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Group 1 - Halper Sadeh LLC is investigating potential violations of federal securities laws and breaches of fiduciary duties related to Soho House & Co Inc.'s sale to MCR affiliates for $9.00 per share in cash [1] - Workhorse Group Inc. is undergoing a merger with Motiv Electric Trucks, resulting in Workhorse shareholders owning approximately 26.5% of the combined company post-transaction [2] - The firm may seek increased consideration for shareholders, additional disclosures, or other relief on a contingent fee basis, meaning no out-of-pocket payment for legal fees or expenses is required from shareholders [3] Group 2 - Shareholders are encouraged to contact Halper Sadeh LLC for a free discussion regarding their legal rights and options [4] - Halper Sadeh LLC represents global investors affected by securities fraud and corporate misconduct, having recovered millions for defrauded investors [4]

Soho House is a global membership platform of physical and digital spaces that connects a vibrant, diverse and global group of members. The company has faced troubles in recent years but still boasts valuable assets that have primed the company for long-term success. On August 18, Soho House announced that MCR and Soho House's controlling stockholders—including Executive Chairman Ron Burkle and his private equity firm, Yucaipa Companies LLC—will acquire the remaining shares of the company in a deal that's e ...

格隆汇8月18日｜会员制酒店集团SOHO HOUSE(SHCO.US)盘前涨近13%报8.63美元。据华尔街日报， 由MCR酒店集团牵头的投资者接近达成一项以每股约9美元的价格将国际私人俱乐部Soho House私有化 的交易。 ...

Core Insights - The article emphasizes the importance of timing and sustainability in short-term investing, highlighting that successful entry into trends is crucial for profitability [1][2]. Group 1: Stock Performance - Soho House & Co (SHCO) has shown a solid price increase of 24.8% over the past 12 weeks, indicating strong investor interest [4]. - The stock has also maintained a price increase of 16.1% over the last four weeks, suggesting that the upward trend is still intact [5]. - SHCO is currently trading at 83% of its 52-week high-low range, indicating potential for a breakout [6]. Group 2: Fundamental Strength - SHCO holds a Zacks Rank 1 (Strong Buy), placing it in the top 5% of over 4,000 ranked stocks based on earnings estimate revisions and EPS surprises [6]. - The stock has an Average Broker Recommendation of 1 (Strong Buy), reflecting high optimism from the brokerage community regarding its near-term price performance [7]. Group 3: Investment Strategy - The "Recent Price Strength" screen is a useful tool for identifying stocks like SHCO that have sufficient fundamental strength to maintain their upward momentum [3]. - The article suggests that there are several other stocks passing through the "Recent Price Strength" screen, providing additional investment opportunities [8].

Soho House & Co (SHCO) came out with quarterly earnings of $0.13 per share, beating the Zacks Consensus Estimate of a loss of $0.08 per share. This compares to a loss of $0.17 per share a year ago. These figures are adjusted for non-recurring items.This quarterly report represents an earnings surprise of +262.50%. A quarter ago, it was expected that this operator of members-only luxury hotels and clubs under the Soho House brand would post a loss of $0.14 per share when it actually produced earnings of $0.0 ...

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements of Soho House & Co Inc. for the periods ended June 29, 2025, and December 29, 2024, including balance sheets, statements of operations, comprehensive income, changes in shareholders' deficit, and cash flows, along with detailed notes on business nature, accounting policies, variable interest entities, equity method investments, leases, revenue recognition, debt, share-based compensation, and related party transactions [Unaudited Condensed Consolidated Balance Sheets](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheets (in thousands) | Metric | June 29, 2025 | December 29, 2024 | | :----------------------------------- | :-------------- | :------------------ | | **Assets** | | | | Total current assets | $406,603 | $388,401 | | Total non-current assets | $2,188,306 | $2,055,111 | | **Total assets** | **$2,594,909** | **$2,443,512** | | **Liabilities** | | | | Total current liabilities | $555,203 | $474,162 | | Total non-current liabilities | $2,385,963 | $2,298,808 | | **Total liabilities** | **$2,941,166** | **$2,772,970** | | **Shareholders' Deficit** | | | | Total shareholders' deficit | $(346,257) | $(329,458) | | **Total liabilities and shareholders' deficit** | **$2,594,909** | **$2,443,512** | [Unaudited Condensed Consolidated Statements of Operations](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) Condensed Consolidated Statements of Operations (in thousands, except per share data) | Metric | 13 Weeks Ended June 29, 2025 | 13 Weeks Ended June 30, 2024 | 26 Weeks Ended June 29, 2025 | 26 Weeks Ended June 30, 2024 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total revenues | $329,804 | $302,947 | $612,668 | $564,891 | | Total operating expenses | $(270,083) | $(315,889) | $(518,053) | $(602,160) | | Operating income (loss) | $59,721 | $(12,942) | $94,615 | $(37,269) | | Income (loss) before income taxes | $39,991 | $(31,308) | $54,246 | $(76,392) | | Net income (loss) | $24,128 | $(30,205) | $31,641 | $(72,063) | | Net income (loss) attributable to Soho House & Co Inc. | $24,885 | $(29,899) | $33,053 | $(71,458) | | Basic EPS | $0.13 | $(0.15) | $0.17 | $(0.36) | | Diluted EPS | $0.13 | $(0.15) | $0.17 | $(0.36) | - The company reported a **significant turnaround** from a **net loss** to **net income** for both the **13 and 26 weeks ended June 29, 2025**, compared to the prior year periods. **Operating income** also **improved substantially**[18](index=18&type=chunk) [Unaudited Condensed Consolidated Statements of Comprehensive Income / (Loss)](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20%2F%20(Loss)) Condensed Consolidated Statements of Comprehensive Income / (Loss) (in thousands) | Metric | 13 Weeks Ended June 29, 2025 | 13 Weeks Ended June 30, 2024 | 26 Weeks Ended June 29, 2025 | 26 Weeks Ended June 30, 2024 | | :--------------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net income (loss) | $24,128 | $(30,205) | $31,641 | $(72,063) | | Foreign currency translation adjustment | $(34,987) | $(4,018) | $(50,238) | $360 | | Comprehensive income (loss) | $(10,859) | $(34,223) | $(18,597) | $(71,703) | | Total comprehensive income (loss) attributable to Soho House & Co Inc. | $(10,472) | $(33,927) | $(17,736) | $(71,051) | - Despite reporting **net income**, the company experienced a **significant negative foreign currency translation adjustment**, leading to a **comprehensive loss** for both the **13 and 26 weeks ended June 29, 2025**[19](index=19&type=chunk) [Unaudited Condensed Consolidated Statements of Changes in Shareholders' Deficit](index=9&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) Changes in Shareholders' Deficit (in thousands) | Metric | As of December 29, 2024 | As of June 29, 2025 | | :----------------------------------- | :---------------------- | :------------------ | | Total shareholders' deficit attributable to Soho House & Co Inc. | $(335,059) | $(348,639) | | Non-controlling interest | $5,601 | $2,382 | | Total shareholders' deficit | $(329,458) | $(346,257) | - The **total shareholders' deficit increased** from **$(329,458) thousand** as of **December 29, 2024**, to **$(346,257) thousand** as of **June 29, 2025**, **primarily due to accumulated other comprehensive loss** from **foreign currency translation adjustments**, despite **net income**[16](index=16&type=chunk)[23](index=23&type=chunk) [Unaudited Condensed Statements of Cash Flows](index=11&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) Condensed Statements of Cash Flows (in thousands) | Metric | 26 Weeks Ended June 29, 2025 | 26 Weeks Ended June 30, 2024 | | :----------------------------------- | :--------------------------- | :--------------------------- | | Net cash provided by operating activities | $63,832 | $42,196 | | Net cash used in investing activities | $(63,023) | $(43,748) | | Net cash used in financing activities | $(8,814) | $(6,117) | | Effect of exchange rate changes on cash and cash equivalents, and restricted cash | $7,102 | $(1,779) | | Net (decrease) increase in cash and cash equivalents, and restricted cash | $(903) | $(9,448) | | Cash, cash equivalents and restricted cash, End of period | $155,415 | $151,658 | - **Net cash provided by operating activities increased significantly** to **$63.8 million** for the **26 weeks ended June 29, 2025**, up from **$42.2 million** in the prior year, **driven by net income** and **COVID business interruption insurance proceeds**[25](index=25&type=chunk)[355](index=355&type=chunk) - **Cash used in investing activities increased** to **$63.0 million**, **primarily due to purchases of property and equipment**, **intangible assets**, and an initial **capital contribution** for the **LINE LA Hotel Joint Venture**[25](index=25&type=chunk)[358](index=358&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [1. Nature of the Business](index=13&type=section&id=1.