What changed in Soho House & Co Inc.'s 10-K — 2024 vs 2025
vs
Paragraph-level year-over-year comparison of Soho House & Co Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.
+194 added−189 removedSource: 10-K (2025-03-31) vs 10-K (2024-03-18)
Top changes in Soho House & Co Inc.'s 2025 10-K
194 paragraphs added · 189 removed · 149 edited across 1 sections
- Item 1C. Cybersecurity+194 / −189 · 149 edited
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
149 edited+45 added−40 removed126 unchanged
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
149 edited+45 added−40 removed126 unchanged
2024 filing
2025 filing
Biggest change(9) Following the Company's impairment review in fiscal 2023, the Company recognized $47 million of impairment losses on long-lived assets (comprised of $33 million in respect of Operating lease assets and $14 million of Property and equipment, net), of which $37 million is in respect of Soho Works North America. 62 The computation of House-Level Contribution and Other Contribution is set forth below: For the Fiscal Year Ended December 31, 2023 January 1, 2023 Change % January 1, 2023 Constant Currency (1) Constant Currency Change % (1) Actuals (Unaudited, dollar amounts in thousands) Operating loss $ (23,003 ) $ (147,481 ) 84 % $ (152,137 ) 85 % General and administrative 143,583 123,435 16 % 124,506 15 % Pre-opening expenses 18,604 14,081 32 % 14,203 31 % Depreciation and amortization 111,403 99,930 11 % 100,797 11 % Share-based compensation 20,230 27,681 (27 )% 27,921 (28 )% Foreign exchange (gain) loss, net (36,196 ) 69,600 n/m 70,204 n/m Other, net 5,963 9,703 (39 )% 9,787 (39 )% Loss on impairment of long-lived assets 47,455 — n/m — n/m Non-House membership revenues (36,159 ) (30,057 ) (20 )% (30,318 ) (19 )% Other revenues (292,326 ) (272,803 ) (7 )% (274,606 ) (6 )% Other operating expenses 258,483 250,336 3 % 252,508 2 % House-Level Contribution $ 218,037 $ 144,425 51 % $ 142,865 53 % Operating Loss margin (2 )% (15 )% (15 )% House-Level Contribution Margin 27 % 22 % 22 % For the Fiscal Year Ended December 31, 2023 January 1, 2023 Change % January 1, 2023 Constant Currency (1) Constant Currency Change % (1) Actuals (Unaudited, dollar amounts in thousands) Membership revenues $ 361,487 $ 272,809 33 % $ 274,014 32 % Less: Non-House membership revenues (36,159 ) (30,057 ) (20 )% (30,318 ) (19 )% Add: In-House revenues 482,066 426,602 13 % 428,653 12 % Total House revenues 807,394 669,354 21 % 672,349 20 % Less: In-House operating expenses (589,357 ) (524,929 ) (12 )% (529,484 ) (11 )% House-Level Contribution $ 218,037 $ 144,425 51 % $ 142,865 53 % For the Fiscal Year Ended December 31, 2023 January 1, 2023 Change % January 1, 2023 Constant Currency (1) Constant Currency Change % (1) Actuals (Unaudited, dollar amounts in thousands) Operating loss $ (23,003 ) $ (147,481 ) 84 % $ (152,137 ) 85 % General and administrative 143,583 123,435 16 % 124,506 15 % Pre-opening expenses 18,604 14,081 32 % 14,203 31 % Depreciation and amortization 111,403 99,930 11 % 100,797 11 % Share-based compensation 20,230 27,681 (27 )% 27,921 (28 )% Foreign exchange (gain) loss, net (36,196 ) 69,600 n/m 70,204 n/m Other, net 5,963 9,703 (39 )% 9,787 (39 )% Loss on impairment of long-lived assets 47,455 — n/m — n/m House membership revenues (325,328 ) (242,752 ) (34 )% (243,696 ) (33 )% In-House revenues (482,066 ) (426,602 ) (13 )% (428,653 ) (12 )% In-House operating expenses 589,357 524,929 12 % 529,484 11 % Total Other Contribution $ 70,002 $ 52,524 33 % $ 52,416 34 % Operating Loss margin (2 )% (15 )% (15 )% Other Contribution Margin 21 % 17 % 17 % 63 For the Fiscal Year Ended December 31, 2023 January 1, 2023 Change % January 1, 2023 Constant Currency (1) Constant Currency Change % (1) Actuals (Unaudited, dollar amounts in thousands) Other Contribution Non-House membership revenues $ 36,159 $ 30,057 20 % $ 30,318 19 % Add: other revenues 292,326 272,803 7 % 274,606 6 % Less: other operating expenses (258,483 ) (250,336 ) (3 )% (252,508 ) (2 )% Other Contribution $ 70,002 $ 52,524 33 % $ 52,416 34 % (1) See “Non-GAAP Financial Measures—Constant Currency” for an explanation of our constant currency results.
Biggest changeAs such, the Company has provided in full for the inventory it is unable to recover as a result of the entering into the agreement. 64 The computation of House-Level Contribution and Other Contribution is set forth below: For the Fiscal Year Ended December 29, 2024 December 31, 2023 (As Revised) Change % December 31, 2023 Constant Currency (1) Constant Currency Change % (1) Actuals (Unaudited, dollar amounts in thousands) Operating loss $ (70,041 ) $ (35,593 ) (97 )% $ (36,555 ) (92 )% General and administrative 152,922 143,583 7 % 147,466 4 % Pre-opening expenses 15,626 18,679 (16 )% 19,184 (19 )% Depreciation and amortization 101,521 111,281 (9 )% 114,291 (11 )% Share-based compensation 16,023 20,230 (21 )% 20,777 (23 )% Foreign exchange (gain) loss, net 22,708 (36,196 ) n/m (37,175 ) n/m Other, net 11,843 6,006 97 % 6,168 92 % Loss on impairment of long lived assets and intangible assets 32,345 47,772 (32 )% 49,064 (34 )% Loss on impairment of Goodwill 6,204 — n/m — n/m Non-House membership revenues (32,855 ) (31,277 ) (5 )% (32,123 ) (2 )% Other revenues (304,175 ) (286,374 ) (6 )% (294,119 ) (3 )% Other operating expenses 276,321 256,897 8 % 263,845 5 % House-Level Contribution $ 228,442 $ 215,008 6 % $ 220,823 3 % Operating Loss margin (6 )% (3 )% (3 )% House-Level Contribution Margin 26 % 27 % 27 % For the Fiscal Year Ended December 29, 2024 December 31, 2023 (As Revised) Change % December 31, 2023 Constant Currency (1) Constant Currency Change % (1) Actuals (Unaudited, dollar amounts in thousands) Membership revenues $ 418,026 $ 356,605 17 % $ 366,249 14 % Less: Non-House membership revenues (32,855 ) (31,277 ) (5 )% (32,123 ) (2 )% Add: In-House revenues 481,613 482,155 (0 )% 495,195 (3 )% Total House revenues 866,784 807,483 7 % 829,321 5 % Less: In-House operating expenses (638,342 ) (592,475 ) (8 )% (608,498 ) (5 )% House-Level Contribution $ 228,442 $ 215,008 6 % $ 220,823 3 % 65 For the Fiscal Year Ended December 29, 2024 December 31, 2023 (As Revised) Change % December 31, 2023 Constant Currency (1) Constant Currency Change % (1) Actuals (Unaudited, dollar amounts in thousands) Operating loss $ (70,041 ) $ (35,593 ) (97 )% $ (36,555 ) (92 )% General and administrative 152,922 143,583 7 % 147,466 4 % Pre-opening expenses 15,626 18,679 (16 )% 19,184 (19 )% Depreciation and amortization 101,521 111,281 (9 )% 114,291 (11 )% Share-based compensation 16,023 20,230 (21 )% 20,777 (23 )% Foreign exchange (gain) loss, net 22,708 (36,196 ) n/m (37,175 ) n/m Other, net 11,843 6,006 97 % 6,168 92 % Loss on impairment of long-lived assets and intangible assets 32,345 47,772 (32 )% 49,064 (34 )% Loss on impairment of Goodwill 6,204 — n/m — n/m House membership revenues (385,171 ) (325,328 ) (18 )% (334,126 ) (15 )% In-House revenues (481,613 ) (482,155 ) 0 % (495,195 ) 3 % In-House operating expenses 638,342 592,475 8 % 608,498 5 % Total Other Contribution $ 60,709 $ 60,754 (0 )% $ 62,397 (3 )% Operating Loss margin (6 )% (3 )% (3 )% Other Contribution Margin 18 % 19 % 19 % For the Fiscal Year Ended December 29, 2024 December 31, 2023 (As Revised) Change % December 31, 2023 Constant Currency (1) Constant Currency Change % (1) Actuals (Unaudited, dollar amounts in thousands) Other Revenues $ 304,175 $ 286,374 6 % 294,119 3 % Add: Non-House membership revenues 32,855 31,277 5 % $ 32,123 2 % Adjusted Other Revenues 337,030 317,651 6 % 326,242 3 % Less: other operating expenses (276,321 ) (256,897 ) (8 )% (263,845 ) (5 )% Other Contribution $ 60,709 $ 60,754 (0 )% $ 62,397 (3 )% (1) See “Non-GAAP Financial Measures—Constant Currency” for an explanation of our constant currency results.
For additional information about the cybersecurity risks we face, see the risk factors entitled, “A cybersecurity attack, ‘data breach’ or other security incident experienced by us or our third-party service providers may result in negative publicity, claims, investigations and litigation and adversely affect our business, results of operations and financial condition,” and “If we fail to properly maintain the 41 confidentiality and integrity of our data, including member and customer credit or debit card and bank account information and other PII, or if we fail to comply with applicable laws, rules, regulations, industry standards and contractual obligations relating to data privacy, protection and security, it may adversely affect our reputation, business and operations,” in Item 1A Risk Factors.
For additional information about the cybersecurity risks we face, see the risk factors entitled, “A cybersecurity attack, ‘data breach’ or other security incident experienced by us or our third-party service providers may result in negative publicity, claims, investigations and litigation and adversely affect our business, results of operations and financial condition,” and “If we fail to properly maintain the confidentiality and integrity of our data, including member and customer credit or debit card and bank account information and other PII, or if we fail to comply with applicable laws, rules, regulations, industry standards and contractual obligations relating to data privacy, protection and security, it may adversely affect our reputation, business and operations,” in Item 1A Risk Factors.
As a result, our financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Ite m 7A. Quantitative and Qualitative Disclosures About Market Risk. Foreign Exchange Risk We principally operate in the UK and North America, although we have significant operations in Europe.
As a result, our financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. 72 Ite m 7A. Quantitative and Qualitative Disclosures About Market Risk. Foreign Exchange Risk We principally operate in the UK and North America, although we have significant operations in Europe.
Our Membership Revenues, which are reflective of our steady and growing global brand, help to provide us with a recurring revenue base that limits the impact of fluctuations in regional economic conditions. 48 Our business and future performance is also affected by a variety of factors, including: • The ability to grow our member base.
Our Membership Revenues, which are reflective of our steady and growing global brand, help to provide us with a recurring revenue base that limits the impact of fluctuations in regional economic conditions. Our business and future performance is also affected by a variety of factors, including: • The ability to grow our member base.
Recently Issued Accounting Pronouncements 69 A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Item 8, Financial Statements and Supplementary Data, Note 2 Summary of Significant Accounting Policies - Basis of Presentation to our consolidated financial statements appearing in Item 8 and elsewhere in this Annual Report on Form 10-K.
Recently Issued Accounting Pronouncements A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Item 8, Financial Statements and Supplementary Data, Note 2, Summary of Significant Accounting Policies - Basis of Presentation to our consolidated financial statements appearing in Item 8 and elsewhere in this Annual Report on Form 10-K.
Recoverability of purchased intangible assets with finite lives is measured by comparing the carrying amount of the asset to the future undiscounted cash flows the asset is expected to generate. Significant judgment is involved in determining the assumptions used in estimating future cash flows, including projected revenue growth, operating margins, economic conditions and changes in the operating environment.
Recoverability of purchased intangible assets with finite lives is measured by comparing the carrying amount of the asset to the future undiscounted cash flows the asset is expected to generate. Significant 69 judgment is involved in determining the assumptions used in estimating future cash flows, including projected revenue growth, operating margins, economic conditions and changes in the operating environment.
Share-based compensation expense is measured based on the grant-date fair value of those awards. All the Company awards in issue have graded-vesting features and are service conditions only awards and therefore compensation expense is recognized on a straight-line basis over the total requisite service period for the entire award.
Share-based compensation expense is measured based on the grant-date fair value of those awards. All the Company awards in issue have graded-vesting features and are predominantly service conditions only awards and therefore compensation expense is recognized on a straight-line basis over the total requisite service period for the entire award.
Dean Street Townhouse has an dining room in the heart of Soho, offering a menu of British classics. Above the restaurant, there are 39 bedrooms featuring beds, rainforest showers and freestanding bathtubs. Redchurch Townhouse is located in Shoreditch and includes 37 bedrooms and a Cecconi’s restaurant on the ground floor.
Dean Street Townhouse has a dining room in the heart of Soho, offering a menu of British classics. Above the restaurant, there are 39 bedrooms featuring beds, rainforest showers and freestanding bathtubs. Redchurch Townhouse is located in Shoreditch and includes 37 bedrooms and a Cecconi’s restaurant on the ground floor.
The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest. 68 Significant judgment is also required in determining any valuation allowance recorded against deferred tax assets.
The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest. Significant judgment is also required in determining any valuation allowance recorded against deferred tax assets.
We base our estimates, assumptions and judgments on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or 66 conditions. We evaluate our estimates, assumptions and judgments on a regular basis and make changes accordingly.
We base our estimates, assumptions and judgments on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. We evaluate our estimates, assumptions and judgments on a regular basis and make changes accordingly.
Robust demand for our memberships is also evidenced by considerable wait lists for our Houses. 49 The year-over-year increase in our total number of Soho House Members is driven by a combination of increases in membership at existing Houses and members from new Houses. SOHO HOUSE MEMBER RETENTION.
Robust demand for our memberships is also evidenced by considerable wait lists for our Houses. The year-over-year increase in our total number of Soho House Members is driven by a combination of increases in membership at existing Houses and members from new Houses. SOHO HOUSE MEMBER RETENTION.
The pricing of our In-House offerings is reflective of the fact that the significant majority of In-House offerings that generate In-House revenues are consumed by members who also pay a membership fee in relation to that House, with pricing of such In-House offerings being identical for both members and non-members. OTHER REVENUES .
The pricing of our In-House offerings is reflective of the fact that the significant majority of In-House offerings that generate In-House revenues are consumed by members who also pay a membership fee in relation to that House, with pricing of such In-House offerings being identical for both members and non-members. 51 OTHER REVENUES .
Cash Flow and Fair Value Interest Rate Risk 70 We have historically financed our operations through a mixture of bank borrowings and bond notes which are generally fixed, and expect to finance our operations through operating cash flows and availability under our Revolving Credit Facility.
Cash Flow and Fair Value Interest Rate Risk We have historically financed our operations through a mixture of bank borrowings and bond notes which are generally fixed, and expect to finance our operations through operating cash flows and availability under our Revolving Credit Facility.
The output from this group is shared quarterly with the Cyber Security Risk Committee (“CSRC”) a Board Sub-Committee which comprises the Chief Executive Officer (CEO), Chief Financial Officer (CFO), Chief Technology Officer (CTO), Chief Legal Officer (CLO) and Director of Information Security.
The output from this group is shared quarterly with the Cyber Security Risk Committee (“CSRC”) a Board 42 Sub-Committee which comprises the Chief Executive Officer (CEO), Chief Financial Officer (CFO), Chief Technology Officer (CTO), Chief Legal Officer (CLO) and Director of Information Security.
We believe our track record in expanding and growing our platform will position us to achieve significant and sustained growth. A significant portion of our revenues is derived from House Revenues which consist of Membership Revenues and In-House Revenues.
We believe our track record in expanding and growing our platform will position us to achieve significant and sustained growth. 49 A significant portion of our revenues is derived from House Revenues which consist of Membership Revenues and In-House Revenues.
Purchase obligations include all legally binding contracts, including commitments for the fitting out of real estate and software development/license commitments and service contracts. The majority of our purchase obligations are due within the next 12 months. Refer to Item 8, Financial Statements and Supplementary Data, Note 18 Commitments and Contingencies in this Annual Report on Form 10-K for additional information.
Purchase obligations include all legally binding contracts, including commitments for the fitting out of real estate and software development/license commitments and service contracts. The majority of our purchase obligations are due within the next 12 months. Refer to Item 8, Financial Statements and Supplementary Data, Note 15, Commitments and Contingencies, in this Annual Report on Form 10-K for additional information.
The Director of Information Security provides the CTO with periodic updates and also chairs the Cyber Security Risk Committee which provides a forum for senior management to discuss cyber risk management in greater detail. It em 2. Properties. Our principal office is located at 180 Strand, London, WC2R 1EA, United Kingdom, which is approximately 22,776 square feet.
The Director of Information Security provides the CTO with periodic updates and also chairs the CSRC which provides a forum for senior management to discuss cyber risk management in greater detail. It em 2. Properties. Our principal office is located at 180 Strand, London, WC2R 1EA, United Kingdom, which is approximately 22,776 square feet.
The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our common stock. 45 Dividend Policy We do not currently pay dividends on any shares of our common stock and we currently intend to retain all available funds and any future earnings for use in the operation of our business.
The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our common stock. 46 Dividend Policy We do not currently pay dividends on any shares of our common stock and we currently intend to retain all available funds and any future earnings for use in the operation of our business.
The terms of our typical lease agreements are generally 20-25 years and provide for fixed rents, although certain of our leases provide for periodic rent increases (usually pursuant to a reference index). Refer to Note 6 Leases in this Annual Report on Form 10-K for further information.
The terms of our typical lease agreements are generally 20-25 years and provide for fixed rents, although certain of our leases provide for periodic rent increases (usually pursuant to a reference index). Refer to Note 5, Leases, in this Annual Report on Form 10-K for further information.
The net proceeds drawn down were used, in part, to finance the $50 million share repurchase program (refer to note 17 Loss Per Share and Shareholders’ Equity (Deficit) in this Annual Report on Form 10-K for additional information ) with the remaining $50 million being used for general corporate purposes.
The net proceeds drawn down were used, in part, to finance the $50 million share repurchase program (refer to Note 14, Loss Per Share and Shareholders’ Equity (Deficit), in this Annual Report on Form 10-K for additional information ) with the remaining $50 million being used for general corporate purposes.
Loans under the Revolving Credit Facility are capable of being borrowed, repaid and reborrowed at any time. For further information, refer to Item 8, Financial Statements and Supplementary Data, Note 12 Debt in this Annual Report on Form 10-K.
Loans under the Revolving Credit Facility are capable of being borrowed, repaid and reborrowed at any time. For further information, refer to Item 8, Financial Statements and Supplementary Data, Note 11, Debt, in this Annual Report on Form 10-K.
Many of the ingredients we use to prepare our food and beverages are commodities or are affected by the price of other commodities. Factors that affect the price of commodities are generally outside of our control and include foreign currency exchange rates, foreign and domestic supply and demand, inflation, weather, the geopolitical situation, and seasonality. 71
Many of the ingredients we use to prepare our food and beverages are commodities or are affected by the price of other commodities. Factors that affect the price of commodities are generally outside of our control and include foreign currency exchange rates, foreign and domestic supply and demand, inflation, weather, the geopolitical situation, and seasonality. 73
Refer to Note 5 Equity Method Investments in this Annual Report on Form 10-K for further information. Leased and managed properties The rest of our properties are leased or managed, which reflects our asset-light real estate model.
Refer to Note 4, Equity Method Investments, in this Annual Report on Form 10-K for further information. Leased and managed properties The rest of our properties are leased or managed, which reflects our asset-light real estate model.
Our memberships work together, allowing us to reach new audiences with a set of interconnected offerings. 46 Our membership has remained resilient through multiple economic cycles and other macroeconomic dislocations, including the recent COVID-19 pandemic.
Our memberships work together, allowing us to reach new audiences with a set of interconnected offerings. 47 Our membership has remained resilient through multiple economic cycles and other macroeconomic dislocations, including the recent COVID-19 pandemic.
Our expansion into new products and businesses can contribute meaningfully to our revenue in the future as we tap into our existing and growing membership base. Reportable Segments Our operations consist of three reportable segments (United Kingdom, North America, Europe and Rest of the World (“ROW”)) and one non-reportable segment that we present as “All Other”.
Our expansion into new products and businesses can contribute meaningfully to our revenue in the future as we tap into our existing and growing membership base. Reportable Segments Our operations consist of three reportable segments (United Kingdom, The Americas, Europe and Rest of the World (“RoW”)) and one non-reportable segment that we present as “All Other”.
A Soho House membership offers access to a network of distinctive and carefully curated Houses, across North America, the United Kingdom, Europe and Asia, which serve as the cornerstone of our member experience. We enhance our member experience through our digital channels, including the Soho House App and our website.
A Soho House membership offers access to a network of distinctive and carefully curated Houses, across the Americas, the United Kingdom, Europe and Asia, which serve as the cornerstone of our member experience. We enhance our member experience through our digital channels, including the Soho House App and our website.
Our property portfolio mainly consists of our Soho Houses; however, we also lease and operate 5 Soho Home and Cowshed retail stores, 9 Soho Works locations; 10 stand-alone public restaurants, Scorpios Beach Club in Mykonos and other support locations in the US and UK. In addition, our Townhouse properties have two sites in London with restaurants and bedrooms.
Our property portfolio mainly consists of our Soho Houses; however, we also lease and operate 9 Soho Home and Cowshed retail stores, 8 Soho Works locations; 8 stand-alone public restaurants, Scorpios Beach Club in Mykonos and Bodrum and other support locations in the US and UK. In addition, our Townhouse properties have two sites in London with restaurants and bedrooms.
Refer to Item 8, Financial Statements and Supplementary Data, Note 18 Commitments and Contingencies in this Annual Report on Form 10-K for further information. It em 4. Mine Safety Disclosures. None. 44 PART II It em 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Refer to Item 8, Financial Statements and Supplementary Data, Note 15, Commitments and Contingencies, in this Annual Report on Form 10-K for further information. It em 4. Mine Safety Disclosures. None. 45 PART II It em 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Other revenues are defined as total revenues that are not realized within our Houses, including revenues from Scorpios, Soho Works and our stand-alone restaurants, procurement fees from SHD, Soho Home and Cowshed retail products and other revenues from products and services that we provide outside of our Houses, as well as management fees from hotel management contracts for The Ned Sites and The LINE and Saguaro hotels. 50 NON-HOUSE MEMBERSHIP REVENUES .
Other revenues are defined as total revenues that are not realized within our Houses, including revenues from Scorpios, Soho Works and our stand-alone restaurants, procurement fees from SHD, Soho Home and Cowshed retail products and other revenues from products and services that we provide outside of our Houses, as well as management fees from hotel management contracts for The Ned Sites and The LINE and Saguaro hotels.
Securities Authorized for Issuance under Equity Compensation Plans The information required by this item will be included in our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023 and is incorporated herein by reference.
Securities Authorized for Issuance under Equity Compensation Plans The information required by this item will be included in our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 29, 2024 and is incorporated herein by reference.
Refer to Note 6 Leases in this Annual Report on Form 10-K for additional information relating to our operating and financing leases.
Refer to Note 5, Leases, in this Annual Report on Form 10-K for additional information relating to our operating and financing leases.
There were 12,107,333 shares initially available for all awards under the 2021 Plan and the shares available may, subject to board approval, increase annually on the first day of each calendar year, beginning with the calendar year ending December 31, 2022. The annual increase is capped at 5% of shares outstanding.
There were 12,055,337 shares initially available for all awards under the 2021 Plan and the shares available may, subject to board approval, increase annually on the first day of each calendar year, beginning with the calendar year ending December 31, 2022. The annual increase is capped at 5% of shares outstanding.
While we operate Soho House Istanbul, Soho House Mumbai, Soho Beach House Canouan, The LINE and Saguaro hotels and The Ned hotels, these properties are leased or owned by our local partners and we have no real estate interests in these properties. 42 The following table sets forth our Soho Houses by geographic location as of December 31, 2023 which represent our material property arrangements. # Houses House Name Segment Country Arrangement Type Territory Opening Years of Operation Club Space Gym/Health Club Spa Pool Public F&B/ Friends Studio 1 40 Greek Street UK UK Leased UK Jan-95 29 ✓ - - - - 2 Babington House UK UK Owned UK Sep-98 25 ✓ ✓ ✓ ✓ - 3 Electric House UK UK Leased UK Apr-02 21 ✓ - - - ✓ 4 Soho House New York North America USA Leased Americas Jun-03 20 ✓ - ✓ ✓ - 5 High Road House UK UK Owned UK Jul-06 17 ✓ - - - ✓ 6 Shoreditch House UK UK Leased UK Jun-07 16 ✓ ✓ ✓ ✓ - 7 Soho House West Hollywood North America USA Leased Americas Mar-10 14 ✓ - - - - 8 Soho House Berlin Europe and RoW Germany Leased Europe May-10 13 ✓ ✓ ✓ ✓ ✓ 9 Soho Beach House Miami North America USA Owned Americas Oct-10 13 ✓ ✓ ✓ ✓ ✓ 10 Little House Mayfair UK UK Leased UK Apr-12 11 ✓ - - - - 11 Soho House Toronto North America Canada Joint Venture Americas Oct-12 11 ✓ - - - - 12 Soho House Chicago North America USA Leased Americas Aug-14 9 ✓ ✓ ✓ ✓ ✓ 13 Soho House Istanbul Europe and RoW Turkey HMA* Europe Apr-15 8 ✓ ✓ ✓ ✓ ✓ 14 Soho Farmhouse UK UK Leased UK Jun-15 8 ✓ ✓ ✓ ✓ - 15 76 Dean Street UK UK Leased UK Aug-15 8 ✓ - - - - 16 Little Beach House Malibu North America USA Leased Americas May-16 7 ✓ - - - - 17 Ludlow House North America USA Leased Americas Jul-16 7 ✓ - - - - 18 Soho House Barcelona Europe and RoW Spain Joint Venture Europe Oct-16 7 ✓ ✓ ✓ ✓ ✓ 19 Kettner's UK UK Leased UK Jan-18 6 ✓ - - - ✓ 20 White City House UK UK Leased UK May-18 5 ✓ ✓ ✓ ✓ ✓ 21 DUMBO House North America USA Leased Americas May-18 5 ✓ - - ✓ ✓ 22 Soho House Amsterdam Europe and RoW The Netherlands Leased Europe May-18 5 ✓ ✓ ✓ ✓ ✓ 23 Little Beach House Barcelona Europe and RoW Spain Joint Venture Europe Aug-18 5 ✓ - ✓ - - 24 Soho House Mumbai Europe and RoW India HMA* Asia Nov-18 5 ✓ ✓ ✓ ✓ ✓ 25 Soho House Hong Kong Europe and RoW Hong Kong Leased Asia Sep-19 4 ✓ ✓ - ✓ - 26 Soho Warehouse, DTLA North America USA Leased Americas Oct-19 4 ✓ ✓ - ✓ - 27 Soho Roc House Europe and RoW Greece Leased Europe Jul-20 3 ✓ ✓ - ✓ - 28 Soho Beach House Canouan North America St Vincent & The Grenadines HMA* Americas Apr-21 2 ✓ ✓ - - - 29 180 House UK UK Leased UK Apr-21 2 ✓ - - ✓ ✓ 30 Soho House Austin North America USA Leased Americas May-21 2 ✓ - - ✓ - 31 Soho House Tel Aviv Europe and RoW Israel Leased Europe Aug-21 2 ✓ - - ✓ - 32 Soho House Paris Europe and RoW France Leased Europe Sep-21 2 ✓ ✓ - ✓ - 33 Soho House Rome Europe and RoW Italy Leased Europe Oct-21 2 ✓ ✓ ✓ ✓ ✓ 34 Soho House Nashville North America USA Leased Americas Feb-22 2 ✓ ✓ - ✓ - 35 Brighton Beach House UK UK Leased UK Mar-22 2 ✓ - - ✓ - 36 Holloway House North America USA Leased Americas May-22 1 ✓ - - - - 37 Little House Balham UK UK Leased UK Jul-22 1 ✓ - - - - 38 Soho House Copenhagen Europe and RoW Denmark Leased Europe Jul-22 1 ✓ - - - - 39 Soho House Stockholm Europe and RoW Sweden Leased Europe Dec-22 1 ✓ - - - - 40 Miami Pool House North America USA Leased Americas Dec-22 1 ✓ - - ✓ - 41 Soho House Bangkok Europe and RoW Thailand Leased Asia Feb-23 0 ✓ - - ✓ - 42 Soho House Mexico City North America Mexico Leased Americas Sep-23 0 ✓ - - ✓ - *SHCO operates these properties under a hotel management agreement. 43 Ite m 3.
While we operate Soho House Istanbul, Soho House Mumbai, Soho Beach House Canouan, The LINE and Saguaro hotels and The Ned hotels, these properties are leased or owned by our local partners and we have no real estate interests in these properties. 43 The following table sets forth our Soho Houses by geographic location as of December 29, 2024 which represent our material property arrangements. # Houses House Name Segment Country Arrangement Type Territory Opening Years of Operation Club Space Bedrooms Gym/Health Club Spa Pool Public F&B/ Friends Studio Beach 1 40 Greek Street UK UK Leased UK Jan-95 30 ✓ - - - - - - 2 Babington House UK UK Owned UK Sep-98 26 ✓ 33 ✓ ✓ ✓ - - 3 Electric House UK UK Leased UK Apr-02 22 ✓ - - - - ✓ - 4 Soho House New York The Americas USA Leased Americas Jun-03 21 ✓ 44 - ✓ ✓ - - 5 High Road House UK UK Owned UK Jul-06 18 ✓ 14 - - - ✓ - 6 Shoreditch House UK UK Leased UK Jun-07 17 ✓ 26 ✓ ