Soho House & (SHCO) - 2026 Q2 - Quarterly Results

Second Quarter 2025 Results Overview Q2 2025 Highlights & CEO Commentary 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] - 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] Financial Performance Summary of Unaudited Financial Results 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 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 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 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 Membership Summary 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 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][9] - 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][9] - House-level food and beverage profit margins improved year-over-year compared to Q2 2024, and accommodation performance drove a 2% RevPAR growth[9] Non-GAAP Financial Measures & Definitions Non-GAAP Financial Measures Definitions 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][17] - 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] - 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] - 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] - 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] Reconciliation of Non-GAAP Measures Reconciliation of Net Income (Loss) to Adjusted EBITDA 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 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 Definitions of Key Metrics 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][42] - In-house revenue includes all revenue generated within the houses, such as food and beverage, accommodation, and spa products and services[33][43] - 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][44] - 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][37][39] - 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] Additional Information About Soho House & Co 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] - 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] - 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] Forward-Looking Statements 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] - 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] - The company undertakes no obligation to publicly update or revise any forward-looking statements, except as required by law[47] Contacts This section provides investor relations and media contact information - Investor Relations contact email: ir@sohohouseco.com[1][13][48] - Media and Press contact email: press@sohohouseco.com[1][13][48]