%20Nature%20of%20the%20Business) - **Soho House & Co Inc. operates** as a **global membership platform** connecting **members** through **46 Soho Houses**, **8 Soho Works Clubs**, **The Ned hotel sites**, **The LINE and Saguaro hotels**, **Scorpios Beach Clubs**, **Soho Home**, and **digital channels**[28](index=28&type=chunk) [2. Summary of Significant Accounting Policies](index=13&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) - The **financial statements** are prepared in accordance with **US GAAP** and **SEC rules** for interim reporting, involving **significant estimates** for **financial instruments**, **goodwill**, **intangible assets**, **contingent liabilities**, **income taxes**, **leases**, and **long-lived assets**[30](index=30&type=chunk) - Management identified and corrected **misstatements** in **prior period financial statements** (**Fiscal 2022-Q3 2024**) related to **manual processes** and **material weaknesses in internal controls**, which were not material to prior periods but were revised in the **Annual Report on Form 10-K**[34](index=34&type=chunk)[35](index=35&type=chunk)[37](index=37&type=chunk)[39](index=39&type=chunk) - The company continues to operate on a **going concern basis**, supported by **projected cash flows**, **compliance with bank covenants**, and an **undrawn revolving credit facility** of **£75 million** (**$103 million**)[40](index=40&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk) - The company recognized **$2 million of impairment losses on operating lease assets** for **legacy Chicken Shop Soho Restaurant sites** in the **UK** during the **26 weeks ended June 29, 2025**, as these sites are **no longer operational** and **leases could not be reassigned**[51](index=51&type=chunk)[52](index=52&type=chunk) [3. Consolidated Variable Interest Entities](index=19&type=section&id=3.%20Consolidated%20Variable%20Interest%20Entities) - The company is the **primary beneficiary** of **Ned-Soho House, LLP** and **Soho Works Limited (SWL) joint ventures**, consolidating their financial results. **SWL** has four sites in the **UK**, with the company holding a **100% economic interest** currently, which would reduce to **70%** upon option exercise by unrelated individuals[62](index=62&type=chunk)[63](index=63&type=chunk) Consolidated VIEs' Assets and Liabilities (in thousands) | Metric | June 29, 2025 | December 29, 2024 | | :----------------------- | :-------------- | :------------------ | | Total assets | $153,688 | $141,320 | | Total liabilities | $168,126 | $154,336 | | Net assets (liabilities) | $(14,438) | $(13,016) | [4. Equity Method Investments](index=19&type=section&id=4.%20Equity%20Method%20Investments) - The company holds **equity method investments** in entities like **Toronto Joint Venture** and **Club Row Rooms** (**56-60 Redchurch Street, London**), where it does not have **primary beneficiary** status but exercises **significant influence**[67](index=67&type=chunk)[68](index=68&type=chunk)[69](index=69&type=chunk) - During the **13 weeks ended June 29, 2025**, the company acquired a new **equity method investment** in the **LINE LA Hotel Joint Venture**, contributing **$15 million** in **capital** and relinquishing a **$9 million accounts receivable balance**[66](index=66&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk) Summarized Financial Information for Unconsolidated Equity Method Investees (in thousands) | Metric | 13 Weeks Ended June 29, 2025 | 13 Weeks Ended June 30, 2024 | 26 Weeks Ended June 29, 2025 | 26 Weeks Ended June 30, 2024 | | :----------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Revenues | $15,529 | $14,373 | $27,962 | $26,336 | | Operating income (loss) | $5,403 | $5,109 | $9,140 | $7,824 | | Net income (loss) | $4,563 | $3,223 | $7,323 | $3,876 | [5. Leases](index=21&type=section&id=5.%20Leases) - As of **June 29, 2025**, the company recognized **right-of-use assets** and **lease liabilities** for **187 operating leases** and **3 material finance leases**, with reasonably assured lease terms ranging from **1 to 30 years** for **operating leases** and **50 years** for **finance leases**[76](index=76&type=chunk) Maturity of Lease Liabilities as of June 29, 2025 (in thousands) | Fiscal year ended | Operating Leases (Undiscounted) | Finance Leases (Undiscounted) | | :---------------- | :------------------------------ | :---------------------------- | | Remainder of 2025 | $85,527 | $3,259 | | 2026 | $170,058 | $6,516 | | 2027 | $161,616 | $6,494 | | 2028 | $160,924 | $6,447 | | 2029 | $162,182 | $6,447 | | Thereafter | $1,701,949 | $222,976 | | Total undiscounted lease payments | $2,442,256 | $252,139 | | Present value adjustment | $(1,041,118) | $(168,284) | | Total net lease liabilities | $1,401,138 | $83,855 | - The company has **11 signed but not yet commenced operating lease agreements**, with estimated **total undiscounted lease payments** of **$1.08 billion**, expected to commence between **fiscal years 2025 and 2028**[86](index=86&type=chunk)[87](index=87&type=chunk)[88](index=88&type=chunk) [6. Revenue Recognition](index=25&type=section&id=6.%20Revenue%20Recognition) - **Revenue** from **membership fees**, legacy one-time registration fees, **House Introduction Credits**, and **design & build-out contracts** are **recognized over time**[89](index=89&type=chunk) Estimated Future Revenues from Unsatisfied Performance Obligations (in thousands) | Period | Revenue recognized over time | | :---------------------- | :--------------------------- | | Next twelve months from June 29, 2025 | $116,123 | | Future periods | $23,785 | | Total future revenues | $139,908 | Contract Balances (in thousands) | Metric | June 29, 2025 | December 29, 2024 | | :----------------- | :-------------- | :------------------ | | Contract receivables | $71,115 | $78,890 | | Contract assets | $1,261 | $3,257 | | Contract liabilities | $188,307 | $174,697 | [7. Inventories, Prepaid Expenses and Other Current Assets](index=27&type=section&id=7.%20Inventories,%20Prepaid%20Expenses%20and%20Other%20Current%20Assets) Components of Inventories (in thousands) | Metric | June 29, 2025 | December 29, 2024 | | :----------------------------------- | :-------------- | :------------------ | | Raw materials and service stock and supplies | $19,000 | $23,000 | | Finished goods | $39,000 | $31,000 | | Total Inventories | $58,000 | $54,000 | Components of Prepaid Expenses and Other Current Assets (in thousands) | Metric | June 29, 2025 | December 29, 2024 | | :----------------------------------- | :-------------- | :------------------ | | Amounts owed by equity method investees | $2,831 | $2,379 | | Prepayments and accrued income | $66,747 | $36,350 | | Contract assets | $1,261 | $3,257 | | Inventory supplier advances | $12,798 | $12,139 | | Other receivables | $38,479 | $44,649 | | Total prepaid expenses and other current assets | $122,116 | $98,774 | [8. Accrued Liabilities](index=27&type=section&id=8.%20Accrued%20Liabilities) Components of Accrued Liabilities (in thousands) | Metric | June 29, 2025 | December 29, 2024 | | :----------------- | :-------------- | :------------------ | | Accrued interest | $6,046 | $7,113 | | Hotel deposits | $17,652 | $12,414 | | Trade and other accruals | $102,323 | $78,955 | | Total Accrued Liabilities | $126,021 | $98,482 | [9. Debt](index=29&type=section&id=9.%20Debt) Debt Balances, Net of Debt Issuance Costs (in thousands) | Metric | June 29, 2025 | December 29, 2024 | | :----------------------------------- | :-------------- | :------------------ | | Senior Secured Notes | $682,783 | $644,002 | | Soho Works Limited loans | $31,886 | $27,369 | | Other loans | $15,145 | $20,115 | | Total long-term debt, net of current portion | $696,099 | $656,868 | Property Mortgage Loans, Net of Debt Issuance Costs (in thousands) | Metric | June 29, 2025 | December 29, 2024 | | :----------------------------------- | :-------------- | :------------------ | | Term Loan (Soho Beach House Miami Property) | $137,757 | $137,385 | | Total property mortgage loans | $137,757 | $137,385 | - The company has an **undrawn revolving credit facility** of **£75 million** (**$103 million**) as of **June 29, 2025**, with a maturity date extended to **December 31, 2026**[110](index=110&type=chunk) Future Principal Payments for Debt and Property Mortgage Loans (in thousands) | Fiscal year | Amount | | :------------ | :------- | | Remainder of 2025 | $32,658 | | 2026 | $1,648 | | 2027 | $688,581 | | 2028 | $941 | | 2029 | $916 | | Thereafter | $149,131 | | Total | $873,875 | [10. Fair Value Measurements](index=30&type=section&id=10.