]      
Equity method investment, Ownership percentage [2] 50.00% 50.00% 50.00%
Little Beach House Barcelona S.L.[Member]      
Schedule of Equity Method Investments [Line Items]      
Equity method investment, Ownership percentage [2] 50.00% 50.00% 50.00%
Soho Beach House Canouan Limited [Member]      
Schedule of Equity Method Investments [Line Items]      
Equity method investment, Ownership percentage [2] 20.00% 20.00% 20.00%
[1]

**Under applicable guidance for VIEs, the Company determined that its investments in Soho House Toronto Partnership ("Soho House Toronto") and the entities comprising 56-60 Redchurch Street, London are VIEs. Soho House Toronto owns and operates a House located in Toronto, while 56-60 Redchurch Street, London provides additional members’ accommodation capacity for Shoreditch House in London.

[2]

*The Company owns 50% of Store Berlin and suspended application of the equity method of accounting for Store Berlin as of January 2, 2022, due to the £1 investment balance and given SHCO is not obligated to provide for Store Berlin’s losses, has not guaranteed its obligations, nor otherwise committed to provide financial support.
v3.25.1
Equity Method Investments - Schedule Of Equity Method Investment Summarized Ownership Interests (Details) (Parenthetical)
Dec. 29, 2024
Jan. 02, 2022
Store Berlin [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity method investment, Ownership percentage 50.00% 1.00%
v3.25.1
Equity Method Investments - Summary of The Company's Maximum Exposure To Losses Related To Its Equity Method Investments (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Shedule Of Equity Method Investment Summarized Statement Of Operations [Line Items]      
Revenue $ 1,203,814 $ 1,125,134 $ 976,003
Operating income (loss) (70,041) (35,593) (151,039)
Net loss (163,568) (129,678) (223,357)
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member]      
Shedule Of Equity Method Investment Summarized Statement Of Operations [Line Items]      
Revenue [1] 53,117 51,826 45,274
Operating income (loss) [1] 18,475 9,149 7,131
Net loss [1],[2] $ 10,100 $ 2,801 $ 3,133
[1] Excludes amounts related to Store Berlin, as the Company discontinued applying the equity method of accounting.
[2] The net income (loss) shown above relates entirely to continuing operations.
v3.25.1
Equity Method Investments - Summary of Equity Method Investment Summarized Balance Sheet (Detail) - USD ($)
$ in Thousands
Dec. 29, 2024
Dec. 31, 2023
Shedule Of Equity Method Investment Summarized Balance Sheet [Line Items]    
Current assets $ 388,401 $ 388,740
Non-current assets 2,055,111 2,139,119
Total assets 2,443,512 2,527,859
Total current liabilities 474,162 426,822
Non-current liabilities 2,298,808 2,268,190
Total liabilities 2,772,970 2,695,012
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member]    
Shedule Of Equity Method Investment Summarized Balance Sheet [Line Items]    
Current assets [1] 25,428 46,771
Non-current assets [1] 156,648 134,264
Total assets [1] 182,076 181,035
Total current liabilities [1] 11,114 12,018
Non-current liabilities [1] 136,618 138,834
Total liabilities [1] 147,732 150,852
Net assets [1] $ 34,344 $ 30,183
[1] Excludes amounts related to Store Berlin, as the Company discontinued applying the equity method of accounting.
v3.25.1
Equity Method Investments - Additional Information (Detail)
$ / shares in Units, $ in Thousands
 12 Months Ended
Jul. 06, 2015
EUR (€)
Dec. 29, 2024
USD ($)
$ / shares
shares
Dec. 31, 2023
USD ($)
Jan. 01, 2023
USD ($)
Jan. 02, 2022
Mar. 28, 2012
Schedule of Equity Method Investments [Line Items]            
Repayment from equity method investees   $ (10,695) $ 0 $ 0    
Lessee, operating lease, option to extend   multiple     This lease was extended for an additional 5 years in Fiscal 2022.  
MimeaXxi [Member]            
Schedule of Equity Method Investments [Line Items]            
Repayment from equity method investees   $ 11,000        
Soho House Toronto Partnership [Member]            
Schedule of Equity Method Investments [Line Items]            
Options exercised | shares   0        
Operating leases, Term of contract   10 years        
Soho House Toronto Partnership [Member] | Soho House Toronto Joint Venture [Member]            
Schedule of Equity Method Investments [Line Items]            
Percentage of equity interest acquired           50.00%
Soho House Toronto Partnership [Member] | Soho House Toronto Joint Venture [Member] | Investor [Member]            
Schedule of Equity Method Investments [Line Items]            
Percentage of equity interest acquired           25.00%
Raycliff Red LLP [Member]            
Schedule of Equity Method Investments [Line Items]            
Maximum limit of distribution of cash generated from other than operation allocation to unit A holder | € € 500,000          
Raycliff Red LLP [Member] | Put Option [Member]            
Schedule of Equity Method Investments [Line Items]            
Put option strike price | $ / shares   $ 0        
Raycliff Red LLP [Member] | Hotel operations [Member]            
Schedule of Equity Method Investments [Line Items]            
Management Fee Recieved 2.50%          
Raycliff Red LLP [Member] | Restaurant Operations [Member]            
Schedule of Equity Method Investments [Line Items]            
Management Fee Recieved 3.50%          
Raycliff Red LLP [Member] | Redchurch Street London Joint Venture [Member]            
Schedule of Equity Method Investments [Line Items]            
Percentage of equity interest acquired 50.00%          
v3.25.1
Leases - Additional Information (Detail)
$ in Thousands
 12 Months Ended
Dec. 29, 2024
USD ($)
Number
Dec. 31, 2023
USD ($)
Jan. 01, 2023
USD ($)
Jan. 02, 2022
Apr. 30, 2017
USD ($)
Finance leases, Term of contract 50 years        
Operating leases, Option to extend multiple     This lease was extended for an additional 5 years in Fiscal 2022.  
Number of units under finance lease | Number 3        
Impairment Loss, Operating Lease Assets [1]   $ (47,772)      
Finance leases, Renewal term 25 years        
Number of units subject to operating lease | Number 170        
New units subject to operating lease | Number 10        
Finance lease liabilities, net of current portion $ 77,255 78,481      
Operating leases, Rental expenses 162,000 144,000 $ 133,000    
Variable lease cost 23,000 21,000 20,000    
Sublease Income 7,000 6,000 1,000    
Finance lease assets, Amortization expense 2,000 2,000 2,000    
Finance lease, Interest expense 6,000 $ 7,000 5,000    
Operating lease liability, Payments due $ 2,401,537        
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Property and equipment, net Property and equipment, net      
Operating lease, Weighted average remaining lease term 16 years 16 years      
Variable lease payment $ 2,000 $ 1,000 1,000    
Operating lease assets 1,135,810 1,152,288      
DTLA Property [Member]          
Finance leases, Term of contract         20 years
Finance leases, Renewal term         10 years
Finance lease liabilities, net of current portion 77,000 77,000     $ 6,400
Capital leased assets         30,000
Leased assets contingently held by buyer         9,000
Additional lease commitment amount         $ 59,000
Finance lease liability current 0 0      
Capitalized interest 81,000 83,000      
Long-Lived Assets [Member]          
Impairment Loss, Operating Lease Assets 14,000 48,000      
Property and equipment, net 3,000 16,000      
2025 [Member]          
Operating lease liability, Payments due $ 147,000        
Operating lease, Weighted average remaining lease term 20 years        
2026 [Member]          
Operating lease liability, Payments due $ 251,000        
Operating lease, Weighted average remaining lease term 24 years        
2027 [Member]          
Operating lease liability, Payments due $ 318,000        
Operating lease, Weighted average remaining lease term 19 years        
2028 [Member]          
Operating lease liability, Payments due $ 320,000        
Operating lease, Weighted average remaining lease term 15 years        
Related Party [Member]          
Operating lease assets $ 26,000 192,000      
Short term lease liability 3,000 6,000      
Long term lease liability 34,000 225,000      
Leases amount $ 22,000 23,000 $ 17,000    
Minimum [Member]          
Operating leases, Term of contract 1 year        
Operating leases, Renewal term 5 years        
Minimum [Member] | Long-Lived Assets [Member]          
Impairment Loss, Operating Lease Assets $ 11,000 32,000      
Maximum [Member]          
Operating leases, Term of contract 30 years        
Operating leases, Renewal term 10 years        
Maximum [Member] | Long-Lived Assets [Member]          
Impairment Loss, Operating Lease Assets $ 14,000 $ 48,000      
[1] During Fiscal 2023, the Company recognized $48 million of impairment losses on long-lived assets (comprised of $32 million in respect of Operating lease assets and $16 million of Property and equipment, net), of which $39 million is in respect of Soho Works North America.
v3.25.1
Leases - Summary of The Maturity of The Company's Operating and Finance Lease Liabilities (Detail)
$ in Thousands
Dec. 29, 2024
USD ($)
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]  
2025 $ 159,442
2026 160,843
2027 153,657
2028 153,033
2029 154,262
Thereafter 1,620,300
Total undiscounted lease payments 2,401,537
Present value adjustment (1,043,370)
Total net lease liabilities 1,358,167
2025 6,067
2026 5,991
2027 5,969
2028 5,922
2029 5,922
Thereafter 204,827
Total undiscounted lease payments 234,698
Present value adjustment (157,443)
Total net financing obligation $ 77,255
v3.25.1
Leases - Summary of The Supplemental Disclosure For The Statement of Cash Flows Related to Operating and Finance Leases (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Cash paid for amounts included in the measurement of lease liabilities:      
Operating cash flows from operating leases $ (156,192) $ (137,856) $ (118,269)
Interest payments for finance leases (5,604) (6,444) (5,002)
Cash flows from financing activities:      
Principal payments for finance leases (383) (407) (528)
Supplemental disclosures of non-cash investing and financing activities:      
Operating lease assets obtained in exchange for new operating lease liabilities 75,039 124,779 133,743
Acquisitions of property and equipment under finance leases $ 179 $ 33 $ 12,315
v3.25.1
Leases - Summary of The Additional Information Related to Operating and Finance Leases (Detail)
Dec. 29, 2024
Dec. 31, 2023
Weighted-average remaining lease term    
Finance leases 41 years 42 years
Operating leases 16 years 16 years
Weighted-average discount rate    
Finance leases 7.29% 7.29%
Operating leases 7.93% 7.89%
v3.25.1
Leases - Summary of The Company's Estimated Future Undiscounted Lease Payments For Current Leases (Detail)
$ in Thousands
Dec. 29, 2024
USD ($)
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]  
2025 $ 1,057
2026 7,802
2027 11,836
2028 40,021
2029 48,767
Thereafter 926,489
Total undiscounted lease payments expected for leases signed but not commenced $ 1,035,972
v3.25.1
Leases - Cash flows related to the financing obligation for the DTLA property (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Cash flows from investing activities      
Purchase of property and equipment $ (64,186) $ (65,941) $ (72,345)
DTLA Property [Member]      
Cash flows from operating activities      
Interest payments for financing obligation (7,172) (7,031) (6,894)
Cash flows from investing activities      
Capitalized interest 0 0 0
Purchase of property and equipment 0 0 0
Cash flows from financing activities      
Principal payments on financing obligation $ 0 $ 0 $ (1,578)
v3.25.1
Leases - Summary of The Company's Future Undiscounted Finance Lease (Details)
$ in Thousands
Dec. 29, 2024
USD ($)
Property, Plant and Equipment [Line Items]  
Total undiscounted lease payments $ 234,698
Present value adjustment 157,443
Total net financing obligation 77,255
DTLA Property [Member]  
Property, Plant and Equipment [Line Items]  
2025 7,316
2026 7,462
2027 7,611
2028 7,763
2029 7,919
Thereafter 100,760
Total undiscounted lease payments 138,831
Present value adjustment 61,931
Total net financing obligation $ 76,900
v3.25.1
Revenue Recognition - Summary of Disaggregation of Revenue (Detail)
$ in Thousands
 12 Months Ended
Dec. 29, 2024
USD ($)
Disaggregation of Revenue [Line Items]  
Total future revenues $ 109,271
Future periods [Member]  
Disaggregation of Revenue [Line Items]  
Total future revenues 23,697
Membership, Registration Fees, and House Introduction Credits [Member]  
Disaggregation of Revenue [Line Items]  
Total future revenues 109,271
Membership, Registration Fees, and House Introduction Credits [Member] | Future periods [Member]  
Disaggregation of Revenue [Line Items]  
Total future revenues $ 23,697
v3.25.1
Revenue Recognition - Summary of Contract Receivables, Assets and Contract Liabilities (Details) - USD ($)
$ in Thousands
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Jan. 02, 2022
Revenue Recognition [Abstract]        
Contract receivables $ 78,890 $ 58,089    
Contract assets 3,257 3,778    
Contract liabilities $ 174,697 $ 156,252 $ 127,692 $ 113,630
v3.25.1
Revenue Recognition - Additional Information (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Revenue Recognition [Abstract]      
Revenue, Remaining Performance Obligation, Percentage 35.00% 32.00% 30.00%
Contract with customer, asset, transferred to receivables $ 4 $ 10  
Other revenue 20 17 $ 33
Accounts receivable, net $ 31 $ 26  
v3.25.1
Revenue Recognition - Summary of Significant Changes in Contract Liabilities (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Revenue Recognition [Abstract]      
Opening Balance $ 156,252 $ 127,692 $ 113,630
Revenue recognized that was included in the contract liability balance at the beginning of the period (120,099) (81,667) (89,394)
Increases due to cash received during the period 138,149 109,684 104,652
Foreign currency translation 395 543 (1,196)
Closing Balance $ 174,697 $ 156,252 $ 127,692
v3.25.1
Prepaid Expenses and Other Current Assets - Prepaid Expenses And Other Current Assets (Detail) - USD ($)
$ in Thousands
Dec. 29, 2024
Dec. 31, 2023
Prepaid Expense and Other Assets, Current [Abstract]    
Amounts owed by equity method investees $ 2,379 $ 1,323
Prepayments and accrued income 36,350 35,510
Contract assets 3,257 3,778
Inventory supplier advances 12,139 18,656
Other receivables 44,649 52,682
Total prepaid expenses and other current assets $ 98,774 $ 111,949
v3.25.1
Prepaid Expenses and Other Current Assets (Additional Information) (Details) - USD ($)
$ in Millions
Dec. 29, 2024
Dec. 31, 2023
Prepaid Expense and Other Assets, Current [Abstract]    
Accrued revenue $ 1 $ 8
v3.25.1
Property and Equipment, Net - Property and Equipment ,Net (Details) - USD ($)
$ in Thousands
Dec. 29, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 1,172,854 $ 1,107,311
Less: Accumulated depreciation (558,340) (471,875)
Less: Accumulated impairment (16,244) (14,048)
Property and equipment, net 598,270 621,388
Land and Building [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 210,788 210,753
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 412,810 380,958
Fixtures and Fittings [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 387,346 355,468
Office Equipment and Other [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 50,803 43,416
Construction in Progress [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 31,276 35,810
Finance Property Lease [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 79,831 $ 80,906
v3.25.1
Property and Equipment, Net - Additional Information (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Property, Plant and Equipment [Line Items]      
Depreciation expense $ 77,000 $ 89,000 $ 81,000
Material property, plant and equipment 69,000 68,000  
Impairment charge 14,000 48,000  
Operating lease assets 1,135,810 1,152,288  
Impairment Loss, Operating Lease Assets [1]   (47,772)  
Soho Works North America, LLC [Member]      
Property, Plant and Equipment [Line Items]      
Operating lease assets 11,000 32,000  
Property and equipment, net 3,000 16,000  
Soho Works North America      
Property, Plant and Equipment [Line Items]      
Impairment Loss, Operating Lease Assets $ 14,000 $ 39,000  
[1] During Fiscal 2023, the Company recognized $48 million of impairment losses on long-lived assets (comprised of $32 million in respect of Operating lease assets and $16 million of Property and equipment, net), of which $39 million is in respect of Soho Works North America.
