Soho House & (SHCO) - 2025 Q3 - Quarterly Report

Membership and Revenue Growth - Membership Revenues and In-House Revenues are interrelated, with the majority of In-House Revenues generated by members, and pricing is identical for both members and non-members[225] - Cities Without Houses membership has 11,879 members across 83 cities as of September 29, 2024, with new Houses opened in Bangkok, Mexico City, Portland, and Sao Paulo, and planned openings in Manchester and Milan[228] - Soho Friends membership has 53,235 members as of September 29, 2024, with an annual fee of approximately $130, and the company plans to grow this membership brand in a measured way[228] - Soho Works membership has 6,181 members as of September 29, 2024, with membership rates ranging from$200 to $750 per month depending on location and Soho House membership status[228] - Membership revenues for the 13 weeks ended March 31, 2024, were revised to$98.949 million, down from the previously reported $100.191 million, reflecting a decrease of$1.242 million[242] - Membership revenues for the 13 weeks ended June 30, 2024, were revised to $102.347 million, down from the previously reported$103.584 million, reflecting a decrease of $1.237 million[242] - Membership revenues for the 39 weeks ended September 29, 2024 were$308.690 million, an 18% increase compared to the same period in 2023[322] - Membership revenues increased by 17% to $107,394 for the 13 weeks ended September 29, 2024, driven by an 11$4,707 for the 13 weeks ended September 29, 2024, driven by a 5% increase in Adult Paying Members[334] - The Americas segment saw a 17% increase in membership revenues, driven by new Soho Houses in Mexico City, Portland, and Sao Paulo[366] - Global waitlist for SHCO membership stands at approximately 111,000 applicants as of September 29, 2024[283] - Annual membership fee for Every House access is approximately $4,800, excluding local sales taxes[286] - Membership growth, retention rates, and periodic fee increases are key drivers of profitability, with strong member loyalty evidenced by high retention rates and wait lists[262] Financial Revisions and Misstatements - The company revised its Fiscal 2023 and Fiscal 2022 consolidated financial statements and Q2 2024, Q1 2024, Q3 2023, Q2 2023, and Q1 2023 unaudited condensed consolidated financial statements due to identified misstatements[236] - Misstatements in North America segment balance sheet reconciliations resulted in an understatement of net loss of$5 million in Fiscal 2022 and $7 million in Fiscal 2023, and an overstatement of net assets of$6 million as at Fiscal 2022 and $12 million as at Fiscal 2023[237] - Misstatements in Soho Home sale transactions resulted in an understatement of net income of$2 million in Fiscal 2022 and less than $1 million in Fiscal 2023, and an understatement of net assets of$2 million as at Fiscal 2022 and $2 million as at Fiscal 2023[237] - Misstatements in Soho Works embedded lease accounting resulted in an overstatement of Membership revenues and Other operating expenses of$5 million in Fiscal 2023, $1 million in Q1 2024, and$1 million in Q2 2024[237] - Misstatements in revenue recognition of exclusivity and incentive fees resulted in an overstatement of Other revenues of $6 million in Q3 2023 and Fiscal 2023, and an understatement of deferred revenues of$6 million as at Q3 2023 and as at Fiscal 2023[237] - Misstatements in income tax (expense) benefit resulted in an overstatement of the income tax (expense) of $4 million in Q1 2024 and$5 million in Q2 2024, with a cumulative impact of $9 million on net income[237] - The company identified misstatements in previously issued financial statements, but determined the impacts were not material[400] Financial Performance and Metrics - Total revenues for the 13 weeks ended March 31, 2024, were revised to$261.944 million, down from the previously reported $263.146 million, reflecting a decrease of$1.202 million[242] - In-House operating expenses for the 13 weeks ended March 31, 2024, were revised to $151.471 million, down from the previously reported$151.629 million, reflecting a decrease of 158,000[242] - Net loss attributable to Soho House & Co Inc. for the 13 weeks ended March 31, 2024, was revised to 41.559 million, down from the previously reported $46.040 million, reflecting an improvement of$4.481 million[242] - Total revenues for the 13 weeks ended June 30, 2024, were revised to $302.947 million, down from the previously reported$305.146 million, reflecting a decrease of $2.199 million[242] - In-House operating expenses for the 13 weeks ended June 30, 2024, were revised to$163.979 million, up from the previously reported $162.884 million, reflecting an increase of$1.095 million[242] - Net loss attributable to Soho House & Co Inc. for the 13 weeks ended June 30, 2024, was revised to $29.899 million, down from the previously reported$33.869 million, reflecting an improvement of $3.970 million[242] - Net loss for the year ending December 31, 2023, was$(1,360,365) thousand, with a total shareholders' deficit of $(150,627) thousand[249] - Accumulated deficit as of December 31, 2023, stood at$(1,360,365) thousand, reflecting a significant financial burden[249] - Non-cash share-based compensation for the year ending December 31, 2023, amounted to $18,875 thousand[249] - Net change in cumulative translation adjustment for the year ending December 31, 2023, was$(24,853) thousand[249] - Total shareholders' deficit attributable to Soho House & Co Inc. as of December 31, 2023, was $(158,367) thousand[249] - Net income (loss) for the quarter ending March 31, 2024, was$(46,040) thousand, with a total shareholders' deficit of $(185,394) thousand[249] - Non-cash share-based compensation for the quarter ending March 31, 2024, was$7,336 thousand[249] - Net change in cumulative translation adjustment for the quarter ending March 31, 2024, was 4,088 thousand[249] - Total shareholders' deficit attributable to Soho House & Co Inc. as of March 31, 2024, was (192,983) thousand[249] - Net income (loss) for the quarter ending June 30, 2024, was $(33,869) thousand, with a total shareholders' deficit of$(225,819) thousand[249] - Net loss for the 39 weeks ended September 29, 2024 was $42,362 thousand, compared to$41,450 thousand for the same period in 2023[250] - General and Administrative Expenses increased by $9,389 thousand (9$112,770 thousand for the 39 weeks ended September 29, 2024, driven by business expansion costs including five new Soho Houses[29] - Other expenses increased by $12,113 thousand to$13,738 thousand for the 39 weeks ended September 29, 2024, primarily due to one-time expenses and strategic reorganization costs[31] - House-Level Contribution Margin improved to 28% for the 13 weeks ended September 29, 2024, up from 26% in the same period in 2023[304] - Adjusted EBITDA increased to $48,281 thousand for the 13 weeks ended September 29, 2024, compared to$35,055 thousand in the same period in 2023[304] - Total revenues for the 39 weeks ended September 29, 2024 were $898.259 million, an 8$358.213 million, a slight increase of $1.351 million compared to the same period in 2023[323] - In-House Operating Expenses for the 39 weeks ended September 29, 2024 were$474.240 million, an increase of $29.582 million compared to the same period in 2023[326] - Pre-opening expenses for the 39 weeks ended September 29, 2024 were$13.958 million, a 3% decrease compared to the same period in 2023[329] - House-Level Contribution Margin was 26% for the 39 weeks ended September 29, 2024, an increase of 1% from the prior period[327] - Other revenues in The Americas segment increased $686 thousand, or 4$167.717 million, an increase of $16.822 million compared to the same period in 2023[351] - Depreciation and amortization increased by$2,480 (3%) to $76,642 for the 39 weeks ended September 29, 2024, driven by IT development costs and new Soho Houses, partially offset by reductions at Soho Works sites[354] - The company recognized$14,068 in impairment losses on long-lived assets, with $13 million related to Soho Works North America[355] - Total revenues increased by 8$898,259 for the 39 weeks ended September 29, 2024, with membership revenues up 18% to $308,690[361] - General and administrative expenses increased by$4,108 (12%) to $39,672 for the 13 weeks ended September 29, 2024, due to business expansion costs[364] - Adjusted EBITDA increased by 16$99,612 for the 39 weeks ended September 29, 2024, representing 11% of total revenues[356] - Interest expense, net increased by 4% to $61,846 for the 39 weeks ended September 29, 2024, representing 7$14,068 in impairment losses on long-lived assets for the 13 weeks ended September 29, 2024, primarily related to Soho Works North America[341] - Net interest expense for the 39 weeks ended September 29, 2024, increased by $2,319 (4$61,846, driven by higher interest rates and principal on the Soho Beach House Miami loan and Senior Secured Notes[359] - In-House revenues for the 13 weeks ended September 29, 2024, increased by $5,435 to$120,658, supported by four new Houses opened since October 1, 2023[363] - Pre-opening expenses for the 39 weeks ended September 29, 2024, decreased by $411 (3$13,958, driven by timing of expenses for new House openings[357] - Other operating expenses for the 39 weeks ended September 29, 2024, increased by 7% to $206,015, with a constant currency increase of 4$48,281, with a constant currency increase of 31%[369] - Operating income for the 39 weeks ended September 29, 2024 was $615 thousand, compared to a loss of$8,072 thousand in the same period last year[374] - General and administrative expenses increased by 9% to $112,770 thousand for the 39 weeks ended September 29, 2024[374] - House-Level Contribution increased by 11$167,717 thousand for the 39 weeks ended September 29, 2024[374] - Net cash provided by operating activities was $62,794 thousand for the 39 weeks ended September 29, 2024, compared to$28,690 thousand in the same period last year[378] Operational and Strategic Developments - The company issued 949 shares of Class A common stock subsequent to September 29, 2024 due to SARs being exercised[254] - The company has observed a secular shift in living and working patterns, with increased demand for curated communities[257] - Foreign exchange risk is mitigated by natural hedging as income and supplier payments for UK and European operations are in Pound sterling or Euros[452] - Average Daily Rate (ADR) is a key performance indicator, representing average rental income per paid occupied room[301] - The company operates approximately 1,500 hotel rooms across The LINE and Saguaro hotels in the Americas[287] - In-House Revenues increased by 5% year-over-year to $120.7 million for the 13 weeks ended September 29, 2024[308] - The Americas segment saw a 6$46.6 million for the 13 weeks ended September 29, 2024[308] - United Kingdom segment's Other Revenues increased by 8% to $1.5 million in Q3 2024, driven by higher design fees[310] - Other Contribution Margin improved to 24$2.6 million in Q3 2024 compared to Q3 2023[314] - Share-based compensation expense decreased by $1.2 million to$3.5 million in Q3 2024[316] - Adjusted EBITDA for the 13 weeks ended September 29, 2024 was $48.281 million, a 38$117 thousand year-on-year, with a 5% decrease in constant currency[335] - The Americas segment's Other Contribution increased by 58% to $12,738 for the 39 weeks ended September 29, 2024, compared to the same period in 2023[367] - The company repurchased 3,160,175 shares of Class A common stock for$17 million during the 39 weeks ended September 29, 2024[377] - The company is exposed to commodity price risks, particularly for foodstuffs, natural gas, and oil[390] - The company is exposed to foreign exchange risk in Pound sterling and Euros, with significant operations in the UK, Americas, and Europe[384] - If the USD had strengthened/weakened by 10% versus the GBP, revenue for the 13 weeks ended September 29, 2024, would have been approximately $6 million lower and$7 million higher, respectively[385] - If the Euro had strengthened/weakened by 10% versus the GBP, revenue for the 39 weeks ended September 29, 2024, would have been approximately $13 million higher and$11 million lower, respectively[387] - If the USD had strengthened/weakened by 10% versus the GBP, revenue would have been approximately $47 million lower and$52 million higher, respectively, for the 39 weeks ended September 29, 2024[396] Internal Controls and Risk Management - The company identified material weaknesses in internal control over financial reporting, including insufficient personnel with GAAP expertise and ineffective IT general controls[395] - Management concluded that disclosure controls and procedures were not effective as of September 29, 2024 due to material weaknesses in internal control over financial reporting[400]