%20Fair%20Value%20Measurements) - The **carrying values of current financial instruments** approximate **fair value** due to short-term maturities. **Fair values of Senior Secured Notes**, **Term Loan**, and other non-current debt are estimated using **discounted cash flow analysis** (**Level 3 fair value measurements**)[114](index=114&type=chunk)[115](index=115&type=chunk) Estimated Fair Values of Debt Instruments (in thousands) | Metric | Carrying Value (June 29, 2025) | Fair Value (June 29, 2025) | Carrying Value (December 29, 2024) | Fair Value (December 29, 2024) | | :----------------- | :----------------------------- | :------------------------- | :------------------------------- | :----------------------------- | | Senior Secured Notes | $682,783 | $643,675 | $644,002 | $596,976 | | Term Loan | $137,757 | $103,187 | $137,385 | $99,283 | | Other loans | $15,145 | $14,941 | $20,115 | $19,853 | | Total | $835,685 | $761,803 | $801,502 | $716,112 | [11. Share-Based Compensation](index=32&type=section&id=11.%20Share-Based%20Compensation) - The company operates the **2020 Equity and Incentive Plan** (**SARs**, **Growth Shares**) and the **2021 Equity and Incentive Plan** (**non-qualified stock options**, **SARs**, **RSUs**, **PSUs**) for employees and directors. As of **June 29, 2025**, **3,466,684 shares** were available for future awards under the **2021 Plan**[117](index=117&type=chunk)[118](index=118&type=chunk) Share-Based Compensation Expense (in thousands) | Metric | 13 Weeks Ended June 29, 2025 | 13 Weeks Ended June 30, 2024 | 26 Weeks Ended June 29, 2025 | 26 Weeks Ended June 30, 2024 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | SARs | $0 | $482 | $323 | $1,324 | | RSUs | $1,889 | $2,039 | $3,833 | $8,470 | | PSUs | $0 | $951 | $0 | $1,014 | | Employer-related payroll expense | $267 | $126 | $360 | $829 | | Total share-based compensation expense | $2,156 | $3,598 | $4,516 | $11,637 | - **Total compensation expense not yet recognized for RSUs** is approximately **$2 million**, expected to be recognized over a **weighted-average period of 0.9 years**[122](index=122&type=chunk) [12. Earnings Per Share and Shareholders' Equity](index=33&type=section&id=12.%20Earnings%20Per%20Share%20and%20Shareholders'%20Equity) - Holders of **Class A and Class B common stock** have **identical liquidation and dividend rights**, leading to the same **basic and diluted profit per share**. **Class A** has **one vote per share**, while **Class B** has **10 votes per share**[121](index=121&type=chunk)[128](index=128&type=chunk) Common Stock Shares Outstanding | Metric | As of December 29, 2024 | As of June 29, 2025 | | :----------------------- | :---------------------- | :------------------ | | Class A Common Stock | 52,731,922 | 53,202,889 | | Class B Common Stock | 141,500,385 | 141,500,385 | - The company did not **repurchase any shares of its common stock** during the **13 weeks and 26 weeks ended June 29, 2025**, under its **$50 million stock repurchase program** authorized in **February 2024**[125](index=125&type=chunk)[127](index=127&type=chunk)[351](index=351&type=chunk) [13. Commitments and Contingencies](index=35&type=section&id=13.%20Commitments%20and%20Contingencies) - The company is not a party to any **material litigation** outside the **ordinary course of business**[130](index=130&type=chunk) - The company received **$23 million** in **business interruption insurance proceeds** related to **COVID-19 impacts** in the **UK** during the **26 weeks ended June 29, 2025**, which is a **full and final settlement** for these claims[135](index=135&type=chunk) - Remaining **contractual commitments** for the **ERP implementation program** are **£16 million** (**$22 million**), expected to be settled in **2025 and 2026**, with **$5 million capitalized as intangible assets**[137](index=137&type=chunk)[363](index=363&type=chunk) - The company's subsidiary is **contractually obligated** to provide **additional capital contributions** to the **LINE LA Hotel Joint Venture**, capped at **$37 million** (inclusive of initial **$15 million contribution**), to cover **liquidity shortfalls**[141](index=141&type=chunk)[365](index=365&type=chunk) [14. Income Taxes](index=39&type=section&id=14.%20Income%20Taxes) Effective Tax Rates | Period | Effective Tax Rate | | :--------------------------- | :----------------- | | 13 Weeks Ended June 29, 2025 | 39.7% | | 13 Weeks Ended June 30, 2024 | 3.5% | | 26 Weeks Ended June 29, 2025 | 41.7% | | 26 Weeks Ended June 30, 2024 | 5.7% | - The **effective tax rate** for the **13 and 26 weeks ended June 29, 2025**, **significantly increased** from the prior year, **primarily due to business interruption proceeds taxed at the UK rate**, **significant foreign exchange gains taxable in the UK**, and the **mix of earnings across jurisdictions**[142](index=142&type=chunk) - **Valuation allowances** have been recorded against **deferred tax assets** for **tax losses**, **share-based compensation**, and **excess interest**, mainly in the **U.K., U.S., and Hong Kong**[143](index=143&type=chunk) [15. Segments](index=39&type=section&id=15.%20Segments) - The company operates three **reportable segments**: **UK**, **The Americas**, and **Europe and RoW**, with '**All Other**' encompassing **Retail**, **Soho Works**, **Soho Restaurants**, and **Cities Without Houses**[146](index=146&type=chunk)[147](index=147&type=chunk)[150](index=150&type=chunk) - **Segment performance is assessed by Reportable segments EBITDA**, which adjusts **net income (loss)** for **non-cash and other items** not considered in **ongoing operating performance**[149](index=149&type=chunk) Reportable Segments EBITDA (13 Weeks Ended June 29, 2025, in thousands) | Segment | Membership Revenues | In-House Revenues | Other Revenues | Reportable segments EBITDA | | :-------------- | :------------------ | :---------------- | :------------- | :------------------------- | | The Americas | $57,094 | $53,631 | $19,835 | $30,120 | | UK | $35,273 | $52,731 | $17,750 | $31,789 | | Europe & RoW | $15,344 | $34,231 | $15,931 | $40 | | All Other | $14,686 | - | $28,827 | $(2,818) | | Consolidated Segmental EBITDA | | | | $47,987 | Reportable Segments EBITDA (26 Weeks Ended June 29, 2025, in thousands) | Segment | Membership Revenues | In-House Revenues | Other Revenues | Reportable segments EBITDA | | :-------------- | :------------------ | :---------------- | :------------- | :------------------------- | | The Americas | $113,372 | $105,695 | $37,894 | $50,081 | | UK | $67,492 | $93,623 | $32,005 | $58,076 | | Europe & RoW | $29,363 | $58,702 | $17,554 | $(5,546) | | All Other | $28,568 | - | $56,362 | $(4,113) | | Consolidated Segmental EBITDA | | | | $76,250 | [16. Related Party Transactions and Balances](index=46&type=section&id=16.%20Related%20Party%20Transactions%20and%20Balances) Amounts Owed by (to) Equity Method Investees Due Within One Year (in thousands) | Equity Method Investee | June 29, 2025 | December 29, 2024 | | :----------------------- | :-------------- | :------------------ | | Soho House Toronto Partnership | $909 | $745 | | Raycliff Red LLP | $(8,352) | $(6,957) | | Mirador Barcel S.L. | $199 | $(1,081) | | Little Beach House Barcelona S.L. | $(599) | $(355) | | Mimea XXI S.L. | $1,078 | $961 | | Soho Beach House Canouan Limited | $645 | $673 | | StoreBerlin Limited | $2,344 | $1,470 | | Wilshire LA Hotel JV LLC | $189 | $0 | | Total | $(3,587) | $(4,544) | - The company **leases four properties from related parties**, with a **combined right-of-use asset** of **$26 million** and **lease liabilities** of **$1 million** (short-term) and **$34 million** (long-term) as of **June 29, 2025**[83](index=83&type=chunk)[166](index=166&type=chunk)[167](index=167&type=chunk)[170](index=170&type=chunk)[173](index=173&type=chunk) - **Revenue from related party transactions** totaled **$3 million** for the **13 weeks** and **$6 million** for the **26 weeks ended June 29, 2025**, reported within '**Other revenues**'[95](index=95&type=chunk)[183](index=183&type=chunk) [17. Subsequent Events](index=50&type=section&id=17.%20Subsequent%20Events) - **Subsequent to June 29, 2025**, the company **issued 401,845 shares of Class A common stock** due to **RSU awards vesting**[185](index=185&type=chunk) - On **July 28, 2025**, **SHCO signed a lease agreement** for the **LINE DC property**, including an **initial payment** of approximately **$11 million** and an **option to purchase the property**[186](index=186&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=52&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides an overview of Soho House & Co Inc.'s business, key factors affecting its performance, and a detailed analysis of its financial condition and results of operations for the 13 and 26 weeks ended June 29, 2025, compared to the prior year. It highlights significant revenue growth, improved operating income, and the impact of strategic initiatives and macroeconomic factors [Overview](index=52&type=section&id=Overview) - **Soho House & Co Inc. is a global membership platform** with **46 Soho Houses**, **8 Soho Works**, **Scorpios Beach Clubs**, **Soho Home**, and **digital channels**, serving approximately **270,300 members** as of **June 29, 2025**[189](index=189&type=chunk)[190](index=190&type=chunk) - The company's **membership model has shown resilience**, with **strong retention rates** and a **global waitlist** of over **111,000 applicants** as of **June 29, 2025**, indicating **robust demand**[192](index=192&type=chunk)[193](index=193&type=chunk) - **Membership Revenues** are **annual fees** and one-time registration fees, while **In-House Revenues** include food, beverage, accommodation, and spa services within Houses. **Other Revenues** encompass **Scorpios**, **Soho Works**, stand-alone restaurants, **Soho Home**, and **hotel management fees**[195](index=195&type=chunk)[196](index=196&type=chunk) [Factors Affecting Our Business](index=54&type=section&id=Factors%20Affecting%20Our%20Business) - **Key growth drivers** include **expanding the number of Soho Houses**, **scaling existing membership brands** (**Cities Without Houses**, **Soho Friends**, **Soho Works**), and launching new ones, leveraging the **strong brand** and **interconnected offerings**[200](index=200&type=chunk)[205](index=205&type=chunk)[211](index=211&type=chunk) - The company's ability to **grow its member base**, **increase In-House Revenues**, adjust **membership pricing**, and expand into new products and businesses are **critical factors impacting future performance and profitability**[211](index=211&type=chunk) - The company's operations are **segmented** into **UK**, **The Americas**, **Europe and Rest of the World (RoW)**, and '**All Other**' for **non-reportable segments**[206](index=206&type=chunk) [Key Performance, Operating Metrics and Additional Financial Measures and Other Data Evaluated by Management](index=56&type=section&id=Key%20Performance,%20Operating%20Metrics%20and%20Additional%20Financial%20Measures%20and%20Other%20Data%20Evaluated%20by%20Management) Key Performance and Operating Metrics | Metric | As of June 29, 2025 | As of June 30, 2024 | | :-------------------------- | :------------------ | :------------------ | | Number of Soho Houses | 46 | 44 | | Number of Soho House Members | 213,621 | 204,028 | | Number of Other Members | 56,676 | 60,512 | | Number of Total Members | 270,297 | 264,540 | | Number of Active App Users | 216,687 | 209,732 | Key Financial Metrics (13 Weeks Ended) | Metric | June 29, 2025 (Actuals) | June 30, 2024 (Actuals) | June 30, 2024 (Constant Currency) | | :-------------------------- | :---------------------- | :---------------------- | :-------------------------------- | | Operating income (loss) | $59,721 | $(12,942) | $(22,065) | | Operating loss margin | 18% | (4)% | (4)% | | House-Level Contribution | $71,883 | $57,411 | $54,359 | | House-Level Contribution Margin | 30% | 26% | 26% | | Other Contribution | $14,058 | $14,646 | $14,427 | | Other Contribution Margin | 16% | 18% | 18% | | Adjusted EBITDA | $46,130 | $31,525 | $33,696 | | Percentage of total revenues | 14% | 10% | 10% | - **Soho House Members increased** by approximately **5% year-over-year**, **driven by new House openings** and **growth in existing locations**[212](index=212&type=chunk)[235](index=235&type=chunk)[286](index=286&type=chunk) [Results of Operations](index=62&type=section&id=Results%20of%20Operations) [Comparison of the 13 weeks ended June 29, 2025 and June 30, 2024](index=62&type=section&id=Comparison%20of%20the%2013%20weeks%20ended%20June%2029,%202025%20and%20June%2030,%202024) [Revenues (13 Weeks Ended)](index=63&type=section&id=Revenues_13_weeks) Total Revenues (13 Weeks Ended, in thousands) | Metric | June 29, 2025 | June 30, 2024 | Actual Change % | Constant Currency Change % | | :------------- | :------------ | :------------ | :-------------- | :------------------------- | | Total revenues | $329,804 | $302,947 | 9% | 5% | | Membership revenues | $118,626 | $102,347 | 16% | 12% | | In-House revenues | $132,504 | $127,285 | 4% | 0% | | Other revenues | $78,674 | $73,315 | 7% | 2% | - **Membership revenues increased** by **16%** (**12% in constant currency**) due to a **5% increase** in **Adult Paying Members** and **high single-digit to low double-digit percentage price increases** for **membership fees**[232](index=232&type=chunk)[233](index=233&type=chunk)[239](index=239&type=chunk) - **In-House revenues increased** by **4%** (**0% in constant currency**), **supported by two new House openings**, but **impacted by wildfires in Los Angeles**[242](index=242&type=chunk)[243](index=243&type=chunk)[246](index=246&type=chunk) - **Other revenues increased** by **7%** (**2% in constant currency**), **predominantly driven by strong growth** in **Soho Home** and **Scorpios Bodrum**, **partially offset by reduced revenue** from in-house design and build business and **termination of The LINE San Francisco management fees**[248](index=248&type=chunk)[249](index=249&type=chunk)[251](index=251&type=chunk)[252](index=252&type=chunk) [Operating Expenses (13 Weeks Ended)](index=67&type=section&id=Operating_Expenses_13_weeks) Operating Expenses and Contribution (13 Weeks Ended, in thousands) | Metric | June 29, 2025 | June 30, 2024 | Actual Change % | Constant Currency Change % | | :----------------------------------- | :------------ | :------------ | :-------------- | :------------------------- | | In-House operating expenses | $(170,044) | $(163,979) | (4)% | 3% | | House-Level Contribution | $71,883 | $57,411 | 25% | 32% | | House-Level Contribution Margin | 30% | 26% | 4% | | | Other operating expenses | $(73,819) | $(66,911) | (10)% | (3)% | | Other Contribution | $14,058 | $14,646 | (4)% | (3)% | | Other Contribution Margin | 16% | 18% | (2)% | | | General and Administrative Expenses | $40,269 | $38,726 | 4% | (3)% | | Pre-opening expenses | $3,191 | $5,651 | (44)% | (47)% | | Depreciation and amortization | $23,389 | $25,131 | (7)% | (13)% | | Share-based compensation | $2,156 | $3,598 | (40)% | (44)% | | Foreign exchange (gain) loss, net | $(47,405) | $5,173 | n/m | n/m | | Loss on impairment of long-lived assets and intangible assets | $0 | $4,710 | n/m | n/m | | Other, net | $4,620 | $2,010 | n/m | n/m | | Interest expense, net | $21,666 | $19,989 | 8% | 1% | | Adjusted EBITDA | $46,130 | $31,525 | 46% | 37% | - **House-Level Contribution increased** by **25%** (**32% in constant currency**) due to **higher membership** and **In-House revenues**, despite **increased operating expenses** from **new House openings** and **wage/rent inflation**, **partially offset by cost discipline** and **ERP program benefits**[254](index=254&type=chunk)[255](index=255&type=chunk)[256](index=256&type=chunk) - **Other Contribution decreased** by **4%** (**3% in constant currency**) due to **higher operating costs** related to **increased Soho Home trade volume** and **Scorpios Bodrum**, and **reduced design/build revenue**[259](index=259&type=chunk)[260](index=260&type=chunk) - **Adjusted EBITDA increased** by **46%** (**37% in constant currency**) to **$46.1 million**, **driven by higher revenues**, **COVID business interruption proceeds**, and **inventory policy alignment**, **partially offset by increased operating expenses** from **new House openings**[278](index=278&type=chunk) [Comparison of the 26 weeks ended June 29, 2025 and June 30, 2024](index=74&type=section&id=Comparison%20of%20the%2026%20weeks%20ended%20June%2029,%202025%20and%20June%2030,%202024) [Revenues (26 Weeks Ended)](index=76&type=section&id=Revenues_26_weeks) Total Revenues (26 Weeks Ended, in thousands) | Metric | June 29, 2025 | June 30, 2024 | Actual Change % | Constant Currency Change % | | :------------- | :------------ | :------------ | :-------------- | :------------------------- | | Total revenues | $612,668 | $564,891 | 8% | 6% | | Membership revenues | $231,537 | $201,296 | 15% | 13% | | In-House revenues | $244,923 | $237,555 | 3% | 1% | | Other revenues | $136,208 | $126,040 | 8% | 5% | - **Membership revenues increased** by **15%** (**13% in constant currency**) **driven by a 5% increase** in **Adult Paying Members** and **membership fee increases** implemented in **fiscal 2024 and 2025**[283](index=283&type=chunk)[284](index=284&type=chunk)[290](index=290&type=chunk) - **In-House revenues increased** by **3%** (**1% in constant currency**), **supported by three new House openings** and **New Year's Eve events**, but **negatively impacted by wildfires in Los Angeles**[292](index=292&type=chunk)[293](index=293&type=chunk)[295](index=295&type=chunk) - **Other revenues increased** by **8%** (**5% in constant currency**), **primarily due to strong growth** in **Soho Home** and **Scorpios Bodrum**, **partially offset by the termination of The LINE San Francisco management contract**[297](index=297&type=chunk)[299](index=299&type=chunk)[301](index=301&type=chunk) [Operating Expenses (26 Weeks Ended)](index=80&type=section&id=Operating_Expenses_26_weeks) Operating Expenses and Contribution (26 Weeks Ended, in thousands) | Metric | June 29, 2025 | June 30, 2024 | Actual Change % | Constant Currency Change % | | :----------------------------------- | :------------ | :------------ | :-------------- | :------------------------- | | In-House operating expenses | $(334,490) | $(315,450) | (6)% | (2)% | | House-Level Contribution | $124,203 | $106,882 | 16% | 20% | | House-Level Contribution Margin | 27% | 25% | 2% | | | Other operating expenses | $(131,797) | $(119,336) | (10)% | (7)% | | Other Contribution | $22,178 | $23,223 | (4)% | (3)% | | Other Contribution Margin | 14% | 16% | (2)% | 18% | | General and Administrative Expenses | $76,717 | $73,098 | 5% | 1% | | Pre-opening expenses | $5,226 | $11,397 | (54)% | (56)% | | Depreciation and amortization | $47,403 | $50,625 | (6)% | (10)% | | Share-based compensation | $4,516 | $11,637 | (61)% | (63)% | | Foreign exchange (gain) loss, net | $(68,926) | $10,654 | n/m | n/m | | Loss on impairment of long-lived assets and intangible assets | $2,102 | $4,710 | (55)% | (57)% | | Business interruption proceeds, net | $(22,899) | $0 | n/m | n/m | | Other, net | $7,627 | $5,253 | 45% | 40% | | Interest expense, net | $43,041 | $41,188 | 4% | 1% | | Adjusted EBITDA | $93,092 | $51,331 | 81% | 75% | - **House-Level Contribution increased** by **16%** (**20% in constant currency**) due to **higher revenues**, **partially offset by increased operating expenses** from **new House openings** and **wage/rent inflation**[303](index=303&type=chunk)[304](index=304&type=chunk)[305](index=305&type=chunk) - **Other Contribution decreased** by **4%** (**3% in constant currency**) due to **losses at Scorpios Bodrum** during its **off-season**, **reduced in-house design revenue**, and the **removal of The LINE San Francisco management fees**[308](index=308&type=chunk)[309](index=309&type=chunk) - **Adjusted EBITDA increased** by **81%** (**75% in constant currency**) to **$93.1 million**, **driven by higher revenues**, **$22.9 million** in **COVID business interruption insurance proceeds**, and **inventory policy alignment benefits**[327](index=327&type=chunk) [Non-GAAP Financial Measures](index=86&type=section&id=Non-GAAP%20Financial%20Measures) - The company uses **non-GAAP financial measures** such as **Adjusted EBITDA**, **House-Level Contribution**, **House-Level Contribution Margin**, **Other Contribution**, and **Other Contribution Margin** to **evaluate operating performance**, believing they are **useful to investors**[226](index=226&type=chunk) - **Constant currency calculations** are used to **isolate the effect of currency changes**, providing a more **meaningful indication of year-over-year performance** by **applying current period exchange rates** to prior period results[226](index=226&type=chunk) [Liquidity and Capital Resources](index=91&type=section&id=Liquidity%20and%20Capital%20Resources) - As of **June 29, 2025**, the company had **$150 million** in **cash and cash equivalents** and **$5 million** in **restricted cash**, along with an **undrawn £75 million** (**$103 million**) **Revolving Credit Facility**[347](index=347&type=chunk)[377](index=377&type=chunk) - **Primary liquidity requirements** include **working capital**, **operating and finance lease obligations**, **capital expenditures** for **new Houses**, refurbishments, and **corporate technology infrastructure**[348](index=348&type=chunk) - The company believes **existing cash, marketable securities, and available credit will be sufficient** to **fund operations**, **lease obligations**, **capital expenditures**, and **working capital needs** for at least the **next 12 months**[352](index=352&type=chunk) [Critical Accounting Estimates and Judgments](index=95&type=section&id=Critical%20Accounting%20Estimates%20and%20Judgments) - The **preparation of financial statements requires significant estimates and assumptions**, including **valuation of financial instruments**, **equity method investments**, **goodwill**, **intangible assets**, **contingent liabilities**, **income taxes**, **leases**, and **long-lived assets**[366](index=366&type=chunk) - **No significant changes** in **critical accounting policies and estimates** were reported compared to the **Annual Report on Form 10-K** for **fiscal year ended December 29, 2024**[366](index=366&type=chunk) [Emerging Growth Company Status](index=95&type=section&id=Emerging%20Growth%20Company%20Status) - As an '**emerging growth company**' under the **JOBS Act**, the company is eligible for **exemptions** from certain **reporting requirements**, such as presenting only **two years of audited financial statements** and **reduced disclosure obligations**[367](index=367&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=96&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section details the company's exposure to various market risks, including foreign exchange, credit, liquidity, interest rate, inflation, and commodity price risks. It outlines the potential impact of these risks on financial performance and the strategies in place to manage them - The company is exposed to **foreign exchange risk**, primarily in **Pound sterling** and **Euros**, but uses **natural hedges** (**income and payments in local currencies**) and keeps the situation under review[369](index=369&type=chunk)[370](index=370&type=chunk) Estimated Impact of 10% USD/GBP Exchange Rate Fluctuation on Net Profit (in millions) | Period | USD Strengthened by 10% | USD Weakened by 10% | | :--------------------------- | :---------------------- | :-------------------- | | 13 Weeks Ended June 29, 2025 | $(1) | $1 | | 26 Weeks Ended June 29, 2025 | $(4) | $4 | - The company manages **liquidity risk** through **operating cash flows**, **cash and cash equivalents**, and an **undrawn Revolving Credit Facility**, with flexibility to **control capital expenditure commitments**[377](index=377&type=chunk) - **Inflation** on food, utilities, labor, and rent, as well as **commodity price risks** on foodstuffs, natural gas, and oil, could **adversely impact the business** if **price adjustments** cannot sufficiently offset **cost increases**[379](index=379&type=chunk)[380](index=380&type=chunk) [Item 4. Controls and Procedures](index=98&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of June 29, 2025, due to identified material weaknesses in internal control over financial reporting. These weaknesses relate to insufficient personnel with appropriate GAAP knowledge and ineffective policies for reviewing accounting and reporting functions - **Disclosure controls and procedures were not effective** as of **June 29, 2025**, due to **material weaknesses in internal control over financial reporting**[382](index=382&type=chunk) - **Material weaknesses** include a lack of **sufficient personnel with appropriate US GAAP knowledge and experience**, and **ineffective policies and procedures** for reviewing, supervising, and monitoring **accounting and reporting functions**, including **IT general controls**[385](index=385&type=chunk) - **No material changes in internal control over financial reporting** occurred during the **26 weeks ended June 29, 2025**[386](index=386&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=100&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any material legal proceedings outside the ordinary course of business, and management does not expect ongoing proceedings to have a material adverse effect on its financial statements - The company is not a party to any **litigation** other than in the **ordinary course of business**[389](index=389&type=chunk) - Management does not expect the **ultimate outcome** of any currently ongoing **legal proceedings** to have a **material adverse effect** on the company's **unaudited condensed consolidated financial statements**[130](index=130&type=chunk)[389](index=389&type=chunk) [Item 1A. Risk Factors](index=100&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended December 29, 2024. Investors should carefully consider these risks, as well as any additional unknown or immaterial risks, which could materially affect the business - **No material changes to the risk factors** described in the **Annual Report on Form 10-K** for the **fiscal year ended December 29, 2024**[391](index=391&type=chunk) - Investors are cautioned that **additional unknown or currently immaterial risks** may arise and **materially impact the business**, **results of operations**, and **financial condition**[391](index=391&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=100&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not engage in any unregistered sales of equity securities or make any purchases of its own equity securities during the 13-week period ended June 29, 2025 - **No unregistered sales of equity securities** occurred[392](index=392&type=chunk) - The company did not **purchase any shares of its common stock** during the **13-week period ended June 29, 2025**[394](index=394&type=chunk) [Item 3. Defaults Upon Senior Securities](index=100&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the reporting period - **No defaults upon senior securities** were reported[395](index=395&type=chunk) [Item 4. Mine Safety Disclosures](index=100&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - **Mine Safety Disclosures** are **not applicable** to the company[396](index=396&type=chunk) [Item 5. Other Information](index=100&type=section&id=Item%205.%20Other%20Information) During the 13 weeks ended June 29, 2025, none of the company's directors or officers adopted, modified, or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements - **No directors or officers adopted, modified, or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements** during the **13 weeks ended June 29, 2025**[397](index=397&type=chunk) [Item 6. Exhibits](index=101&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications from the Principal Executive Officer and Principal Financial Officer, and Inline XBRL documents - **Exhibits** include **certifications of Principal Executive Officer** and **Principal Financial Officer** pursuant to **Sections 302 and 906 of the Sarbanes-Oxley Act of 2002**[398](index=398&type=chunk) - **Inline XBRL Instance Document**, **Taxonomy Extension Schema**, and **Cover page formatted as Inline XBRL** are also filed[398](index=398&type=chunk)

[Second Quarter 2025 Results Overview](index=1&type=section&id=Second%20Quarter%202025%20Results%20Overview) [Q2 2025 Highlights & CEO Commentary](index=1&type=section&id=Q2%202025%20Highlights%20%26%20CEO%20Commentary) Soho House & Co Inc. achieved strong Q2 2025 growth with an 8.9% revenue increase and 46% Adjusted EBITDA growth, driven by membership and operational efficiency, while evaluating a privatization offer Q2 2025 Financial Highlights | Metric | Q2 2025 | YoY Growth | | :--- | :--- | :--- | | Total Revenue | $329.8 Million | 8.9% | | Membership Revenue | $118.6 Million | 15.9% | | In-House Revenue | $132.5 Million | 4.1% | | Other Revenue | $78.7 Million | 7.3% | | Revenue Per Available Room (RevPAR) | - | 2% (Same Store) | | Net Income Attributable to SHCO | $24.9 Million | - | | Earnings Per Share (EPS) | $0.13 | - | | Adjusted EBITDA | $46.1 Million | 46% | - CEO Andrew Carnie stated that Q2 results reflect the continued strength of the Soho House membership model and substantial progress in business transformation, with a strategic focus on enhancing member experience and improving operational efficiency[3](index=3&type=chunk) - The company is evaluating an offer from a third-party consortium to privatize the company at $9.00 per share, though there is no guarantee regarding the outcome or if the transaction will proceed[4](index=4&type=chunk) [Financial Performance](index=2&type=section&id=Financial%20Performance) [Summary of Unaudited Financial Results](index=2&type=section&id=Summary%20of%20Unaudited%20Financial%20Results) This section provides an overview of Q2 2025 unaudited financial results, highlighting significant improvements in revenue, profit, and key operating metrics, including a shift from loss to profit Unaudited Financial Results Summary | Metric (Thousands of USD) | June 29, 2025 (13 Weeks) | June 30, 2024 (13 Weeks) | | :--- | :--- | :--- | | Total Revenue | $329,804 | $302,947 | | Membership Revenue | $118,626 | $102,347 | | In-House Revenue | $132,504 | $127,285 | | Other Revenue | $78,674 | $73,315 | | Operating Income (Loss) | $59,721 | $(12,942) | | House-Level Contribution | $71,883 | $57,411 | | House-Level Contribution Margin (%) | 30% | 26% | | Other Contribution | $14,058 | $14,646 | | Other Contribution Margin (%) | 16% | 18% | | Net Income (Loss) Attributable to SHCO | $24,885 | $(29,899) | | Adjusted EBITDA | $46,130 | $31,525 | | Adjusted EBITDA Margin (%) | 14% | 10% | | Basic Earnings (Loss) Per Share | $0.13 | $(0.15) | | Diluted Earnings (Loss) Per Share | $0.13 | $(0.15) | [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section presents condensed consolidated statements of operations for Q2 2025 and Q2 2024, detailing revenue, expenses, and net income (loss), reflecting a significant shift to profitability Condensed Consolidated Statements of Operations | Metric (Thousands of USD) | June 29, 2025 (13 Weeks) | June 30, 2024 (13 Weeks) | | :--- | :--- | :--- | | **Revenue** | | | | Membership Revenue | $118,626 | $102,347 | | In-House Revenue | $132,504 | $127,285 | | Other Revenue | $78,674 | $73,315 | | **Total Revenue** | **$329,804** | **$302,947** | | **Operating Expenses** | | | | In-House Operating Expenses | $(170,044) | $(163,979) | | Other Operating Expenses | $(73,819) | $(66,911) | | General and Administrative Expenses | $(40,269) | $(38,726) | | Pre-Opening Expenses | $(3,191) | $(5,651) | | Depreciation and Amortization | $(23,389) | $(25,131) | | Share-Based Compensation Expense | $(2,156) | $(3,598) | | Foreign Exchange Gain (Loss), Net | $47,405 | $(5,173) | | Impairment Loss on Long-Lived Assets and Intangible Assets | — | $(4,710) | | Other, Net | $(4,620) | $(2,010) | | **Total Operating Expenses** | **$(270,083)** | **$(315,889)** | | **Operating Income (Loss)** | **$59,721** | **$(12,942)** | | **Other (Expense) Income** | | | | Interest Expense, Net | $(21,666) | $(19,989) | | Gain (Loss) on Disposal of Property and Other, Net | $54 | $109 | | Equity Method Investment Income | $1,882 | $1,514 | | **Total Other Expenses, Net** | **$(19,730)** | **$(18,366)** | | **Income (Loss) Before Income Taxes** | **$39,991** | **$(31,308)** | | Income Tax (Expense) Benefit | $(15,863) | $1,103 | | **Net Income (Loss)** | **$24,128** | **$(30,205)** | | Net Loss Attributable to Non-Controlling Interests | $757 | $306 | | **Net Income (Loss) Attributable to Soho House & Co Inc.** | **$24,885** | **$(29,899)** | | Basic Earnings (Loss) Per Share | $0.13 | $(0.15) | | Diluted Earnings (Loss) Per Share | $0.13 | $(0.15) | [Condensed Consolidated Balance Sheets](index=11&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents condensed consolidated balance sheets as of June 29, 2025, and December 29, 2024, showing the composition and changes in assets, liabilities, and stockholders' equity, reflecting the company's financial position Condensed Consolidated Balance Sheets | Metric (Thousands of USD) | June 29, 2025 | December 29, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and Cash Equivalents | $150,305 | $152,716 | | Restricted Cash | $5,110 | $3,602 | | Accounts Receivable, Net | $71,115 | $78,890 | | Inventories | $57,957 | $54,419 | | Prepaid Expenses and Other Current Assets | $122,116 | $98,774 | | **Total Current Assets** | **$406,603** | **$388,401** | | Property and Equipment, Net | $639,000 | $598,270 | | Operating Lease Assets | $1,180,067 | $1,135,810 | | Goodwill | $210,543 | $195,295 | | Other Intangible Assets, Net | $109,697 | $102,610 | | Equity Method Investments | $39,353 | $13,217 | | Deferred Tax Assets | $5,776 | $5,306 | | Other Non-Current Assets | $3,870 | $4,603 | | **Total Non-Current Assets** | **$2,188,306** | **$2,055,111** | | **Total Assets** | **$2,594,909** | **$2,443,512** | | **Liabilities and Stockholders' Deficit** | | | | Accounts Payable | $77,749 | $75,987 | | Accrued Liabilities | $126,021 | $98,482 | | Current Portion of Deferred Revenue | $150,414 | $134,360 | | Indirect Taxes and Employee Payables | $52,249 | $33,889 | | Current Portion of Debt, Net of Issuance Costs | $33,715 | $34,618 | | Current Portion of Operating Lease Liabilities - Operating Less Than One Year | $2,426 | $371 | | Current Portion of Operating Lease Liabilities - Operating More Than One Year | $62,436 | $57,078 | | Other Current Liabilities | $50,193 | $39,377 | | **Total Current Liabilities** | **$555,203** | **$474,162** | | Debt, Net of Current Portion and Issuance Costs | $696,099 | $656,868 | | Real Estate Mortgages, Net of Issuance Costs | $137,757 | $137,385 | | Non-Current Portion of Operating Lease Liabilities - Operating Less Than One Year | $22,885 | $90,081 | | Non-Current Portion of Operating Lease Liabilities - Operating More Than One Year | $1,313,391 | $1,210,637 | | Finance Lease Liabilities | $83,855 | $77,255 | | Financing Obligations | $76,994 | $76,900 | | Deferred Revenue, Net of Current Portion | $23,785 | $23,697 | | Deferred Tax Liabilities | $2,116 | $2,286 | | Other Non-Current Liabilities | $29,081 | $23,699 | | **Total Non-Current Liabilities** | **$2,385,963** | **$2,298,808** | | **Total Liabilities** | **$2,941,166** | **$2,772,970** | | **Stockholders' Equity** | | | | Total Stockholders' Deficit Attributable to Soho House & Co Inc. | $(348,639) | $(335,059) | | Non-Controlling Interests | $2,382 | $5,601 | | **Total Stockholders' Deficit** | **$(346,257)** | **$(329,458)** | | **Total Liabilities and Stockholders' Equity** | **$2,594,909** | **$2,443,512** | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents condensed consolidated statements of cash flows for the 26 weeks ended June 29, 2025, and June 30, 2024, detailing cash flows from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows | Metric (Thousands of USD) | June 29, 2025 (26 Weeks) | June 30, 2024 (26 Weeks) | | :--- | :--- | :--- | | **Cash Flows from Operating Activities** | | | | Net Income (Loss) | $31,641 | $(72,063) | | Net Cash Provided by Operating Activities | $63,832 | $42,196 | | **Cash Flows from Investing Activities** | | | | Purchases of Property and Equipment | $(43,884) | $(45,507) | | Purchases of Intangible Assets | $(11,838) | $(8,947) | | Equity Method Investments | $(14,500) | — | | Property and Casualty Insurance Proceeds | $7,199 | — | | Capital Repayments from Equity Method Investees | — | $10,706 | | Net Cash Used in Investing Activities | $(63,023) | $(43,748) | | **Cash Flows from Financing Activities** | | | | Repayments of Borrowings | $(6,235) | $(879) | | Proceeds from Borrowings | — | $1,105 | | Principal Payments on Finance Leases | $(221) | $(181) | | Distributions to Non-Controlling Interests | $(2,358) | $(1,454) | | Purchases of Treasury Stock | — | $(4,708) | | Net Cash (Used in) Provided by Financing Activities | $(8,814) | $(6,117) | | Effect of Exchange Rate Changes on Cash and Cash Equivalents and Restricted Cash | $7,102 | $(1,779) | | Net (Decrease) Increase in Cash and Cash Equivalents and Restricted Cash | $(903) | $(9,448) | | Cash and Cash Equivalents and Restricted Cash at End of Period | $155,415 | $151,658 | [Operational Performance & Membership](index=2&type=section&id=Operational%20Performance%20%26%20Membership) [Membership Summary](index=2&type=section&id=Membership%20Summary) This section overviews Q2 2025 membership data, showing year-over-year growth in total and Soho House members, with a slight decrease in other memberships Membership Overview | Membership Type | June 29, 2025 | June 30, 2024 | YoY Growth | | :--- | :--- | :--- | :--- | | Total Members | 270,297 | 264,540 | 2.2% | | Soho House Members | 213,621 | 204,028 | 4.7% | | Frozen Members | 10,032 | 10,203 | -1.7% | | Soho Friends | 50,514 | 54,192 | -6.8% | | Soho Works | 6,162 | 6,320 | -2.5% | | Other Members (Soho Friends + Soho Works) | 56,676 | 60,512 | -6.3% | | Active App Users | 216,687 | 209,732 | 3.3% | Soho House Locations and Membership by Region | Region | Number of Soho Houses (June 29, 2025) | Number of Soho House Members (June 29, 2025) | | :--- | :--- | :--- | | Americas | 17 | 80,919 | | UK | 14 | 72,907 | | Europe/Rest of World | 15 | 46,053 | | **Total** | **46** | **213,621** | [Strategic Priorities & Operational Achievements](index=2&type=section&id=Strategic%20Priorities%20%26%20Operational%20Achievements) The company made significant Q2 progress on "growth and enhancing member experience" and "operational excellence to drive profitability," improving member satisfaction, Adjusted EBITDA, and F&B/accommodation performance - Strategic Priority 1: Growth and enhancing member experience, with high member satisfaction scores achieved through continuous improvement initiatives in member experience and services[7](index=7&type=chunk)[9](index=9&type=chunk) - Strategic Priority 2: Operational excellence to drive profitability, with Q2 2025 Adjusted EBITDA reaching **$46.1 million** and an Adjusted EBITDA margin of **14%**[7](index=7&type=chunk)[9](index=9&type=chunk) - House-level food and beverage profit margins improved year-over-year compared to Q2 2024, and accommodation performance drove a **2% RevPAR growth**[9](index=9&type=chunk) [Non-GAAP Financial Measures & Definitions](index=4&type=section&id=Non-GAAP%20Financial%20Measures%20%26%20Definitions) [Non-GAAP Financial Measures Definitions](index=4&type=section&id=Non-GAAP%20Financial%20Measures%20Definitions) This section defines non-GAAP financial measures used for performance evaluation, including Adjusted EBITDA, House-Level Contribution, Other Contribution, Net Debt, and Constant Currency, emphasizing their supplemental nature - Adjusted EBITDA is defined as net income (loss) excluding depreciation and amortization, net interest expense, income tax (expense) benefit, and adjusted for certain non-cash and other items not considered in assessing ongoing operating performance[16](index=16&type=chunk)[17](index=17&type=chunk) - House-level contribution is defined as house revenue less in-house operating expenses, serving as a key metric to assess the performance and profitability of each house[18](index=18&type=chunk) - Other contribution is defined as other revenue plus non-house membership revenue less other operating expenses, used to evaluate the performance and profitability of non-house businesses[19](index=19&type=chunk) - Net Debt reflects total debt less cash, cash equivalents, and restricted cash, serving as an important metric for monitoring leverage and evaluating the balance sheet[20](index=20&type=chunk) - Constant currency is used to isolate the impact of exchange rate fluctuations on financial data, providing a more meaningful indication of year-over-year performance[21](index=21&type=chunk) [Reconciliation of Non-GAAP Measures](index=6&type=section&id=Reconciliation%20of%20Non-GAAP%20Measures) [Reconciliation of Net Income (Loss) to Adjusted EBITDA](index=6&type=section&id=Reconciliation%20of%20Net%20Income%20(Loss)%20to%20Adjusted%20EBITDA) This section provides a reconciliation of net income (loss) to Adjusted EBITDA for Q2 2025 and 2024, detailing adjustment items and their impact on EBITDA and Adjusted EBITDA Net Income (Loss) to Adjusted EBITDA Reconciliation | Metric (Thousands of USD) | June 29, 2025 (13 Weeks) | June 30, 2024 (13 Weeks) | Actual Change Rate (%) | | :--- | :--- | :--- | :--- | | Net Income (Loss) | $24,128 | $(30,205) | n/m | | Depreciation and Amortization | $23,389 | $25,131 | (7)% | | Interest Expense, Net | $21,666 | $19,989 | 8% | | Income Tax Expense (Benefit) | $15,863 | $(1,103) | n/m | | **EBITDA** | **$85,046** | **$13,812** | **n/m** | | Gain (Loss) on Disposal of Property and Other, Net | $(54) | $(109) | 50% | | Equity Method Investment Income | $(1,882) | $(1,514) | (24)% | | Foreign Exchange (Gain) Loss, Net | $(47,405) | $5,173 | n/m | | Equity Method Investment Adjusted EBITDA | $3,214 | $2,811 | 14% | | Share-Based Compensation Expense | $2,156 | $3,598 | (40)% | | Operating Restructuring and Severance | — | $2,114 | n/m | | ERP Implementation Related Costs | $1,502 | — | n/m | | Strategic Transaction Evaluation Related Costs | $3,553 | $930 | n/m | | Impairment Loss on Long-Lived Assets and Intangible Assets | — | $4,710 | n/m | | **Adjusted EBITDA** | **$46,130** | **$31,525** | **46%** | [Reconciliation of Operating Income (Loss) to House-Level & Other Contribution](index=7&type=section&id=Reconciliation%20of%20Operating%20Income%20(Loss)%20to%20House-Level%20%26%20Other%20Contribution) This section provides a reconciliation of operating income (loss) to house-level and other contribution for Q2 2025 and 2024, detailing how operating expenses and revenues impact these non-GAAP metrics Operating Income (Loss) to House-Level & Other Contribution Reconciliation | Metric (Thousands of USD) | June 29, 2025 (13 Weeks) | June 30, 2024 (13 Weeks) | Change Rate (%) | | :--- | :--- | :--- | :--- | | Operating Income (Loss) | $59,721 | $(12,942) | n/m | | General and Administrative Expenses | $40,269 | $38,726 | 4% | | Pre-Opening Expenses | $3,191 | $5,651 | (44)% | | Depreciation and Amortization | $23,389 | $25,131 | (7)% | | Share-Based Compensation Expense | $2,156 | $3,598 | (40)% | | Foreign Exchange (Gain) Loss, Net | $(47,405) | $5,173 | n/m | | Impairment Loss on Long-Lived Assets and Intangible Assets | — | $4,710 | n/m | | Other, Net | $4,620 | $2,010 | n/m | | Non-House Membership Revenue | $(9,203) | $(8,242) | (12)% | | Other Revenue | $(78,674) | $(73,315) | (7)% | | Other Operating Expenses | $73,819 | $66,911 | 10% | | **House-Level Contribution** | **$71,883** | **$57,411** | **25%** | | House-Level Contribution Margin | 30% | 26% | - | | House Membership Revenue | $(109,423) | $(94,105) | (16)% | | In-House Revenue | $(132,504) | $(127,285) | (4)% | | In-House Operating Expenses | $170,044 | $163,979 | 4% | | **Total Other Contribution** | **$14,058** | **$14,646** | **(4)%** | | Other Contribution Margin | 16% | 18% | - | [Key Performance and Operating Metrics](index=12&type=section&id=Key%20Performance%20and%20Operating%20Metrics) [Definitions of Key Metrics](index=12&type=section&id=Definitions%20of%20Key%20Metrics) This section defines key operating and financial metrics used to evaluate business performance, including revenue types, membership numbers, retention rates, and hospitality industry standards, for a deeper understanding of the business - House membership revenue primarily includes annual membership fees and one-time initiation fees (new member initiation fees were eliminated on April 4, 2022), with new members required to purchase House Introduction Credits[32](index=32&type=chunk)[42](index=42&type=chunk) - In-house revenue includes all revenue generated within the houses, such as food and beverage, accommodation, and spa products and services[33](index=33&type=chunk)[43](index=43&type=chunk) - House revenue is defined as membership revenue plus in-house revenue less non-house membership revenue, serving as a key metric for measuring overall house performance[34](index=34&type=chunk)[44](index=44&type=chunk) - Total members include Soho House members and other members (such as Soho Works and Soho Friends members), serving as a primary driver of membership revenue[36](index=36&type=chunk)[37](index=37&type=chunk)[39](index=39&type=chunk) - RevPAR (Revenue Per Available Room) is a key hospitality industry standard metric for measuring hotel operating performance, calculated by multiplying occupancy rate by average daily rate[46](index=46&type=chunk) [Additional Information](index=15&type=section&id=Additional%20Information) [About Soho House & Co](index=16&type=section&id=About%20Soho%20House%20%26%20Co) Soho House & Co is a global membership platform connecting a diverse community through physical and digital spaces, offering a platform for work, socializing, and growth, with a broad global business portfolio - Soho House & Co (SHCO) is a global membership platform connecting a vibrant, diverse, and global community through physical and digital spaces[49](index=49&type=chunk) - As of June 29, 2025, the company operates **46 Soho Houses**, **8 Soho Works**, Scorpios Beach Clubs, the Soho Home retail brand, and digital channels globally[49](index=49&type=chunk) - Soho House & Co's broader portfolio also includes The Ned in London, New York, and Doha, as well as The LINE and Saguaro hotels in North America[49](index=49&type=chunk) [Forward-Looking Statements](index=15&type=section&id=Forward-Looking%20Statements) This section contains forward-looking statements, as defined by the Private Securities Litigation Reform Act of 1995, based on management's current expectations, involving risks and uncertainties that could cause actual results to differ materially - This press release contains forward-looking statements regarding the company's expected financial and operational performance for the remainder of fiscal year 2025[47](index=47&type=chunk) - These statements are not promises or guarantees but involve known and unknown risks, uncertainties, and other important factors that could cause actual results to differ materially from forward-looking statements[47](index=47&type=chunk) - The company undertakes no obligation to publicly update or revise any forward-looking statements, except as required by law[47](index=47&type=chunk) [Contacts](index=1&type=section&id=Contacts) This section provides investor relations and media contact information - Investor Relations contact email: ir@sohohouseco.com[1](index=1&type=chunk)[13](index=13&type=chunk)[48](index=48&type=chunk) - Media and Press contact email: press@sohohouseco.com[1](index=1&type=chunk)[13](index=13&type=chunk)[48](index=48&type=chunk)

Core Viewpoint - The article emphasizes the importance of timing and sustainability in stock trends for successful short-term investing, highlighting the need for strong fundamentals to maintain momentum in stock prices [1][2]. Group 1: Stock Performance - Soho House & Co (SHCO) has shown a solid price increase of 33.1% over the past 12 weeks, indicating strong investor interest [4]. - The stock has also increased by 19.5% in the last four weeks, suggesting that the upward trend is still intact [5]. - SHCO is currently trading at 81.4% of its 52-week high-low range, indicating a potential breakout [6]. Group 2: Fundamental Strength - SHCO holds a Zacks Rank 1 (Strong Buy), placing it in the top 5% of over 4,000 ranked stocks based on earnings estimate revisions and EPS surprises [6]. - The stock has an Average Broker Recommendation of 1 (Strong Buy), reflecting high optimism from the brokerage community regarding its near-term price performance [7]. Group 3: Investment Strategy - The "Recent Price Strength" screen is a useful tool for identifying stocks like SHCO that are on an uptrend supported by strong fundamentals [3]. - The article suggests that investors should consider other stocks that meet similar criteria for potential investment opportunities [8].

Industry Overview - The Zacks Hotels and Motels industry is experiencing growth due to increased occupancy, average daily rate (ADR), and revenue per available room (RevPAR) [1][3] - Demand has outpaced supply in the first quarter of 2025, leading to positive growth trends [1][3] Growth Strategies - Industry participants are focusing on growth strategies such as expanding portfolios, converting properties, forming partnerships, and enhancing loyalty programs [1][2] Performance Metrics - In Q1 2025, the hotel industry saw a 0.4% year-over-year increase in occupancy, a 1.9% increase in ADR, and a 2.2% improvement in RevPAR [3] - However, CBRE has revised its 2025 outlook for the U.S. hotel industry, now expecting a 1.3% year-over-year increase in RevPAR, down from an earlier projection of 2% [4] Digitalization and Customer Experience - Hotel owners are leveraging digital tools for mobile check-in, self-service bookings, and enhancing customer experience, which is expected to help capture additional market share [5] Cost Challenges - Rising labor costs due to salary increases and labor shortages are concerns for the industry, impacting service quality and operational capacity [6] Industry Ranking - The Zacks Hotels and Motels industry holds a Zacks Industry Rank of 88, placing it in the top 36% of 245 Zacks industries, indicating bright near-term prospects [8][9] Stock Performance - Over the past year, the industry has appreciated by 11.7%, outperforming the S&P 500's 9.3% increase but underperforming the sector's 18% rise [11] Valuation Metrics - The industry is currently trading at a trailing 12-month EV/EBITDA of 16.68X, compared to the S&P 500's 16.39X [13] Company Highlights - **Soho House**: Reported an 8% year-over-year increase in total revenues and significant growth in adjusted EBITDA, with a Zacks Rank of 1 (Strong Buy) [15][16] - **Marriott**: Benefits from robust leisure demand and global booking trends, with a projected year-over-year growth of 4.5% in top line and 8.3% in bottom line for 2025, holding a Zacks Rank of 3 (Hold) [19][20] - **Hilton**: Experienced solid RevPAR improvement driven by increased occupancy and ADR, with a projected EPS growth of 10.5% for 2025, also holding a Zacks Rank of 3 [22][25]