v3.25.1
Goodwill and Intangible Assets - Summary of Goodwill (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Goodwill [Line Items]      
Beginning balance $ 206,285 $ 199,646 $ 214,257
Foreign currency translation adjustment (4,786) 6,639 (14,611)
Impairment charge 14,000 48,000  
Impairment charge (6,204)    
Ending balance 195,295 206,285 199,646
United Kingdom      
Goodwill [Line Items]      
Beginning balance 94,659 89,975 100,665
Foreign currency translation adjustment (1,205) 4,684 (10,690)
Impairment charge 0    
Ending balance 93,454 94,659 89,975
The Americas      
Goodwill [Line Items]      
Beginning balance 47,446 47,446 47,446
Foreign currency translation adjustment 0 0 0
Impairment charge (2,043)    
Ending balance 45,403 47,446 47,446
Europe and RoW [Member]      
Goodwill [Line Items]      
Beginning balance 64,180 62,225 66,146
Foreign currency translation adjustment (3,581) 1,955 (3,921)
Impairment charge (4,161)    
Ending balance $ 56,438 $ 64,180 $ 62,225
v3.25.1
Goodwill and Intangible Assets - Summary of Finite-lived Intangible Assets (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Acquired Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Value $ 243,074 $ 245,505
Accumulated Amortization 140,464 118,265
Net Carrying Value $ 102,610 127,240
Average Amortization Period (in years) 15 years  
Brand [Member]    
Acquired Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Value $ 110,854 111,634
Accumulated Amortization 59,860 55,140
Net Carrying Value $ 50,994 56,494
Average Amortization Period (in years) 24 years  
Membership List [Member]    
Acquired Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Value $ 15,870 15,905
Accumulated Amortization 10,438 9,666
Net Carrying Value $ 5,432 6,239
Average Amortization Period (in years) 20 years  
Hotel Management Agreements [Member]    
Acquired Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Value [1] $ 0 23,600
Accumulated Amortization [1] 0 3,974
Net Carrying Value [1] $ 0 19,626
Average Amortization Period (in years) [1] 15 years  
Website, Internal-Use Software Development Costs, and Other [Member]    
Acquired Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Value $ 116,350 94,366
Accumulated Amortization 70,166 49,485
Net Carrying Value $ 46,184 $ 44,881
Average Amortization Period (in years) 5 years  
[1] During the year ended December 29, 2024, the Company recognized an impairment losses of $18 million, which reduced the gross carrying value and accumulated amortization by $24 million and $6 million, respectively. See below for further information.
v3.25.1
Goodwill and Intangible Assets - Summary of Finite-Lived Intangible Assets (Parenthetical) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Acquired Finite-Lived Intangible Assets [Line Items]    
Impairment, Intangible Asset, Statement of Income or Comprehensive Income [Extensible Enumeration] Goodwill, Impairment Loss  
Gross Carrying Value $ 243,074 $ 245,505
Accumulated amortization 558,340 $ 471,875
Finite-Lived Intangible Assets [Member]    
Acquired Finite-Lived Intangible Assets [Line Items]    
Impairment losses 18,000  
Gross Carrying Value 24,000  
Accumulated amortization $ 6,000  
v3.25.1
Goodwill and Intangible Assets - Schedule of future amortization expense (Details)
$ in Thousands
Dec. 29, 2024
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
2025 $ 25,076
2026 21,056
2027 13,247
2028 11,476
2029 $ 8,008
v3.25.1
Goodwill and Intangible Assets (Additional Information) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Acquired Finite-Lived Intangible Assets [Line Items]      
Goodwill, Impairment Loss $ 6,204 [1] $ 0 $ 0
Non Cash Impairment Charges 1,000    
Accumulated Amortization 140,464 118,265  
Impairment losses on intangible assets 18,000 0 0
Amortization of Intangible Assets 24,000 22,000 $ 19,000
Brand [Member]      
Acquired Finite-Lived Intangible Assets [Line Items]      
Accumulated Amortization 59,860 55,140  
Membership List [Member]      
Acquired Finite-Lived Intangible Assets [Line Items]      
Accumulated Amortization 10,438 9,666  
Hotel Management Agreements [Member]      
Acquired Finite-Lived Intangible Assets [Line Items]      
Non Cash Impairment Charges 6,000    
Accumulated Amortization [2] 0 3,974  
Website, Internal-Use Software Development Costs, and Other [Member]      
Acquired Finite-Lived Intangible Assets [Line Items]      
Accumulated Amortization 70,166 49,485  
Website Development Costs and Internal-Use Software [Member]      
Acquired Finite-Lived Intangible Assets [Line Items]      
Accumulated Amortization $ 42,000 $ 43,000  
[1] The Company recognized impairment losses of $6 million on goodwill related to the LINE and Saguaro and Soho Roc House reporting units
[2] During the year ended December 29, 2024, the Company recognized an impairment losses of $18 million, which reduced the gross carrying value and accumulated amortization by $24 million and $6 million, respectively. See below for further information.
v3.25.1
Accrued Liabilities and Other Current Liabilities (Detail) - USD ($)
$ in Thousands
Dec. 29, 2024
Dec. 31, 2023
Accrued Liabilities [Abstract]    
Accrued interest $ 7,113 $ 1,309
Hotel deposits 12,414 12,628
Trade, capital and other accruals 78,955 72,377
Total accrued liabilities $ 98,482 $ 86,314
v3.25.1
Debt - Summary of Property Mortgage Loans, Net of Debt Issuance Costs (Detail) - USD ($)
$ in Thousands
Dec. 29, 2024
Dec. 31, 2023
Feb. 28, 2019
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items]      
Debt balances, net $ 691,486 $ 664,866  
Less: Current portion of long-term debt (34,618) (29,290)  
Total long-term debt, net of current portion 656,868 635,576  
Senior Secured Notes [Member]      
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items]      
Debt balances, net 644,002 615,718  
Soho Works Limited loans [Member]      
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items]      
Debt balances, net 27,369 27,715  
Other Loans [Member]      
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items]      
Debt balances, net 20,115 21,433  
Property mortgage loans [Member]      
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items]      
Property mortgage loans, net 137,385 137,099  
Property mortgage loans [Member] | Term Loan [Member]      
Disclosure of Property Mortgage Loans, Net of Debt Issuance Costs [Line Items]      
Property mortgage loans, net $ 137,385 $ 137,099 $ 55,000
v3.25.1
Debt - Summary of Property Mortgage Loans, Net of Debt Issuance Costs (Parenthetical) (Detail)
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Feb. 28, 2019
Term Loan [Member]      
Short-Term Debt [Line Items]      
Debt Instrument, Interest Rate 6.99%    
Greek Street Loan [Member]      
Short-Term Debt [Line Items]      
Debt Instrument, Interest Rate 7.50%    
Debt Instrument, Maturity Date Jan. 31, 2028    
Senior Notes [Member]      
Short-Term Debt [Line Items]      
Debt Instrument, Interest Rate 8.1764% 8.1764%  
Debt Instrument, Maturity Date Mar. 31, 2027 Mar. 31, 2027  
Mortgages [Member] | Term Loan [Member]      
Short-Term Debt [Line Items]      
Debt Instrument, Interest Rate 6.99% 6.99% 5.34%
Debt Instrument, Maturity Date Jun. 01, 2033 Jun. 01, 2033  
Unsecured Debt [Member]      
Short-Term Debt [Line Items]      
Debt Instrument, Interest Rate 7.00% 7.00%  
Debt Instrument, Maturity Date Sep. 30, 2025 Sep. 30, 2025  
Additional Notes [Member]      
Short-Term Debt [Line Items]      
Debt Instrument, Interest Rate 8.50% 8.50%  
v3.25.1
Debt - Additional Information (Details)
$ in Thousands, € in Millions, £ in Millions
 12 Months Ended
Mar. 31, 2022
Dec. 07, 2017
Dec. 29, 2024
USD ($)
Dec. 31, 2023
USD ($)
Jan. 01, 2023
USD ($)
Dec. 29, 2024
GBP (£)
Dec. 31, 2023
GBP (£)
Mar. 31, 2021
USD ($)
Mar. 31, 2021
EUR (€)
Mar. 31, 2021
GBP (£)
Feb. 28, 2019
USD ($)
May 01, 2014
USD ($)
Debt Instrument [Line Items]                        
Non-current tax liabilities     $ 23,699 $ 5,941                
Senior secured notes               $ 295,000 € 62      
Revolving credit facility maturity date extend description     On November 10, 2022, Soho House Bond Limited, a wholly-owned subsidiary of the Company entered into the Third Amended and Restated Revolving Facility Agreement (the "Third Amendment") which further amends and restates the Revolving Credit Facility, originally entered into by the Company on December 5, 2019 (the original and amended facility refer to as the “Revolving Credit Facility”). The Third Amendment amends the Revolving Credit Facility to extend the maturity date from January 25, 2024 to July 25, 2026. In addition, the Third Amendment provides that from March 2023 we are required to maintain certain leverage covenants (as defined in the Revolving Credit Facility) which are applicable when 40% or more of the facility is drawn. Subsequent to December 29, 2024 (Note 21) the Agreement was amended to extend the maturity date from July 25, 2026 to December 31, 2026. All other material terms remain substantially unchanged. As of December 29, 2024, the facility remains undrawn with £75 million ($94 million) available to draw under this facility. The facility is secured on a fixed and floating charge basis over certain assets of the Company. The Company incurred interest expense of $1 million, $1 million and $3 million in respect of the Revolving Credit Facility during the fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023, respectively                  
existing term loan and mezzanine loan                       $ 140,000
Loss on extinguishment of debt       3,000                
Maximum [Member]                        
Debt Instrument [Line Items]                        
Unamortized debt issuance costs     $ 1,000 1,000                
Soho Works Limited [Member] | Related party loans [Member]                        
Debt Instrument [Line Items]                        
Imputed interest on interest free related party loans     2,000 2,000 $ 3,000              
Carrying amount of the term loan     $ 27,000 $ 28,000   £ 22 £ 22          
Term Loan [Member]                        
Debt Instrument [Line Items]                        
Debt Instrument, Interest Rate     6.99%     6.99%            
Debt Instrument, Interest Rate     6.99%     6.99%            
Fixed rate borrowings [Member]                        
Debt Instrument [Line Items]                        
Weighted-average interest rate     8.00% 8.00%   8.00% 8.00%          
Floating Rate borrowings [Member]                        
Debt Instrument [Line Items]                        
Weighted-average interest rate     0.00% 0.00%   0.00% 0.00%          
Property mortgage loans [Member]                        
Debt Instrument [Line Items]                        
Imputed interest on interest free related party loans     $ 10,000 $ 13,000 8,000              
Unamortized debt issuance costs     3,000 3,000                
Property Mortgage Loans     $ 137,385 $ 137,099                
Property mortgage loans [Member] | Soho Works Limited [Member]                        
Debt Instrument [Line Items]                        
Debt Instrument, Maturity Date   Sep. 29, 2025                    
Debt Instrument, Interest Rate   7.00%                    
Debt Instrument, Interest Rate   7.00%                    
Property mortgage loans [Member] | Term Loan [Member]                        
Debt Instrument [Line Items]                        
Debt Instrument, Maturity Date     Jun. 01, 2033 Jun. 01, 2033                
Debt Instrument, Interest Rate     6.99% 6.99%   6.99% 6.99%       5.34%  
Debt Instrument, Interest Rate     6.99% 6.99%   6.99% 6.99%       5.34%  
Property Mortgage Loans     $ 137,385 $ 137,099             $ 55,000  
Property mortgage loans [Member] | Subordinated Debt [Member]                        
Debt Instrument [Line Items]                        
Debt Instrument, Interest Rate                     7.25%  
Debt Instrument, Interest Rate                     7.25%  
Property Mortgage Loans                     $ 62,000  
Revolving Credit Facility [Member]                        
Debt Instrument [Line Items]                        
Line of Credit Facility, Remaining Borrowing Capacity     94,000     £ 75            
Imputed interest on interest free related party loans     1,000 1,000 3,000              
Unamortized debt issuance costs     1,000 1,000                
Secured Debt [Member]                        
Debt Instrument [Line Items]                        
Non-current tax liabilities     8,000                  
Unamortized debt issuance costs     5,000 7,000                
Secured Debt [Member] | Affiliated Entity [Member]                        
Debt Instrument [Line Items]                        
Senior secured notes               73,000   £ 53    
Secured Debt [Member] | Advised loans [Member]                        
Debt Instrument [Line Items]                        
Senior secured notes               73,000        
Secured Debt [Member] | Soho House Hong Kong Loan [Member]                        
Debt Instrument [Line Items]                        
Debt Instrument, Maturity Date Mar. 31, 2027                      
Imputed interest on interest free related party loans     $ 55,000 $ 52,000 $ 47,000              
Secured Debt [Member] | Soho House Hong Kong Loan [Member] | Initial Notes [Member]                        
Debt Instrument [Line Items]                        
Debt Instrument, Interest Rate 2.0192%                      
Debt Instrument, Interest Rate 2.0192%                      
Debt instrument basis rate 6.1572%                      
Secured Debt [Member] | Soho House Hong Kong Loan [Member] | Additional Notes [Member]                        
Debt Instrument [Line Items]                        
Debt Instrument, Interest Rate 2.125%                      
Debt Instrument, Interest Rate 2.125%                      
Senior secured notes               $ 100,000        
Debt instrument basis rate 6.375%                      
v3.25.1
Debt - Summary Of Remaining Loans Consist (Detail)
$ in Thousands
 12 Months Ended
Dec. 29, 2024
USD ($)
Dean Street Loan [Member]  
Debt Instrument [Line Items]  
Debt Instrument, Face Amount $ 9,179
Debt Instrument, Interest Rate 6.00%
Maturity date Mar. 31, 2040
Copenhagen Loan [Member]  
Debt Instrument [Line Items]  
Debt Instrument, Face Amount $ 1,928
Debt Instrument, Interest Rate 8.00%
Maturity date Nov. 30, 2033
Copenhagen Loan One [Member]  
Debt Instrument [Line Items]  
Debt Instrument, Face Amount $ 991
Debt Instrument, Interest Rate 0.00%
Maturity date Dec. 31, 2038
Greek Street Loan [Member]  
Debt Instrument [Line Items]  
Debt Instrument, Face Amount $ 2,229
Debt Instrument, Interest Rate 7.50%
Maturity date Jan. 31, 2028
Compagnie De Phalsbourg Credit Facility [Member]  
Debt Instrument [Line Items]  
Debt Instrument, Face Amount $ 5,397
Debt Instrument, Interest Rate 7.00%
Maturity date Feb. 28, 2025
Greek Government Loan [Member]  
Debt Instrument [Line Items]  
Debt Instrument, Face Amount $ 391
Debt Instrument, Interest Rate 3.10%
Maturity date Jul. 31, 2025
v3.25.1
Debt - Summary Of Future Principal Payments For The Company's Debt, Property Mortgage Loans, and Related Party Loans (Detail)
$ in Thousands
Dec. 29, 2024
USD ($)
Debt Instruments [Abstract]  
2025 $ 34,596
2026 1,516
2027 650,201
2028 792
2029 828
Thereafter 148,311
Total future principal payments 836,244
Less: Unamortized debt issuance costs (7,373)
Total debt $ 828,871
v3.25.1
Fair Value Measurements - Summary of Estimated Fair Values of the Company's Debt Instruments (Detail) - Fair Value Inputs Level 3 [Member] - USD ($)
$ in Thousands
Dec. 29, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Carrying Value $ 801,502 $ 774,250
Fair Value 716,112 735,630
Senior Secured Notes [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Carrying Value 644,002 615,718
Fair Value 596,976 597,063
Property mortgage loans [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Carrying Value 137,385 137,099
Fair Value 99,283 117,488
Other non-current debt [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Carrying Value 20,115 21,433
Fair Value $ 19,853 $ 21,079
v3.25.1
Fair Value Measurements - Additional Information (Detail) - USD ($)
$ in Thousands
Dec. 29, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Fair value, assets and liabilities measured on recurring and nonrecurring basis $ 0 $ 0
Debt issuance costs $ 8,000 $ 11,000
Senior Notes [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Debt Instrument, Interest Rate 8.1764% 8.1764%
v3.25.1
Share-Based Compensation - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
Mar. 31, 2024
Aug. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Jul. 31, 2021
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Share Based Compensation [Line Items]                
Share-based compensation expense   $ 2,000       $ 16,023 $ 20,230 $ 27,681
2020 Equity And Incentive Plan [Member] | Soho House Bond Limited                
Share Based Compensation [Line Items]                
Number of Shares Outstanding           0 0  
2021 Equity And Incentive Plan [Member]                
Share Based Compensation [Line Items]                
Share-based compensation grants in period, gross         12,055,337      
Company Issued Shares of Class A Common Stock           2,518,685    
Stock Appreciation Rights (SARs)                
Share Based Compensation [Line Items]                
Share-based compensation expense           $ 2,377 $ 7,485 $ 9,425
Modified Excercise Prices $ 6.05   $ 4          
Share-based payment nonvested award, cost not yet recognized           $ 1,000    
Share-based payment nonvested award cost not yet recognized, period for recognition           1 year    
Weighted-average grant date fair value, Granted           $ 0 $ 2.06 $ 0
Stock Appreciation Rights (SARs) | 2020 Equity And Incentive Plan [Member]                
Share Based Compensation [Line Items]                
Share-based compensation grants in period, gross           0 3,113,109  
Number of Shares Outstanding           5,839,704 6,498,915 5,290,719
Stock Appreciation Rights (SARs) | 2021 Equity And Incentive Plan [Member]                
Share Based Compensation [Line Items]                
Number of Shares Outstanding           5,839,704 6,498,915  
Growth Shares [Member]                
Share Based Compensation [Line Items]                
Share-based compensation expense           $ 0 $ 1,101 $ 2,285
Restricted Stock Units (RSUs) [Member]                
Share Based Compensation [Line Items]                
Share-based compensation grants in period, gross       506,990        
Share-based compensation expense           $ 12,288 $ 8,446 $ 12,595
Restricted Stock Units (RSUs) [Member] | 2020 Equity And Incentive Plan [Member]                
Share Based Compensation [Line Items]                
Shares, Issued             365,000  
Restricted Stock Units (RSUs) [Member] | 2021 Equity And Incentive Plan [Member]                
Share Based Compensation [Line Items]                
Share-based compensation grants in period, gross           904,916    
Number of Shares Outstanding           1,839,379 2,327,384 2,998,865
Share-based payment nonvested award, cost not yet recognized           $ 5,000    
Share-based payment nonvested award cost not yet recognized, period for recognition           1 year    
Weighted-average grant date fair value, Granted [1]           $ 6.08 $ 6.5  
Restricted Stock Units (RSUs) [Member] | 2021 Equity And Incentive Plan [Member] | Soho House Bond Limited                
Share Based Compensation [Line Items]                
Number of Shares Outstanding           1,839,379 2,327,384  
Performance Shares [Member] | 2021 Equity And Incentive Plan [Member]                
Share Based Compensation [Line Items]                
Share-based compensation grants in period, gross           630,158    
Type III modifications [Member]                
Share Based Compensation [Line Items]                
Share-based compensation expense           $ 0 $ 1,843 $ 1,902
Type I modifications [Member]                
Share Based Compensation [Line Items]                
Modified Fair Value $ 200   $ 2,200          
Incremental Modified Fair Value     $ 1,500          
[1] The amount of share-based compensation for the RSUs and PSUs is based on the fair value of our Class A common stock at the grant date.
v3.25.1
Share-Based Compensation - Summary of Share-Based Compensation (Detail) - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
Aug. 31, 2023
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Total share-based compensation expense $ 2,000 $ 16,023 $ 20,230 $ 27,681
Tax benefit for share-based compensation expense   0 0 0
Share-based compensation expense, net of tax   16,023 20,230 27,681
Stock Appreciation Rights (SARs)        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Total share-based compensation expense   2,377 7,485 9,425
Growth Shares [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Total share-based compensation expense   0 1,101 2,285
Restricted Stock Units (RSUs) [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Total share-based compensation expense   12,288 8,446 12,595
Performance Shares [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Share-based compensation expense, net of tax   0 0 0
Type III modifications [Member]        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Total share-based compensation expense   0 1,843 1,902
Employer-related payroll expense [Member]f        
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]        
Total share-based compensation expense [1]   $ 1,358 $ 1,355 $ 1,474
[1] Relates to employment related taxes, including employer national insurance tax in the UK. These amounts were settled in cash and are not included in additional paid-in capital or as an adjustment to reconcile net loss to net cash used in operating activities in the consolidated statements of cash flows.
v3.25.1
Share-Based Compensation - Assumptions Used in Applying Pricing Model (Details) - Restricted Stock [Member] - USD ($)
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Expected volatility [1] 76.00%   56.00%
Expected Volatility Rate, Minimum [1]   55.00%  
Expected Volatility Rate, Maximum [1]   59.00%  
Risk Free Interest Rate, Minimum [2] 4.17% 3.54% 3.78%
Risk Free Interest Rate, Maximum [2] 4.29% 5.01% 4.25%
Expected dividend yield [3] $ 0 $ 0 $ 0
Maximum [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Expected average life [4] 4 years 9 months 21 days 5 years 6 months 21 days 6 years 3 months 18 days
Minimum [Member]      
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Expected average life [4] 3 years 2 months 15 days 1 year 8 months 12 days 3 years 11 months 1 day
[1] The expected volatility assumption is developed using leverage-adjusted historical volatilities for public peer companies, reflecting the expected life of the awards.
[2] The risk-free rate is based on the U.S. Treasury bootstrap adjusted yield curve at the valuation date, with terms matched to the expected life of the awards
[3] The expected dividend yield is 0.0% since the Company does not expect to pay dividends
[4] The expected life assumption is based on the Company's expectation for the period prior to exercise.
v3.25.1
Share-Based Compensation - Summary of Stock Option Activity (Details) - Stock Appreciation Rights (SARs) [Member] - 2020 Equity And Incentive Plan [Member] - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Number of Shares, Outstanding as of Beginning balance 6,498,915 5,290,719  
Number of Shares, Granted 0 3,113,109  
Number of Shares, Exercised (594,810) (802,482)  
Number of Shares, Expired 0 (993,753)  
Number of Shares, Forfeited (post-IPO conversion) (64,401) (108,678)  
Number of Shares, Outstanding as of Ending balance 5,839,704 6,498,915 5,290,719
Number of Shares, Exercisable as of Ending balance 5,055,334 4,426,827  
Number of Shares, Vested and expected to vest as of Ending balance 5,839,704 6,498,915  
Weighted Average Exercise Price Per Share, Beginning Balance [1] $ 5.94 $ 7.49  
Weighted Average Exercise Price per Share, Granted [1] 0 5  
Weighted Average Exercise Price per Share, Exercised [1] 4.73 4.31  
Weighted Average Exercise Price Per Share, Expired [1] 0 12.55  
Weighted Average Exercise Price Per Share, Forfeited [1] 5 5.73  
Weighted Average Exercise Price Per Share, Ending Balance [1] 5.64 5.94 $ 7.49
Weighted Average Exercise Price Per Share, Exercisable as of Ending balance [1] 5.74 5.62  
Weighted Average Exercise Price Per Share, Vested and expected to vest as of Ending balance [1] $ 5.64 $ 5.94  
Option Outstanding, Weighted Average Remaining Contractual Term 6 years 2 months 8 days 6 years 10 months 17 days 5 years 7 months 28 days
Ending exercisable, Weighted Average Remaining Contractual Term 5 years 10 months 24 days 5 years 10 months 17 days  
Options vested and expected to vest, Weighted Average Remaining Contractual Term 6 years 2 months 8 days 6 years 10 months 17 days  
Option outstanding, Aggregate Intrinsic Value $ 13,673,022 $ 13,853,270 $ 0
Ending exercisable, Aggregate Intrinsic Value 11,641,504 10,664,618  
Options vested and expected to vest, Aggregate Intrinsic Value $ 13,673,022 $ 13,853,270  
[1] The amount of share-based compensation for the RSUs and PSUs is based on the fair value of our Class A common stock at the grant date.
v3.25.1
Share-Based Compensation - Summary Of All Restricted Stock Awards (Details) - Restricted Stock [Member] - 2020 Equity And Incentive Plan [Member] - $ / shares
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Number of Shares, Nonvested as of Beginning Balance 0 130,288  
Number of Shares, Outstanding as of Beginning balance 0 146,574  
Number of Shares, Granted 0 0  
Number of Shares, Vested 0 (130,288)  
Number of Shares, Forfeited 0 0  
Number of Shares, Nonvested as of, Ending Balance (0) 0 130,288
Vested and not yet released as of Ending balance 0 0 16,286
Number of Shares, Outstanding as of Ending balance (0) 0 146,574
Weighted Average Grant Date Fair Value, Nonvested as of as of Beginning Balance $ 0 $ 13.28  
Weighted Average Exercise Price Per Share, Beginning Balance 0 12.38  
Weighted-average grant date fair value, Granted 0 0  
Weighted Average Grant Date Fair Value, Vested 0 13.28  
Weighted Average Grant Date Fair Value, Forfeited   0  
Weighted Average Grant Date Fair Value, Nonvested as of , Ending Balance 0 0 $ 13.28
Weighted Average Grant Date Fair Value, Vested and not yet released 0 0 5.19
Weighted Average Exercise Price Per Share, Ending Balance $ 0 $ 0 $ 12.38
v3.25.1
Share-Based Compensations - Summary Of All RSUs Granted (Details) - Restricted Stock Units (RSUs) [Member] - 2021 Equity And Incentive Plan [Member] - $ / shares
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Share Based Compensation [Line Items]      
Number of Shares, Outstanding as of Beginning balance 2,327,384 2,998,865  
Granted 1,535,074 1,023,030  
Vested (1,568,868) (1,437,153)  
Forfeited (45,877) 0  
Number of Shares, Nonvested as of Ending Balance 1,689,379 1,769,050 2,183,173
Vested and not yet released as of Ending balance 150,000 558,334 815,692
Number of Shares, Outstanding as of Ending balance 1,839,379 2,327,384 2,998,865
Weighted Average Grant Date Fair Value, Nonvested as of as of Beginning Balance [1] $ 8.57 $ 8.44  
Weighted-average grant date fair value, Granted [1] 6.08 6.5  
Weighted Average Grant Date Fair Value, Vested [1] 7.51 7.29  
Weighted Average Grant Date Fair Value, Forfeited [1] 6.24 0  
Weighted Average Grant Date Fair Value, Nonvested as of , Ending Balance [1] 7.36 8.57 $ 8.44
Weighted Average Grant Date Fair Value, Vested and not yet released [1] 4.03 4.72 4.76
Weighted Average Exercise Price Per Share, Ending Balance [1] $ 7.36 $ 8.57 $ 7.44
[1] The amount of share-based compensation for the RSUs and PSUs is based on the fair value of our Class A common stock at the grant date.
v3.25.1
SHHL C Ordinary Shares - Additional Information (Detail) - shares
Dec. 29, 2024
Dec. 31, 2023
Common Class A [Member]    
Temporary Equity [Line Items]    
Common stock shares outstanding 52,731,922 53,741,731
Common Class B [Member]    
Temporary Equity [Line Items]    
Common stock shares outstanding 141,500,385 141,500,385
v3.25.1
Loss Per Share and Shareholders' Equity (Deficit) - Schedule of Changes in each Class of Redeemable Preferred Shares, Ordinary Shares and Common Stock (Details) - MCG Common Stock [Member] - shares
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Common Class A [Member]      
Beginning Balance, Shares 53,741,731 53,722,597 61,029,730
Share-based compensation, net of tax 2,150,366 2,019,134 1,159,987
Shares repurchased (3,160,175) (2,000,000) (8,467,120)
Ending Balance, Shares 52,731,922 53,741,731 53,722,597
Common Class B [Member]      
Beginning Balance, Shares 141,500,385 141,500,385 141,500,385
Share-based compensation, net of tax
Shares repurchased
Ending Balance, Shares 141,500,385 141,500,385 141,500,385
v3.25.1
Loss Per Share and Shareholders' Equity (Deficit) - Schedule of Reconciliation of the Loss and Number of Shares Basic and Diluted Loss Per Shares (Detail) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]      
Net Income (Loss) $ (162,968) $ (130,543) $ (224,157)
Weighted average shares outstanding for basic loss per share for Class A and Class B common stockholders 195,160 195,590 199,985
Weighted average shares outstanding for diluted loss per share for Class A and Class B common stockholders 195,160 195,590 199,985
Basic loss per share $ (0.84) $ (0.67) $ (1.12)
Diluted loss per share $ (0.84) $ (0.67) $ (1.12)
Common Class A [Member]      
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]      
Net loss attributable to common stockholders $ (162,968) $ (130,543) $ (224,157)
Weighted average shares outstanding for diluted loss per share for Class A and Class B common stockholders 195,160,322 195,589,859 199,985,264
Common Class B [Member]      
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]      
Net loss attributable to common stockholders $ (162,968) $ (130,543) $ (224,157)
Weighted average shares outstanding for diluted loss per share for Class A and Class B common stockholders 195,160,322 195,589,859 199,985,264
v3.25.1
Loss Per Share and Shareholders' Equity (Deficit) - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Millions
 1 Months Ended 12 Months Ended
Sep. 20, 2023
Sep. 30, 2023
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Feb. 09, 2024
Class of Stock [Line Items]            
Share Repurchase Value $ 12     $ 50    
Share repurchase authorization amount           $ 50
Common Class A [Member]            
Class of Stock [Line Items]            
Common stock par or stated value per share     $ 0.01 $ 0.01    
Common stock shares outstanding     52,731,922 53,741,731    
Common stock shares issued     66,359,217 62,189,717    
Stock repurchase program     $ 50      
Share repurchase 2,000,000 2,000,000     8,467,120  
Number of repurchased shares     3,160,175      
Share Repurchase Value   $ 12 $ 17   $ 50  
Common Class B [Member]            
Class of Stock [Line Items]            
Common stock par or stated value per share     $ 0.01 $ 0.01    
Common stock shares outstanding     141,500,385 141,500,385    
Common stock shares issued     141,500,385 141,500,385    
v3.25.1
Commitments and Contingencies - Additional Information (Detail)
€ in Thousands, £ in Millions, $ in Millions
 12 Months Ended
Dec. 29, 2024
USD ($)
Jan. 01, 2023
USD ($)
Dec. 29, 2024
GBP (£)
Dec. 31, 2023
USD ($)
Dec. 12, 2023
EUR (€)
Dec. 07, 2017
USD ($)
Partners
Other Commitments [Line Items]            
Number of Partners | Partners           2
Long-term Line of Credit, Noncurrent           $ 33.5
Proceeds from business interruption insurance   $ 1.0        
Recoveries in connection with property damage insurance   $ 1.0        
Mirador Barcel S.L [Member]            
Other Commitments [Line Items]            
Loan Further Refinanced And Replaced | €         € 53,850  
Raycliff Red LLP [Member]            
Other Commitments [Line Items]            
Long-term Construction Loan $ 26.0   £ 21      
Insurance Claims [Member] | Maximum [Member]            
Other Commitments [Line Items]            
Proceeds from business interruption insurance 1.0          
Soho House [Member]            
Other Commitments [Line Items]            
Property And Equipment Written off 6.0          
Soho House [Member] | Portland [Member] | Expenditure To Be Incurred On Construction And Site Development [Member]            
Other Commitments [Line Items]            
Capital expenditure commitments contracted for but not yet incurred       $ 3.0    
Soho House [Member] | Portland [Member] | Maximum [Member] | Expenditure To Be Incurred On Construction And Site Development [Member]            
Other Commitments [Line Items]            
Capital expenditure commitments contracted for but not yet incurred $ 1.0          
v3.25.1
Defined Contribution Plan (Additional Information) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Retirement Benefits [Abstract]      
Plan charges $ 17,000 $ 15,000 $ 12,000
Outstanding or prepaid contributions in pension plan $ 0 $ 0 $ 0
v3.25.1
Income Taxes - Schedule of components of loss before income taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Income Tax Disclosure [Abstract]      
Domestic $ (35,503) $ (78,045) $ (3,191)
Foreign (114,747) (40,822) (215,035)
Loss before income taxes $ (150,250) $ (118,867) $ (218,226)
v3.25.1
Income Taxes - Schedule of provision for income taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Current tax expense      
Domestic $ 13,987 $ (59) $ 2,240
Foreign 3,158 11,477 2,654
Total current 17,145 11,418 4,894
Deferred tax expense (benefit)      
Domestic (225) (690) 690
Foreign (3,602) 83 (453)
Total deferred (3,827) (607) 237
Total income tax expense (benefit) $ 13,318 $ 10,811 $ 5,131
Effective income tax rate (9.00%) (9.00%) (2.00%)
v3.25.1
Income Taxes - Schedule of effective income tax rate reconciliation (Details)
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Income Tax Disclosure [Abstract]      
Benefit at US statutory income tax rate 21.00% 21.00% 21.00%
Permanent differences (2.00%) (3.00%) (2.00%)
Change in unrecognized tax benefits (8.00%) (22.00%) 0.00%
Movement in valuation allowances (18.00%) (5.00%) (9.00%)
Differences in tax rates in other jurisdictions 2.00% 3.00% (1.00%)
Non deductible expenses (1.00%) (3.00%) 0.00%
True up (1.00%) 1.00% 0.00%
Loss of tax attributes 0.00% 0.00% (13.00%)
State and local (2.00%) (1.00%) 0.00%
Other 0.00% 0.00% 2.00%
Effective income tax rate (9.00%) (9.00%) (2.00%)
v3.25.1
Income Taxes - Schedule of deferred tax assets and liabilities (Details) - USD ($)
$ in Thousands
Dec. 29, 2024
Dec. 31, 2023
Deferred tax assets    
Property and equipment, net $ 36,673 $ 35,077
Other short term differences 29,335 31,059
Lease liability 337,562 329,162
Interest limitation carryforward 90,944 55,223
Tax losses 125,059 104,214
Total gross deferred tax assets 619,573 554,735
Valuation Allowance (235,255) (187,743)
Total deferred tax assets 384,318 366,992
Deferred tax liabilities    
Property and equipment, net (24,302) (29,136)
Intangible assets (13,745) (13,735)
Right of use asset (342,116) (323,744)
Other (1,135) (1,147)
Total gross deferred tax liabilities (381,298) (367,762)
Total net deferred tax asset (liabilities)   (770)
Total Net Deferred Tax Asset Liabilities 3,020  
Non-current deferred tax assets 5,306 740
Non-current deferred tax liabilities (2,286) $ (1,510)
Total net deferred tax asset (liabilities) $ 3,020  
v3.25.1
Income Taxes - Additional Information (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Dec. 31, 2024
Aug. 31, 2022
Income Tax Contingency [Line Items]          
Tax losses $ 125,059 $ 104,214      
Interest limitation carryforward 90,944 55,223      
Valuation Allowance 235,255 187,743      
Net increase 40,000 31,000      
Unrecognized tax benefits increased 40,000 31,000      
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense 4,000 0 $ 0    
Deferred Tax Assets, Increase in Valuation Allowance 50,000        
Deferred Tax Assets, offset by a Decrease 2,000        
Valuation allowance for deferred tax assets increased 48,000        
Uncertain tax positions, liability $ 87,000 47,000 16,000    
minimum effective tax rate         15.00%
Global Minimum Tax Rate 15.00%        
Excise Tax         1.00%
US [Member]          
Income Tax Contingency [Line Items]          
Interest limitation carryforward $ 88,000        
Tax losses not subject to expiration 176,000 221,000      
Valuation Allowance   108,000      
US [Member] | Federal [Member]          
Income Tax Contingency [Line Items]          
Interest limitation carryforward   46,000      
US [Member] | State [Member]          
Income Tax Contingency [Line Items]          
Interest limitation carryforward 275,000 250,000      
Tax losses not subject to expiration 226,000 176,000      
United Kingdom          
Income Tax Contingency [Line Items]          
Tax losses 28,000        
Interest limitation carryforward 3,000        
Tax losses not subject to expiration 113,000 29,000      
Interest limitation carryforward not to expire 12,000 32,000      
Valuation Allowance   49,000   $ 59,000  
Trading Losses     $ 29,000    
Rest of the World [Member]          
Income Tax Contingency [Line Items]          
Valuation Allowance 27,000 18,000      
Undistributed Earnings, Basic, Total 0        
Hong Kong [Member]          
Income Tax Contingency [Line Items]          
Tax losses 12,000        
Tax losses not subject to expiration 75,000 67,000      
Valuation Allowance   $ 12,000   $ 13,000  
Soho House US Corporation [Member]          
Income Tax Contingency [Line Items]          
Tax losses 125,000        
Uncertain tax positions, liability 14,000        
Minimum [Member]          
Income Tax Contingency [Line Items]          
Tax losses 59,000        
Minimum [Member] | US [Member]          
Income Tax Contingency [Line Items]          
Valuation Allowance 136,000        
Maximum [Member] | United Kingdom          
Income Tax Contingency [Line Items]          
Interest limitation carryforward $ 91,000        
v3.25.1
Income Taxes - Summary of Unrecognized Tax Beneifts - Summary of Unrecognized Tax Beneifts (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Income Tax Disclosure [Abstract]      
Balance at beginning of year $ 46,889 $ 15,841 $ 15,129
Additions related to the current year 19,288 11,917 5,359
Additions related to the prior years 30,600 17,899 0
Reductions related to prior year positions (3,818) (95) 0
Reductions due to expiry of statute of limitations (5,126) (176) (3,014)
Change in tax rate 0 0 0
Foreign exchange (765) 1,503 (1,633)
Balance at end of year $ 87,068 $ 46,889 $ 15,841
v3.25.1
Segments - Additional Information (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Segment Reporting Information [Line Items]      
Loss on impairment of Goodwill (Note 9) $ 6,204 $ 0 $ 0
Impairment Loss, Operating Lease Assets [1]   (47,772)  
Soho House Design      
Segment Reporting Information [Line Items]      
Loss on impairment of Goodwill (Note 9) 14,000 48,000  
Impairment Loss, Operating Lease Assets 11,000 32,000  
Impairment of Property and Equipment 3,000 16,000  
Americas      
Segment Reporting Information [Line Items]      
Loss on impairment of Goodwill (Note 9) 14,000 39,000  
United Kingdom      
Segment Reporting Information [Line Items]      
Loss on impairment of Goodwill (Note 9) $ 1,000 4,000  
Asia      
Segment Reporting Information [Line Items]      
Loss on impairment of Goodwill (Note 9)   $ 5,000  
[1] During Fiscal 2023, the Company recognized $48 million of impairment losses on long-lived assets (comprised of $32 million in respect of Operating lease assets and $16 million of Property and equipment, net), of which $39 million is in respect of Soho Works North America.
v3.25.1
Segments - Summary of Disaggregated Revenue (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Segment Reporting, Revenue Reconciling Item [Line Items]      
Consolidated revenue $ 1,203,814 $ 1,125,134 $ 976,003
Membership      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Segment revenue 431,720 369,334 283,679
Membership | UK      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Segment revenue 122,432 104,396 76,603
Membership | Europe & ROW      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Segment revenue 53,064 45,648 31,485
Membership | Reportable Segment      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Segment revenue 381,836 327,311 247,724
Membership | All Other      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Segment revenue 49,884 42,023 35,955
In-House      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Segment revenue 507,379 507,894 448,239
In-House | UK      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Segment revenue 182,949 182,363 166,016
In-House | Europe & ROW      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Segment revenue 118,022 122,359 88,240
In-House | Reportable Segment      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Segment revenue 507,379 507,894 448,239
In-House | All Other      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Segment revenue 0 0 0
Other      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Segment revenue 317,832 299,732 289,359
Other | UK      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Segment revenue 70,657 70,497 65,010
Other | Europe & ROW      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Segment revenue 60,645 43,982 38,408
Other | Reportable Segment      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Segment revenue 206,741 190,545 174,107
Other | All Other      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Segment revenue $ 111,091 $ 109,187 $ 115,252
v3.25.1
Segments - Summary of Reconciliation of Reportable Segment Adjusted EBITDA to Total Consolidated Segment Revenue (Detail) - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
Aug. 31, 2023
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Revenues [Abstract]        
Revenue   $ 1,203,814 $ 1,125,134 $ 976,003
Total consolidated segment revenue   1,203,814 1,125,134 976,003
Cost of Revenue [Abstract]        
Total segment operating expenses   (914,663) (849,372) (782,630)
Other segment items   (101,619) [1] (99,706) [2] (71,193) [3]
Share of equity method investments adjusted EBITDA   10,713 9,319 7,577
Reportable segments adjusted EBITDA   198,245 185,375 129,757
Unallocated corporate overhead   (46,235) (43,946) (43,522)
Consolidated Segmental EBITDA   152,010 141,429 86,235
Depreciation and amortization   (101,521) (111,281) (99,915)
Interest expense, net   (83,531) (84,136) (71,518)
Income tax expense   (13,318) (10,811) (5,131)
Gain (loss) on sale of property and other, net   (1,768) (1,038) 390
Share of income of equity method investments   5,090 1,900 3,941
Foreign exchange   (22,708) 36,196 (69,600) [4]
Pre-opening expenses   (15,626) (18,679) (14,078)
Non-cash rent   (6,690) [5] (1,785) [6] (7,877)
Deferred registration fees, net   1,873 1,855 (924)
Share of equity method investments adjusted EBITDA   (10,713) (9,319) (7,577)
Share-based compensation expense $ (2,000) (16,023) (20,230) (27,681)
Share-based compensation expense   (16,023) (20,230) (22,675)
Loss on impairment of long lived assets and intangible assets   32,345 47,772 0
Loss on impairment [7]     (47,772)  
Loss on impairment of long lived assets and intangible assets   (32,345) [8] (47,772) 0
Loss on impairment of Goodwill   (6,204) [9] 0 0
Other expenses, net   (12,094) [9] (6,007) [10] (14,628) [11]
Net loss   (163,568) (129,678) (223,357)
The Americas        
Revenues [Abstract]        
Total consolidated segment revenue   473,445 441,094 389,389
Cost of Revenue [Abstract]        
Total segment operating expenses   (333,601) (320,315) (294,109)
Other segment items   (63,238) [1] (50,338) [2] (27,531) [3]
Share of equity method investments adjusted EBITDA   3,949 3,036 2,610
Reportable segments adjusted EBITDA   80,555 73,477 70,359
UK        
Revenues [Abstract]        
Total consolidated segment revenue   368,196 349,570 299,929
Cost of Revenue [Abstract]        
Total segment operating expenses   (259,614) (237,051) (223,799)
Other segment items   12,753 [1] 4,420 [2] (15,468) [3]
Share of equity method investments adjusted EBITDA   1,148 1,239 1,142
Reportable segments adjusted EBITDA   122,483 118,178 61,804
Europe & ROW        
Revenues [Abstract]        
Total consolidated segment revenue   201,198 183,260 135,478
Cost of Revenue [Abstract]        
Total segment operating expenses   (180,919) (160,346) (123,343)
Other segment items   (18,321) [1] (16,808) [2] (4,631) [3]
Share of equity method investments adjusted EBITDA   5,616 5,044 3,825
Reportable segments adjusted EBITDA   7,574 11,150 11,329
Reportable Segment        
Revenues [Abstract]        
Total consolidated segment revenue   1,042,839 973,924 824,796
Cost of Revenue [Abstract]        
Total segment operating expenses   (774,134) (717,712) (641,251)
Other segment items   (68,806) [1] (62,726) [2] (47,630) [3]
Share of equity method investments adjusted EBITDA   10,713 9,319 7,577
Reportable segments adjusted EBITDA   210,612 202,805 143,492
All Other        
Revenues [Abstract]        
Total consolidated segment revenue   160,975 151,210 151,207
Cost of Revenue [Abstract]        
Total segment operating expenses   (140,529) (131,660) (141,379)
Other segment items   (32,813) [1] (36,980) [2] (23,563) [3]
Share of equity method investments adjusted EBITDA   0 0 0
Reportable segments adjusted EBITDA   (12,367) (17,430) (13,735)
Membership        
Revenues [Abstract]        
Segment revenue   431,720 369,334 283,679
Membership | The Americas        
Revenues [Abstract]        
Segment revenue   206,340 177,267 139,636
Membership | UK        
Revenues [Abstract]        
Segment revenue   122,432 104,396 76,603
Membership | Europe & ROW        
Revenues [Abstract]        
Segment revenue   53,064 45,648 31,485
Membership | Reportable Segment        
Revenues [Abstract]        
Segment revenue   381,836 327,311 247,724
Membership | All Other        
Revenues [Abstract]        
Segment revenue   49,884 42,023 35,955
In-House        
Revenues [Abstract]        
Segment revenue   507,379 507,894 448,239
Cost of Revenue [Abstract]        
Operating Expenses   (638,342) (592,475) (530,729)
In-House | The Americas        
Revenues [Abstract]        
Segment revenue   206,408 203,172 193,983
Cost of Revenue [Abstract]        
Operating Expenses   (281,028) (263,488) (243,216)
In-House | UK        
Revenues [Abstract]        
Segment revenue   182,949 182,363 166,016
Cost of Revenue [Abstract]        
Operating Expenses   (220,057) (196,126) (185,566)
In-House | Europe & ROW        
Revenues [Abstract]        
Segment revenue   118,022 122,359 88,240
Cost of Revenue [Abstract]        
Operating Expenses   (134,797) (131,084) (99,160)
In-House | Reportable Segment        
Revenues [Abstract]        
Segment revenue   507,379 507,894 448,239
Cost of Revenue [Abstract]        
Operating Expenses   (635,882) (590,698) (527,942)
In-House | All Other        
Revenues [Abstract]        
Segment revenue   0 0 0
Cost of Revenue [Abstract]        
Operating Expenses   (2,460) (1,777) (2,787)
Other        
Revenues [Abstract]        
Segment revenue   317,832 299,732 289,359
Cost of Revenue [Abstract]        
Operating Expenses   (276,321) (256,897) (251,901)
Other | The Americas        
Revenues [Abstract]        
Segment revenue   75,439 76,066 70,689
Cost of Revenue [Abstract]        
Operating Expenses   (52,573) (56,827) (50,893)
Other | UK        
Revenues [Abstract]        
Segment revenue   70,657 70,497 65,010
Cost of Revenue [Abstract]        
Operating Expenses   (39,557) (40,925) (38,233)
Other | Europe & ROW        
Revenues [Abstract]        
Segment revenue   60,645 43,982 38,408
Cost of Revenue [Abstract]        
Operating Expenses   (46,122) (29,262) (24,183)
Other | Reportable Segment        
Revenues [Abstract]        
Segment revenue   206,741 190,545 174,107
Cost of Revenue [Abstract]        
Operating Expenses   (138,252) (127,014) (113,309)
Other | All Other        
Revenues [Abstract]        
Segment revenue   111,091 109,187 115,252
Cost of Revenue [Abstract]        
Operating Expenses   (138,069) (129,883) (138,592)
Elimination of equity accounted revenue        
Revenues [Abstract]        
Revenue   (53,117) (51,826) (45,274)
Elimination of equity accounted revenue | The Americas        
Revenues [Abstract]        
Revenue   (14,742) (15,411) (14,919)
Elimination of equity accounted revenue | UK        
Revenues [Abstract]        
Revenue   (7,842) (7,686) (7,700)
Elimination of equity accounted revenue | Europe & ROW        
Revenues [Abstract]        
Revenue   (30,533) (28,729) (22,655)
Elimination of equity accounted revenue | Reportable Segment        
Revenues [Abstract]        
Revenue   (53,117) (51,826) (45,274)
Elimination of equity accounted revenue | All Other        
Revenues [Abstract]        
Revenue   $ 0 $ 0 $ 0
[1] Other segment items mainly relate to depreciation and amortization, interest expense, net and other, net.
[2] Other segment items mainly relate to depreciation and amortization, interest expense, net and other, net.
[3] Other segment items mainly relate to depreciation and amortization, interest expense, net and other, net.
[4] Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies – Basis of Presentation.
[5] Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies – Basis of Presentation.
[6] Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies - Basis of Presentation.
[7] During Fiscal 2023, the Company recognized $48 million of impairment losses on long-lived assets (comprised of $32 million in respect of Operating lease assets and $16 million of Property and equipment, net), of which $39 million is in respect of Soho Works North America.
[8] Following the Company's impairment review, the Company recognized $14 million of impairment losses on long-lived assets (comprised of $11 million in respect of Operating lease assets and $3 million of Property and equipment, net), of which $14 million is in respect of Soho Works North America and $1 million related to a UK restaurant site. Further, the Company recognized $18 million of impairment losses on intangible assets related to the termination of two hotel management contracts and impairment on four LINE and Saguaro hotel management contracts.
[9] The Company recognized impairment losses of $6 million on goodwill related to the LINE and Saguaro and Soho Roc House reporting units
[10] In November 2023, the Company entered into a 10-year licensing agreement with a third party to manufacture and distribute the Company’s Cowshed brand, commencing January 1, 2024. This agreement has restricted the Company’s ability to sell certain inventories it acquired prior to entering into the agreement. As such, the Company has provided in full for the $5 million of inventory it is unable to recover as a result of the entering into the agreement. This is presented within other, net in the consolidated statement of operations for Fiscal 2023.
[11] Other expenses, net includes share-based compensation and severance expense incurred related to the departure of the former Chief Operating Officer ($4 million) and another former employee ($1 million) of the Company of $5 million for fiscal year ended January 1, 2023. This balance is reported within share-based compensation expense in the consolidated statement of operations for the fiscal year ended January 1, 2023.
v3.25.1
Segments - Summary of Reconciliation of Reportable Segment Adjusted EBITDA to Total Consolidated Segment Revenue (Parenthetical) (Details) - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
Nov. 30, 2023
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Loss on impairment of Goodwill (Note 9)   $ 6,204 $ 0 $ 0
Other expenses       5,000
Operating lease, right-of-use asset   1,135,810 1,152,288  
Operating Lease, Impairment Loss [1]     (47,772)  
Unable To Recover Of Inventory $ 5,000   5,000  
Impairment Loss, Operating Lease Assets [1]     (47,772)  
In-House operating expenses   638,342 592,475 530,729
Foreign currency translation adjustment   5,448 (25,077) 47,550
Professional service fees        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Other expenses   2,000    
Strategic reorganization program cost        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Other expenses   7,000    
Soho Works North America        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Loss on impairment of Goodwill (Note 9)   14,000    
Operating lease, right-of-use asset   11,000    
Operating Lease, Impairment Loss   3,000 39,000  
Impairment Loss, Operating Lease Assets   3,000 39,000  
Property and equipment, net   14,000    
LINE and Saguaro and Soho Roc House        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Loss on impairment of Goodwill (Note 9)   6,000    
Termination of Two Hotel Management Contracts [Member]        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Loss on impairment of Goodwill (Note 9)   18,000    
UK restaurant site        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Property and equipment, net   1,000    
Long-Lived Assets [Member]        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Operating Lease, Impairment Loss   14,000 48,000  
Impairment Loss, Operating Lease Assets   14,000 48,000  
Property and equipment, net   $ 3,000 16,000  
Property, Plant and Equipment        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Operating Lease, Impairment Loss     16,000  
Impairment Loss, Operating Lease Assets     16,000  
Operating Lease Assets        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Operating Lease, Impairment Loss     32,000  
Impairment Loss, Operating Lease Assets     $ 32,000  
Chief Operating Officer        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Other expenses       4,000
Former Employee        
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]        
Other expenses       $ 1,000
[1] During Fiscal 2023, the Company recognized $48 million of impairment losses on long-lived assets (comprised of $32 million in respect of Operating lease assets and $16 million of Property and equipment, net), of which $39 million is in respect of Soho Works North America.
v3.25.1
Segments - Summary of Long-lived Asset Information By Geographic Area (Detail) - USD ($)
$ in Thousands
Dec. 29, 2024
Dec. 31, 2023
Segment Reporting Information [Line Items]    
Long-lived assets by geography $ 1,747,297 $ 1,795,371
United Kingdom    
Segment Reporting Information [Line Items]    
Long-lived assets by geography 548,996 556,628
The Americas    
Segment Reporting Information [Line Items]    
Long-lived assets by geography 868,883 873,547
Europe    
Segment Reporting Information [Line Items]    
Long-lived assets by geography 294,394 317,502
Asia    
Segment Reporting Information [Line Items]    
Long-lived assets by geography $ 35,024 $ 47,694
v3.25.1
Related Party Transactions - Additional Information (Detail) - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
Sep. 20, 2023
May 03, 2019
Apr. 19, 2019
Sep. 30, 2023
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Jan. 02, 2022
Related Party Transaction [Line Items]                
Accounts receivable         $ 78,890 $ 58,089    
Current assets         388,401 388,740    
Prepaid expenses and other current assets         98,774 111,949    
In-House operating expenses         638,342 592,475 $ 530,729  
Revenue         1,203,814 1,125,134 976,003  
Operating lease, right-of-use asset         1,135,810 1,152,288    
Operating lease, liability         1,358,167      
Receivable           4,000    
Payable to Related Party         $ 75,987 70,316    
Operating leases, rent expense             1,000  
Lessee, operating lease, option to extend         multiple     This lease was extended for an additional 5 years in Fiscal 2022.
Share repurchase, value $ 12,000         50,000    
Ned New York [Member]                
Related Party Transaction [Line Items]                
Management Fee Income         $ 2,000 2,000 $ 1,000  
Receivable         $ 6,000      
Maximum [Member]                
Related Party Transaction [Line Items]                
Lessee, Operating Lease, Renewal Term         10 years      
Lessee, operating lease, term of contract         30 years      
Minimum [Member]                
Related Party Transaction [Line Items]                
Lessee, Operating Lease, Renewal Term         5 years      
Lessee, operating lease, term of contract         1 year      
Common Class A [Member]                
Related Party Transaction [Line Items]                
Share repurchase, shares 2,000,000     2,000,000     8,467,120  
Share repurchase, value       $ 12,000 $ 17,000   $ 50,000  
Sites Trading More Than One Year [Member]                
Related Party Transaction [Line Items]                
Short term lease liability         57,078 49,436    
Design Service Management Agreements with Related Parties [Member] | Sites Trading More Than One Year [Member]                
Related Party Transaction [Line Items]                
Short term lease liability         34,000 225,000    
Soho House [Member]                
Related Party Transaction [Line Items]                
Revenue Recogniation Cost         5,000 4,000 4,000  
Soho House [Member] | Washington Street Owner LLC [Member]                
Related Party Transaction [Line Items]                
Variable Lease Payment, Terms and Conditions     15 years          
Rent expense associated with lease         $ 7,000 6,000 5,000  
Operating lease, right-of-use asset           35,000    
Operating lease, liability           54,000    
Lease expiration date     Mar. 31, 2036          
Soho House [Member] | Le Vallauris Restaurant [Member]                
Related Party Transaction [Line Items]                
Variable Lease Payment, Terms and Conditions         15 years      
Rent expense associated with lease         $ 1,000 1,000 1,000  
Operating lease, right-of-use asset         4,000   6,000  
Operating lease, liability         $ 4,000   7,000  
Lease expiration date         Mar. 16, 2037      
Soho House [Member] | Tel Aviv House [Member]                
Related Party Transaction [Line Items]                
Variable Lease Payment, Terms and Conditions         19 years      
Rent expense associated with lease         $ 3,000 3,000 3,000  
Operating lease, right-of-use asset           22,000    
Operating lease, liability           22,000    
Lease expiration date         Dec. 15, 2039      
Soho House [Member] | Ned New York [Member]                
Related Party Transaction [Line Items]                
Accounts receivable         $ 1,000 1,000    
Revenue Recognized From The Retail Related Services         $ 1,000 1,000 1,000  
Soho House [Member] | Little House West Hollywood [Member]                
Related Party Transaction [Line Items]                
Variable Lease Payment, Terms and Conditions         25 years      
Rent expense associated with lease         $ 6,000 6,000 5,000  
Operating lease, right-of-use asset           64,000    
Operating lease, liability           68,000    
Soho House [Member] | Willows Historic Palm Springs Inn [Member]                
Related Party Transaction [Line Items]                
Rent expense associated with lease         2,000 2,000    
Accounts receivable         1,000 1,000    
Operating lease, right-of-use asset         8,000 14,000    
Operating lease, liability         $ 8,000 14,000    
Lessee, operating lease, term of contract         15 years      
Lease expiration date         Sep. 14, 2037      
Soho House [Member] | RLAHI LLC [Member]                
Related Party Transaction [Line Items]                
Variable Lease Payment, Terms and Conditions         15 years      
Accounts receivable         $ 1,000 1,000    
Lease options to extend         five-year      
Soho House [Member] | Kenwood Ranch LLC [Member]                
Related Party Transaction [Line Items]                
Variable Lease Payment, Terms and Conditions         15 years      
Accounts receivable           1,000    
Lease options to extend         five-year      
Soho House [Member] | Soho Ludlow Tenant LLC [Member]                
Related Party Transaction [Line Items]                
Variable Lease Payment, Terms and Conditions   27 years            
Rent expense associated with lease         $ 1,000 1,000 1,000  
Operating lease, right-of-use asset         8,000 8,000    
Operating lease, liability         $ 15,000 15,000    
Lease expiration date         May 31, 2046      
Soho House [Member] | Maximum [Member] | Willows Historic Palm Springs Inn [Member]                
Related Party Transaction [Line Items]                
Rent expense associated with lease             1,000  
Soho House Stockholm [Member] | Soho House [Member]                
Related Party Transaction [Line Items]                
Rent expense associated with lease           3,000    
Accounts receivable           3,000    
Operating lease, right-of-use asset           29,000    
Operating lease, liability           30,000    
Raycliff Capital LLC 1 [Member]                
Related Party Transaction [Line Items]                
Accounts payables           4,000    
Accrued revenue           1,000    
Receivable           6,000    
Related Party [Member]                
Related Party Transaction [Line Items]                
Related party receivables and advances due from to related party         $ 9,000      
Current assets         33,000 34,000    
Short term lease liability         3,000 6,000    
Revenue         20,000 17,000 33,000  
Operating lease, right-of-use asset         26,000 192,000    
Related Party [Member] | Operating Expense [Member]                
Related Party Transaction [Line Items]                
In-House operating expenses         22,000 23,000 17,000  
Related Party [Member] | Other Current Assets [Member]                
Related Party Transaction [Line Items]                
Interest free loan         5,000      
Accounts receivable         31,000 26,000    
Prepaid expenses and other current assets         1,000 8,000    
Related Party [Member] | Other Current Liabilities [Member]                
Related Party Transaction [Line Items]                
Payable to Related Party         3,000 6,000    
Related Party [Member] | Sites Trading More Than One Year [Member]                
Related Party Transaction [Line Items]                
Short term lease liability         $ 1,000 5,000    
The Yucaipa Companies LLC [Member] | Soho House [Member]                
Related Party Transaction [Line Items]                
Variable Lease Payment, Terms and Conditions         15 years      
Rent expense associated with lease         $ 2,000 2,000 2,000  
Operating lease, right-of-use asset         6,000 13,000    
Operating lease, liability         $ 8,000 21,000    
Lease expiration date         Mar. 31, 2030      
Yucaipa Companies LLC [Member]                
Related Party Transaction [Line Items]                
Receivable         $ 12,000 6,000    
Management Fees Received         11,000 8,000 8,000  
West Hollywood from GHWHI LLC Member                
Related Party Transaction [Line Items]                
Receivable           1,000    
Ned Doha [Member]                
Related Party Transaction [Line Items]                
Management Fee Income         2,000 1,000 1,000  
Receivable           2,000    
Payable to Related Party           1,000    
Ned Doha [Member] | Maximum [Member]                
Related Party Transaction [Line Items]                
Accrued revenue           1,000    
Soho House Design Services [Member]                
Related Party Transaction [Line Items]                
Receivable         1,000 1,000    
Accounts Payable         1,000 1,000    
Fees received from affiliates         1,000 1,000 15,000  
Management Fees Received         1,000 1,000 4,000  
Soho House Design Services [Member] | Maximum [Member]                
Related Party Transaction [Line Items]                
Receivable         1,000      
Ned-Soho House, LLP [Member]                
Related Party Transaction [Line Items]                
Accrued Revenue Balance         1,000 7,000    
Ned-Soho House, LLP [Member] | Soho House [Member]                
Related Party Transaction [Line Items]                
Accounts receivable         2,000 2,000    
Revenue Recogniation Cost Reimbursements Fee Recevables         10,000 3,000    
Development And Mamangement Fee Payable         3,000 2,000    
Accounts payables         1,000 1,000    
Revenue Recognized From The Retail Related Services         1,000 $ 1,000 1,000  
Redchurch Street Studio [Member] | Minimum [Member]                
Related Party Transaction [Line Items]                
Management Fees Received         $ 1,000   $ 1,000  
v3.25.1
Related Party Transactions - Summary of Details Amounts Owed By (to) Equity Method Investees Due Within One Year (Parenthetical) (Details)
$ in Thousands
Dec. 29, 2024
USD ($)
Dec. 31, 2023
USD ($)
Jan. 02, 2022
EUR (€)
Related Party Transaction [Line Items]      
Equity Method Investments | $ $ 13,217 $ 21,695  
StoreBerlin Limited [Member]      
Related Party Transaction [Line Items]      
Equity method investment, Ownership percentage     50.00%
Equity Method Investments | €     € 1
v3.25.1
Related Party Transactions - Summary of Details Amounts Owed By (to) Equity Method Investees Due Within One Year (Detail) - USD ($)
$ in Thousands
Dec. 29, 2024
Dec. 31, 2023
Related Party Transaction [Line Items]    
Related Party Transaction, Due from (to) Related Party $ (4,544) $ (4,226)
Soho House Toronto Partnership [Member]    
Related Party Transaction [Line Items]    
Related Party Transaction, Due from (to) Related Party 745 608
Raycliff Red LLP [Member]    
Related Party Transaction [Line Items]    
Related Party Transaction, Due from (to) Related Party (6,957) (5,669)
Mirador Barcel S.L [Member]    
Related Party Transaction [Line Items]    
Related Party Transaction, Due from (to) Related Party (1,081) (784)
Little Beach House Barcelona S.L [Member]    
Related Party Transaction [Line Items]    
Related Party Transaction, Due from (to) Related Party (355) (406)
Mimea XXI S.L. [Member]    
Related Party Transaction [Line Items]    
Related Party Transaction, Due from (to) Related Party 961 715
Soho Beach House Canouan Limited [Member]    
Related Party Transaction [Line Items]    
Related Party Transaction, Due from (to) Related Party 673 0
StoreBerlin Limited [Member]    
Related Party Transaction [Line Items]    
Related Party Transaction, Due from (to) Related Party [1] $ 1,470 $ 1,310
[1] The Company owns 50% of Store Berlin and suspended application of the equity method of accounting for Store Berlin as of January 2, 2022, due to the £1 investment balance and given SHCO is not obligated to provide for Store Berlin’s losses, has not guaranteed its obligations, nor otherwise committed to provide financial support. Whilst StoreBerlin has suspended equity method of accounting, the entity continues to have a balance owed by the JV.
v3.25.1
Revision of Prior Period Financial Statements - Consolidated Balance Sheets (Details) - USD ($)
$ in Thousands
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Jan. 02, 2022
Current assets        
Cash and cash equivalents $ 152,716 $ 159,155 $ 180,680  
Restricted cash 3,602 1,951 7,928  
Accounts receivable, net 78,890 58,089    
Inventories 54,419 57,596    
Prepaid expenses and other current assets 98,774 111,949    
Total current assets 388,401 388,740    
Property and equipment, net 598,270 621,388    
Operating lease assets 1,135,810 1,152,288    
Goodwill 195,295 206,285 199,646 $ 214,257
Other intangible assets, net 102,610 127,240    
Equity method investments 13,217 21,695    
Deferred tax assets 5,306 740    
Other non-current assets 4,603 9,483    
Total non-current assets 2,055,111 2,139,119    
Total assets 2,443,512 2,527,859    
Current liabilities        
Accounts payable 75,987 70,316    
Accrued liabilities 98,482 86,314    
Current portion of deferred revenue 134,360 113,755    
Indirect and employee taxes payable 33,889 40,159    
Current portion of debt, net of debt issuance costs 34,618 29,290    
Other current liabilities 39,377 35,831    
Total current liabilities 474,162 426,822    
Debt, net of current portion and debt issuance costs 656,868 635,576    
Property mortgage loans, net of debt issuance costs 137,385 137,099    
Finance lease liabilities, net of current portion 77,255 78,481    
Financing obligation, net of current portion 76,900 76,624    
Deferred revenue, net of current portion 23,697 30,057    
Deferred tax liabilities 2,286 1,510    
Non-current tax liabilities 23,699 5,941    
Total non-current liabilities 2,298,808 2,268,190    
Total liabilities 2,772,970 2,695,012    
Commitments and contingencies (Note 15)    
Shareholders' deficit        
Class A common stock 2,079 2,057    
Additional paid-in capital 1,246,584 1,231,941    
Accumulated deficit (1,539,500) (1,376,532)    
Accumulated other comprehensive loss 35,174 29,641    
Treasury stock (79,396) (62,000)    
Total shareholders' deficit attributable to Soho House & Co Inc. (335,059) (174,893)    
Noncontrolling interest 5,601 7,740    
Total shareholders' deficit (329,458) (167,153) (18,883) 182,192
Total liabilities and shareholders' deficit 2,443,512 2,527,859    
Sites Trading Less Than One Year        
Current liabilities        
Current portion of operating lease liabilities - sites trading more than one year 371 1,721    
Operating lease liabilities, net of current portion - sites trading more than one year 90,081 68,762    
Sites Trading More Than One Year        
Current liabilities        
Current portion of operating lease liabilities - sites trading more than one year 57,078 49,436    
Operating lease liabilities, net of current portion - sites trading more than one year 1,210,637 1,234,140    
As Previously Reported        
Current assets        
Cash and cash equivalents 153,000 161,656 182,115  
Restricted cash 4 1,951 7,928  
Accounts receivable, net   58,158 42,215  
Inventories   60,768 57,848  
Prepaid expenses and other current assets   112,512 91,101  
Total current assets   395,045 381,207  
Property and equipment, net   627,035 647,001  
Operating lease assets   1,150,165 1,085,579  
Goodwill   206,285 199,646  
Other intangible assets, net   127,240 125,968  
Equity method investments   21,695 21,629  
Deferred tax assets   740 295  
Other non-current assets   9,597 6,571  
Total non-current assets   2,142,757 2,086,689  
Total assets   2,537,802 2,467,896  
Current liabilities        
Accounts payable   70,316 80,741  
Accrued liabilities   84,815 84,112  
Current portion of deferred revenue   117,129 91,611  
Indirect and employee taxes payable   38,169 38,088  
Current portion of debt, net of debt issuance costs   29,290 1,005  
Current portion of related party loans   0 24,612  
Other current liabilities   33,633 36,019  
Total current liabilities   424,509 395,800  
Debt, net of current portion and debt issuance costs   635,576 579,904  
Property mortgage loans, net of debt issuance costs   137,099 116,187  
Finance lease liabilities, net of current portion   78,481 76,638  
Financing obligation, net of current portion   76,624 76,239  
Deferred revenue, net of current portion   25,787 27,118  
Deferred tax liabilities   1,510 1,666  
Non-current tax liabilities   5,941 256  
Total non-current liabilities   2,263,920 2,087,472  
Total liabilities   2,688,429 2,483,272  
Commitments and contingencies (Note 15)    
Shareholders' deficit        
Additional paid-in capital   1,231,941 1,213,086  
Accumulated deficit $ 1,540,000 (1,360,365) (1,242,412)  
Accumulated other comprehensive loss   30,000 54,853  
Treasury stock   (62,000) (50,000)  
Total shareholders' deficit attributable to Soho House & Co Inc.   (158,367) (22,436)  
Noncontrolling interest   7,740 7,060  
Total shareholders' deficit   (150,627) (15,376) $ 182,192
Total liabilities and shareholders' deficit   2,537,802 2,467,896  
As Previously Reported | Class A Common Stock        
Shareholders' deficit        
Class A common stock   2,057 2,037  
As Previously Reported | Sites Trading Less Than One Year        
Current liabilities        
Current portion of operating lease liabilities - sites trading more than one year   1,721 4,176  
Operating lease liabilities, net of current portion - sites trading more than one year   68,762 227,158  
As Previously Reported | Sites Trading More Than One Year        
Current liabilities        
Current portion of operating lease liabilities - sites trading more than one year   49,436 35,436  
Operating lease liabilities, net of current portion - sites trading more than one year   1,234,140 982,306  
Adjustment        
Current assets        
Cash and cash equivalents   (2,501) (1,435)  
Restricted cash   0 0  
Accounts receivable, net   (69) 171  
Inventories   (3,172) (1,418)  
Prepaid expenses and other current assets   (563) 104  
Total current assets   (6,305) (2,578)  
Property and equipment, net   (5,647) (1,342)  
Operating lease assets   2,123 0  
Goodwill   0 0  
Other intangible assets, net   0 0  
Equity method investments   0 0  
Deferred tax assets   0 0  
Other non-current assets   (114) (113)  
Total non-current assets   (3,638) (1,455)  
Total assets   (9,943) (4,033)  
Current liabilities        
Accounts payable   0 0  
Accrued liabilities   1,499 1,603  
Current portion of deferred revenue   (3,374) (3,283)  
Indirect and employee taxes payable   1,990 1,155  
Current portion of debt, net of debt issuance costs   0 0  
Current portion of related party loans   0 0  
Other current liabilities   2,198 (1)  
Total current liabilities   2,313 (526)  
Debt, net of current portion and debt issuance costs   0 0  
Property mortgage loans, net of debt issuance costs   0 0  
Finance lease liabilities, net of current portion   0 0  
Financing obligation, net of current portion   0 0  
Deferred revenue, net of current portion   4,270 0  
Deferred tax liabilities   0 0  
Non-current tax liabilities   0 0  
Total non-current liabilities   4,270 0  
Total liabilities   6,583 (526)  
Commitments and contingencies (Note 15)    
Shareholders' deficit        
Additional paid-in capital   0 0  
Accumulated deficit   (16,167) (3,577)  
Accumulated other comprehensive loss   (359) 70  
Treasury stock   0 0  
Total shareholders' deficit attributable to Soho House & Co Inc.   (16,526) (3,507)  
Noncontrolling interest   0 0  
Total shareholders' deficit   (16,526) (3,507)  
Total liabilities and shareholders' deficit   (9,943) (4,033)  
Adjustment | Class A Common Stock        
Shareholders' deficit        
Class A common stock   0 0  
Adjustment | Sites Trading Less Than One Year        
Current liabilities        
Current portion of operating lease liabilities - sites trading more than one year   0 0  
Operating lease liabilities, net of current portion - sites trading more than one year   0 0  
Adjustment | Sites Trading More Than One Year        
Current liabilities        
Current portion of operating lease liabilities - sites trading more than one year   0 0  
Operating lease liabilities, net of current portion - sites trading more than one year   0 0  
As Revised        
Current assets        
Cash and cash equivalents   159,155 180,680  
Restricted cash   1,951 7,928  
Accounts receivable, net   58,089 42,386  
Inventories   57,596 56,430  
Prepaid expenses and other current assets   111,949 91,205  
Total current assets   388,740 378,629  
Property and equipment, net   621,388 645,659  
Operating lease assets   1,152,288 1,085,579  
Goodwill   206,285 199,646  
Other intangible assets, net   127,240 125,968  
Equity method investments   21,695 21,629  
Deferred tax assets   740 295  
Other non-current assets   9,483 6,458  
Total non-current assets   2,139,119 2,085,234  
Total assets   2,527,859 2,463,863  
Current liabilities        
Accounts payable   70,316 80,741  
Accrued liabilities   86,314 85,715  
Current portion of deferred revenue   113,755 88,328  
Indirect and employee taxes payable   40,159 39,243  
Current portion of debt, net of debt issuance costs   29,290 1,005  
Current portion of related party loans   0 24,612  
Other current liabilities   35,831 36,018  
Total current liabilities   426,822 395,274  
Debt, net of current portion and debt issuance costs   635,576 579,904  
Property mortgage loans, net of debt issuance costs   137,099 116,187  
Finance lease liabilities, net of current portion   78,481 76,638  
Financing obligation, net of current portion   76,624 76,239  
Deferred revenue, net of current portion   30,057 27,118  
Deferred tax liabilities   1,510 1,666  
Non-current tax liabilities   5,941 256  
Total non-current liabilities   2,268,190 2,087,472  
Total liabilities   2,695,012 2,482,746  
Commitments and contingencies (Note 15)    
Shareholders' deficit        
Additional paid-in capital   1,231,941 1,213,086  
Accumulated deficit   (1,376,532) (1,245,989)  
Accumulated other comprehensive loss   29,641 54,923  
Treasury stock   (62,000) (50,000)  
Total shareholders' deficit attributable to Soho House & Co Inc.   (174,893) (25,943)  
Noncontrolling interest   7,740 7,060  
Total shareholders' deficit   (167,153) (18,883)  
Total liabilities and shareholders' deficit   2,527,859 2,463,863  
As Revised | Class A Common Stock        
Shareholders' deficit        
Class A common stock   2,057 2,037  
As Revised | Sites Trading Less Than One Year        
Current liabilities        
Current portion of operating lease liabilities - sites trading more than one year   1,721 4,176  
Operating lease liabilities, net of current portion - sites trading more than one year   68,762 227,158  
As Revised | Sites Trading More Than One Year        
Current liabilities        
Current portion of operating lease liabilities - sites trading more than one year   49,436 35,436  
Operating lease liabilities, net of current portion - sites trading more than one year   $ 1,234,140 $ 982,306  
v3.25.1
Revision of Prior Period Financial Statements - Consolidated Statements of Operations (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Revenues      
Revenues, Total $ 1,203,814 $ 1,125,134 $ 976,003
Operating expenses      
In-House operating expenses (638,342) (592,475) (530,729)
Other operating expenses (276,321) (256,897) (251,901)
General and administrative (152,922) (143,583) (123,435)
Pre-opening expenses (15,626) (18,679) (14,078)
Depreciation and amortization (101,521) (111,281) (99,915)
Share-based compensation (16,023) (20,230) (27,681)
Foreign exchange gain (loss), net (22,708) 36,196 (69,600) [1]
Other, net (11,843) (6,006) (9,703)
Total operating expenses (1,273,855) (1,160,727) (1,127,042)
Operating income (loss) (70,041) (35,593) (151,039)
Nonoperating Income (Expense) [Abstract]      
Interest expense, net (83,531) (84,136) (71,518)
Gain (loss) on sale of property and other, net (1,768) (1,038) 390
Share of income (loss) of equity method investments 5,090 1,900 3,941
Total other expense, net (80,209) (83,274) (67,187)
Loss before income taxes (150,250) (118,867) (218,226)
Income tax expense (13,318) (10,811) (5,131)
Net loss (163,568) (129,678) (223,357)
Net (income) loss attributable to non-controlling interests 600 (865) (800)
Net loss attributable to Soho House & Co Inc. $ (162,968) $ (130,543) $ (224,157)
Net loss per share attributable to Class A and Class B common stock      
Basic loss per share $ (0.84) $ (0.67) $ (1.12)
Diluted loss per share $ (0.84) $ (0.67) $ (1.12)
Weighted Average Number of Shares Outstanding, Basic 195,160 195,590 199,985
Weighted Average Number of Shares Outstanding, Diluted 195,160 195,590 199,985
Membership revenues [Member]      
Revenues      
Revenues, Total $ 418,026 $ 356,605 $ 272,809
In-House revenues [Member]      
Revenues      
Revenues, Total 481,613 482,155 427,209
Other revenues [Member]      
Revenues      
Revenues, Total $ 304,175 286,374 275,985
As Previously Reported      
Revenues      
Revenues, Total   1,135,879 972,214
Operating expenses      
In-House operating expenses   (589,357) (524,929)
Other operating expenses   (258,483) (250,336)
General and administrative   (143,583) (123,435)
Pre-opening expenses   (18,604) (14,081)
Depreciation and amortization   (111,403) (99,930)
Share-based compensation   (20,230) (27,681)
Foreign exchange gain (loss), net   36,196 (69,600)
Loss on impairment of long-lived assets   (47,455) 0
Other, net   (5,963) (9,703)
Total operating expenses   (1,158,882) (1,119,695)
Operating income (loss)   (23,003) (147,481)
Nonoperating Income (Expense) [Abstract]      
Interest expense, net   (84,136) (71,499)
Gain (loss) on sale of property and other, net   (1,038) 390
Share of income (loss) of equity method investments   1,900 3,941
Total other expense, net   (83,274) (67,168)
Loss before income taxes   (106,277) (214,649)
Income tax expense   (10,811) (5,131)
Net loss   (117,088) (219,780)
Net (income) loss attributable to non-controlling interests   (865) (800)
Net loss attributable to Soho House & Co Inc.   $ (117,953) $ (220,580)
Net loss per share attributable to Class A and Class B common stock      
Basic loss per share   $ (0.6) $ (1.1)
Diluted loss per share   $ (0.6) $ (1.1)
Weighted Average Number of Shares Outstanding, Basic   195,590 199,985
Weighted Average Number of Shares Outstanding, Diluted   195,590 199,985
As Previously Reported | Membership revenues [Member]      
Revenues      
Revenues, Total   $ 361,487 $ 272,809
As Previously Reported | In-House revenues [Member]      
Revenues      
Revenues, Total   482,066 426,602
As Previously Reported | Other revenues [Member]      
Revenues      
Revenues, Total   292,326 272,803
Adjustment      
Revenues      
Revenues, Total   (10,745) 3,789
Operating expenses      
In-House operating expenses   (3,118) (5,800)
Other operating expenses   1,586 (1,565)
General and administrative   0 0
Pre-opening expenses   (75) 3
Depreciation and amortization   122 15
Share-based compensation   0 0
Foreign exchange gain (loss), net   0 0
Loss on impairment of long-lived assets   (317) 0
Other, net   (43) 0
Total operating expenses   (1,845) (7,347)
Operating income (loss)   (12,590) (3,558)
Nonoperating Income (Expense) [Abstract]      
Interest expense, net   0 (19)
Gain (loss) on sale of property and other, net   0 0
Share of income (loss) of equity method investments   0 0
Total other expense, net   0 (19)
Loss before income taxes   (12,590) (3,577)
Income tax expense   0 0
Net loss   (12,590) (3,577)
Net (income) loss attributable to non-controlling interests   0 0
Net loss attributable to Soho House & Co Inc.   $ (12,590) $ (3,577)
Net loss per share attributable to Class A and Class B common stock      
Basic loss per share   $ (0.07) $ (0.02)
Diluted loss per share   $ (0.07) $ (0.02)
Weighted Average Number of Shares Outstanding, Basic   0 0
Weighted Average Number of Shares Outstanding, Diluted   0 0
Adjustment | Membership revenues [Member]      
Revenues      
Revenues, Total   $ (4,882) $ 0
Adjustment | In-House revenues [Member]      
Revenues      
Revenues, Total   89 607
Adjustment | Other revenues [Member]      
Revenues      
Revenues, Total   (5,952) 3,182
As Revised      
Revenues      
Revenues, Total   1,125,134 976,003
Operating expenses      
In-House operating expenses   (592,475) (530,729)
Other operating expenses   (256,897) (251,901)
General and administrative   (143,583) (123,435)
Pre-opening expenses   (18,679) (14,078)
Depreciation and amortization   (111,281) (99,915)
Share-based compensation   (20,230) (27,681)
Foreign exchange gain (loss), net   36,196 (69,600)
Loss on impairment of long-lived assets   (47,772) 0
Other, net   (6,006) (9,703)
Total operating expenses   (1,160,727) (1,127,042)
Operating income (loss)   (35,593) (151,039)
Nonoperating Income (Expense) [Abstract]      
Interest expense, net   (84,136) (71,518)
Gain (loss) on sale of property and other, net   (1,038) 390
Share of income (loss) of equity method investments   1,900 3,941
Total other expense, net   (83,274) (67,187)
Loss before income taxes   (118,867) (218,226)
Income tax expense   (10,811) (5,131)
Net loss   (129,678) (223,357)
Net (income) loss attributable to non-controlling interests   (865) (800)
Net loss attributable to Soho House & Co Inc.   $ (130,543) $ (224,157)
Net loss per share attributable to Class A and Class B common stock      
Basic loss per share   $ (0.67) $ (1.12)
Diluted loss per share   $ (0.67) $ (1.12)
Weighted Average Number of Shares Outstanding, Basic   195,590 199,985
Weighted Average Number of Shares Outstanding, Diluted   195,590 199,985
As Revised | Membership revenues [Member]      
Revenues      
Revenues, Total   $ 356,605 $ 272,809
As Revised | In-House revenues [Member]      
Revenues      
Revenues, Total   482,155 427,209
As Revised | Other revenues [Member]      
Revenues      
Revenues, Total   $ 286,374 $ 275,985
[1] Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies – Basis of Presentation.
v3.25.1
Revision of Prior Period Financial Statements - Consolidated Statement of Comprehensive Loss (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Net loss $ (163,568) $ (129,678) $ (223,357)
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract]      
Foreign currency translation adjustment 5,448 (25,077) 47,550
Comprehensive loss (158,120) (154,755) (175,807)
Loss attributable to non-controlling interest 600 (865) (800)
Foreign currency translation adjustment attributable to non-controlling interest 85 (205) 476
Total comprehensive loss attributable to Soho House & Co Inc. $ (157,435) (155,825) (176,131)
As Previously Reported      
Net loss   (117,088) (219,780)
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract]      
Foreign currency translation adjustment   (24,648) 47,480
Comprehensive loss   (141,736) (172,300)
Loss attributable to non-controlling interest   (865) (800)
Foreign currency translation adjustment attributable to non-controlling interest   (205) 476
Total comprehensive loss attributable to Soho House & Co Inc.   (142,806) (172,624)
Adjustment      
Net loss   (12,590) (3,577)
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract]      
Foreign currency translation adjustment   (429) 70
Comprehensive loss   (13,019) (3,507)
Loss attributable to non-controlling interest   0 0
Foreign currency translation adjustment attributable to non-controlling interest   0 0
Total comprehensive loss attributable to Soho House & Co Inc.   (13,019) (3,507)
As Revised      
Net loss   (129,678) (223,357)
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract]      
Foreign currency translation adjustment   (25,077) 47,550
Comprehensive loss   (154,755) (175,807)
Loss attributable to non-controlling interest   (865) (800)
Foreign currency translation adjustment attributable to non-controlling interest   (205) 476
Total comprehensive loss attributable to Soho House & Co Inc.   $ (155,825) $ (176,131)
v3.25.1
Revision of Prior Period Financial Statements - Consolidated Statements of Shareholders' Deficit Loss (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Beginning Balance $ (167,153) $ (18,883) $ 182,192
Net loss (163,568) (129,678) (223,357)
Distributions to noncontrolling interest (1,454) (390) (1,206)
Shares repurchased (Note 14) (17,396) (12,000) (50,000)
Share-based compensation, net of tax 14,665 18,875 26,207
Additional IPO costs     (269)
Net change in cumulative translation adjustment 5,448 (25,077) 47,550
Ending Balance (329,458) (167,153) (18,883)
As Previously Reported      
Beginning Balance (150,627) (15,376) 182,192
Net loss   (117,088) (219,780)
Distributions to noncontrolling interest   (390) (1,206)
Non-cash share-based compensation   18,875  
Shares repurchased (Note 14)   (12,000) (50,000)
Share-based compensation, net of tax     26,207
Additional IPO costs     (269)
Net change in cumulative translation adjustment   (24,648) 47,480
Ending Balance   (150,627) (15,376)
Adjustment      
Beginning Balance (16,526) (3,507)  
Net loss   (12,590) (3,577)
Net change in cumulative translation adjustment   (429) 70
Ending Balance   (16,526) (3,507)
As Revised      
Beginning Balance (167,153) (18,883) 182,192
Net loss   (129,678) (223,357)
Distributions to noncontrolling interest   (390) (1,206)
Non-cash share-based compensation   18,875  
Shares repurchased (Note 14)   (12,000) (50,000)
Share-based compensation, net of tax     26,207
Additional IPO costs     (269)
Net change in cumulative translation adjustment   (25,077) 47,550
Ending Balance   (167,153) (18,883)
Retained Earnings [Member]      
Beginning Balance (1,376,532) (1,245,989) (1,021,832)
Net loss (162,968) (130,543) (224,157)
Ending Balance (1,539,500) (1,376,532) (1,245,989)
Retained Earnings [Member] | As Previously Reported      
Beginning Balance (1,360,365) (1,242,412) (1,021,832)
Net loss   (117,953) (220,580)
Ending Balance   (1,360,365) (1,242,412)
Retained Earnings [Member] | Adjustment      
Beginning Balance (16,167) (3,577)  
Net loss   (12,590) (3,577)
Ending Balance   (16,167) (3,577)
Retained Earnings [Member] | As Revised      
Beginning Balance (1,376,532) (1,245,989) (1,021,832)
Net loss   (130,543) (224,157)
Ending Balance   (1,376,532) (1,245,989)
AOCI Attributable to Parent [Member]      
Beginning Balance 29,641 54,923 6,897
Net change in cumulative translation adjustment 5,533 (25,282) 48,026
Ending Balance 35,174 29,641 54,923
AOCI Attributable to Parent [Member] | As Previously Reported      
Beginning Balance 30,000 54,853 6,897
Net change in cumulative translation adjustment   (24,853) 47,956
Ending Balance   30,000 54,853
AOCI Attributable to Parent [Member] | Adjustment      
Beginning Balance (359) 70  
Net change in cumulative translation adjustment   (429) 70
Ending Balance   (359) 70
AOCI Attributable to Parent [Member] | As Revised      
Beginning Balance 29,641 54,923 6,897
Net change in cumulative translation adjustment   (25,282) 48,026
Ending Balance   29,641 54,923
Noncontrolling Interest [Member]      
Beginning Balance 7,740 7,060 6,058
Net loss (600) 865 800
Distributions to noncontrolling interest (1,454) (390) (1,206)
Purchase of noncontrolling interests in connection with the Soho Restaurants Acquisition     1,884
Net change in cumulative translation adjustment (85) 205 (476)
Ending Balance 5,601 7,740 7,060
Noncontrolling Interest [Member] | As Previously Reported      
Beginning Balance 7,740 7,060 6,058
Net loss   865 800
Distributions to noncontrolling interest   (390) (1,206)
Purchase of noncontrolling interests in connection with the Soho Restaurants Acquisition     1,884
Net change in cumulative translation adjustment   205 (476)
Ending Balance   7,740 7,060
Noncontrolling Interest [Member] | As Revised      
Beginning Balance 7,740 7,060 6,058
Net loss   865 800
Distributions to noncontrolling interest   (390) (1,206)
Purchase of noncontrolling interests in connection with the Soho Restaurants Acquisition     1,884
Net change in cumulative translation adjustment   205 (476)
Ending Balance   7,740 7,060
Parent [Member]      
Beginning Balance (174,893) (25,943) 176,134
Net loss (162,968) (130,543) (224,157)
Purchase of noncontrolling interests in connection with the Soho Restaurants Acquisition     (1,884)
Shares repurchased (Note 14) (17,396) (12,000) (50,000)
Share-based compensation, net of tax 14,665 18,875 26,207
Additional IPO costs     (269)
Net change in cumulative translation adjustment 5,533 (25,282) 48,026
Ending Balance (335,059) (174,893) (25,943)
Parent [Member] | As Previously Reported      
Beginning Balance (158,367) (22,436) 176,134
Net loss   (117,953) (220,580)
Non-cash share-based compensation   18,875  
Purchase of noncontrolling interests in connection with the Soho Restaurants Acquisition     (1,884)
Shares repurchased (Note 14)   (12,000) (50,000)
Share-based compensation, net of tax     26,207
Additional IPO costs     (269)
Net change in cumulative translation adjustment   (24,853) 47,956
Ending Balance   (158,367) (22,436)
Parent [Member] | Adjustment      
Beginning Balance (16,526) (3,507)  
Net loss   (12,590) (3,577)
Net change in cumulative translation adjustment   (429) 70
Ending Balance   (16,526) (3,507)
Parent [Member] | As Revised      
Beginning Balance $ (174,893) (25,943) 176,134
Net loss   (130,543) (224,157)
Non-cash share-based compensation   18,875  
Purchase of noncontrolling interests in connection with the Soho Restaurants Acquisition     (1,884)
Shares repurchased (Note 14)   (12,000) (50,000)
Share-based compensation, net of tax     26,207
Additional IPO costs     (269)
Net change in cumulative translation adjustment   (25,282) 48,026
Ending Balance   $ (174,893) $ (25,943)
v3.25.1
Revision of Prior Period Financial Statements - Consolidated Statement of Cash Flows (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Cash flows from operating activities      
Net loss $ (163,568) $ (129,678) $ (223,357)
Adjustments to reconcile net loss to net cash used in operating activities      
Depreciation and amortization 101,521 111,281 99,915
Non-cash share-based compensation, net of tax 14,665 18,875 26,207
Deferred tax expense (benefit) (3,827) (607) 237
(Gain) loss on disposal of property and other, net 1,768 1,038 (390)
Provision for write-down of inventories 0 6,827 0
Share of (income) loss of equity method investments (5,090) (1,900) (3,941)
Amortization of debt issuance costs 2,795 2,808 4,315
Loss on debt extinguishment 0 3,278 0
PIK interest 31,827 39,300 36,254
Distributions from equity method investees 985 368 3,281
Foreign exchange gain (loss), net 22,708 (36,196) 69,600 [1]
Changes in assets and liabilities:      
Accounts receivable (21,267) (13,807) (24,280)
Inventories 2,551 (5,465) (29,611)
Operating leases, net 1,738 (1,915) 25,190
Other operating assets 21,123 (16,994) (38,771)
Deferred revenue 16,423 16,432 17,279
Accounts payable and accrued and other liabilities 26,776 5,571 49,935
Net cash provided by operating activities 89,677 46,988 11,863
Cash flows from investing activities      
Purchase of property and equipment (64,186) (65,941) (72,345)
Proceeds from sale of assets 0 1,368 926
Purchase of intangible assets (17,746) (17,938) (21,672)
Repayment From Equity Method Investees (10,695) 0 0
Property and casualty insurance proceeds received 0 148 338
Net cash used in investing activities (71,237) (82,363) (92,753)
Cash flows from financing activities      
Repayment of borrowings (1,777) (117,790) (736)
Issuance of related party loans 0 0 3,217
Payment for debt extinguishment costs 0 (1,686) 0
Proceeds from borrowings (Note 11) 1,105 140,000 105,795
Payments for debt issuance costs 0 (2,822) (1,860)
Principal payments on finance leases (383) (407) (528)
Distributions to non-controlling interest (1,454) (390) (1,206)
Proceeds from initial public offering, net of offering costs 0 0 (269)
Net cash provided by financing activities (19,905) 4,905 52,835
Effect of exchange rate changes on cash and cash equivalents, and restricted cash (3,323) 2,968 (3,999)
Net (decrease) increase in cash and cash equivalents, and restricted cash (4,788) (27,502) (32,054)
Cash, cash equivalents and restricted cash      
Beginning of period 161,106 188,608 220,662
End of period 156,318 161,106 188,608
As Previously Reported      
Cash flows from operating activities      
Net loss   (117,088) (219,780)
Adjustments to reconcile net loss to net cash used in operating activities      
Depreciation and amortization   111,403 99,930
Non-cash share-based compensation, net of tax   18,875 26,207
Deferred tax expense (benefit)   (607) 237
(Gain) loss on disposal of property and other, net   1,038 (390)
Impairment relating to long-lived assets   47,455 0
Provision for write-down of inventories   6,827 0
Share of (income) loss of equity method investments   (1,900) (3,941)
Amortization of debt issuance costs   2,808 4,315
Loss on debt extinguishment   3,278 0
PIK interest   39,300 36,254
Distributions from equity method investees   368 3,281
Foreign exchange gain (loss), net   (36,196) 69,600
Changes in assets and liabilities:      
Accounts receivable   (14,228) (24,109)
Inventories   (9,747) (31,029)
Operating leases, net   (2,194) 25,190
Other operating assets   (17,952) (38,667)
Deferred revenue   13,845 20,131
Accounts payable and accrued and other liabilities   4,527 47,453
Net cash provided by operating activities 90,000 49,812 14,682
Cash flows from investing activities      
Purchase of property and equipment   (67,763) (73,729)
Proceeds from sale of assets   1,368 926
Purchase of intangible assets   (17,966) (21,672)
Property and casualty insurance proceeds received   148 338
Net cash used in investing activities   (84,213) (94,137)
Cash flows from financing activities      
Repayment of borrowings   (117,790) (736)
Issuance of related party loans   0 3,217
Payment for debt extinguishment costs   (1,686) 0
Proceeds from borrowings (Note 11)   140,000 105,795
Payments for debt issuance costs   (2,822) (1,860)
Principal payments on finance leases   (407) (528)
Principal payments on financing obligation   0 (1,578)
Distributions to non-controlling interest   (390) (1,206)
Purchase of treasury stock   (12,000) (50,000)
Proceeds from initial public offering, net of offering costs   (0) (269)
Net cash provided by financing activities   4,905 52,835
Effect of exchange rate changes on cash and cash equivalents, and restricted cash   3,060 (3,999)
Net (decrease) increase in cash and cash equivalents, and restricted cash   (26,436) (30,619)
Cash, cash equivalents and restricted cash      
Beginning of period 163,607 190,043 220,662
End of period   163,607 190,043
Adjustment      
Cash flows from operating activities      
Net loss   (12,590) (3,577)
Adjustments to reconcile net loss to net cash used in operating activities      
Depreciation and amortization   (122) (15)
Non-cash share-based compensation, net of tax   0 0
Deferred tax expense (benefit)   0 0
(Gain) loss on disposal of property and other, net   0 0
Impairment relating to long-lived assets   317 0
Provision for write-down of inventories   0 0
Share of (income) loss of equity method investments   0 0
Amortization of debt issuance costs   0 0
Loss on debt extinguishment   0 0
PIK interest   0 0
Distributions from equity method investees   0 0
Foreign exchange gain (loss), net   0 0
Changes in assets and liabilities:      
Accounts receivable   421 (171)
Inventories   4,282 1,418
Operating leases, net   279 0
Other operating assets   958 (104)
Deferred revenue   2,587 (2,852)
Accounts payable and accrued and other liabilities   1,044 2,482
Net cash provided by operating activities   (2,824) (2,819)
Cash flows from investing activities      
Purchase of property and equipment   1,822 1,384
Proceeds from sale of assets   0 0
Purchase of intangible assets   (28) 0
Property and casualty insurance proceeds received   0 0
Net cash used in investing activities   1,850 1,384
Cash flows from financing activities      
Repayment of borrowings   0 0
Issuance of related party loans   0 0
Payment for debt extinguishment costs   0 0
Proceeds from borrowings (Note 11)   0 0
Payments for debt issuance costs   0 0
Principal payments on finance leases   0 0
Principal payments on financing obligation   0 0
Distributions to non-controlling interest   0 0
Purchase of treasury stock   0 0
Proceeds from initial public offering, net of offering costs   0 0
Net cash provided by financing activities   0 0
Effect of exchange rate changes on cash and cash equivalents, and restricted cash   (92) 0
Net (decrease) increase in cash and cash equivalents, and restricted cash   (1,066) (1,435)
Cash, cash equivalents and restricted cash      
Beginning of period (2,501) (1,435) 0
End of period   (2,501) (1,435)
As Revised      
Cash flows from operating activities      
Net loss   (129,678) (223,357)
Adjustments to reconcile net loss to net cash used in operating activities      
Depreciation and amortization   111,281 99,915
Non-cash share-based compensation, net of tax   18,875 26,207
Deferred tax expense (benefit)   (607) 237
(Gain) loss on disposal of property and other, net   1,038 (390)
Impairment relating to long-lived assets   47,772 0
Provision for write-down of inventories   6,827 0
Share of (income) loss of equity method investments   (1,900) (3,941)
Amortization of debt issuance costs   2,808 4,315
Loss on debt extinguishment   3,278 0
PIK interest   39,300 36,254
Distributions from equity method investees   368 3,281
Foreign exchange gain (loss), net   (36,196) 69,600
Changes in assets and liabilities:      
Accounts receivable   (13,807) (24,280)
Inventories   (5,465) (29,611)
Operating leases, net   (1,915) 25,190
Other operating assets   (16,994) (38,771)
Deferred revenue   16,432 17,279
Accounts payable and accrued and other liabilities   5,571 49,935
Net cash provided by operating activities   46,988 11,863
Cash flows from investing activities      
Purchase of property and equipment   (65,941) (72,345)
Proceeds from sale of assets   1,368 926
Purchase of intangible assets   (17,938) (21,672)
Property and casualty insurance proceeds received   148 338
Net cash used in investing activities   (82,363) (92,753)
Cash flows from financing activities      
Repayment of borrowings   (117,790) (736)
Issuance of related party loans   0 3,217
Payment for debt extinguishment costs   (1,686) 0
Proceeds from borrowings (Note 11)   140,000 105,795
Payments for debt issuance costs   (2,822) (1,860)
Principal payments on finance leases   (407) (528)
Principal payments on financing obligation   0 (1,578)
Distributions to non-controlling interest   (390) (1,206)
Purchase of treasury stock   (12,000) (50,000)
Proceeds from initial public offering, net of offering costs   (0) (269)
Net cash provided by financing activities   4,905 52,835
Effect of exchange rate changes on cash and cash equivalents, and restricted cash   2,968 (3,999)
Net (decrease) increase in cash and cash equivalents, and restricted cash   (27,502) (32,054)
Cash, cash equivalents and restricted cash      
Beginning of period $ 161,106 188,608 220,662
End of period   $ 161,106 $ 188,608
[1] Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies – Basis of Presentation.
v3.25.1
Revision of Prior Period Financial Statements (Additional Information) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Jan. 02, 2022
Revision of Prior Period Financial Statements [Line items]        
Net loss $ (162,968) $ (130,543) $ (224,157)  
Cash and cash equivalents 152,716 159,155 180,680  
Net cash provided by operating activities 89,677 46,988 11,863  
Other revenue 20,000 17,000 33,000  
Other Operating Expense 276,321 256,897 251,901  
Income tax expense (benefit) 13,318 10,811 $ 5,131  
Other current liabilities $ 39,377 35,831    
Soho Home [Member]        
Revision of Prior Period Financial Statements [Line items]        
Net loss   1,000   $ 2,000
Net assets   2,000   2,000
Other revenue   1,000   3,000
Other Operating Expense   1,000   1,000
Soho Works [Member]        
Revision of Prior Period Financial Statements [Line items]        
Other Operating Expense   5,000    
Revenue Recognition [Member]        
Revision of Prior Period Financial Statements [Line items]        
Other revenue   6,000    
Deferred revenue   6,000    
Soho Works North America        
Revision of Prior Period Financial Statements [Line items]        
Net loss   7,000   5,000
Net assets   12,000   6,000
Cash and cash equivalents   3,000   1,000
Net cash provided by operating activities   $ 3,000   $ 3,000
v3.25.1
Subsequent Events - Additional Information (Detail)
£ in Millions, $ in Millions
 1 Months Ended
Mar. 31, 2025
USD ($)
Mar. 31, 2025
USD ($)
shares
Jan. 31, 2025
shares
Feb. 21, 2025
GBP (£)
Feb. 19, 2025
USD ($)
Feb. 19, 2025
GBP (£)
Feb. 04, 2025
USD ($)
Dec. 29, 2024
USD ($)
Feb. 09, 2024
USD ($)
Subsequent Event [Line Items]                  
Share repurchase authorization amount                 $ 50.0
Subsequent Event [Member]                  
Subsequent Event [Line Items]                  
Stock issued during period shares restricted stock awards granted | shares     127,575            
Insurance proceeds for Covid-19 interruption         $ 23.0 £ 18      
Compagnie De Phalsbourg Credit Facility [Member] | Subsequent Event [Member]                  
Subsequent Event [Line Items]                  
Credit facility outstanding             $ 5.0    
LINE LA [Member]                  
Subsequent Event [Line Items]                  
Outstanding receivable               $ 9.0  
LINE LA [Member] | Subsequent Event [Member]                  
Subsequent Event [Line Items]                  
Long-Term Line of Credit $ 54.0 $ 54.0              
Joint Venture percentage 50.00%                
Joint Venture contribution $ 14.0                
Repaid loan 10.0                
Working capital $ 4.0 $ 4.0              
Soho House Holdings Limited [Member] | Subsequent Event [Member]                  
Subsequent Event [Line Items]                  
Existing revolving credit facility | £       £ 75          
Common Class A [Member] | Subsequent Event [Member]                  
Subsequent Event [Line Items]                  
Stock issued during period shares restricted stock award gross | shares   264,579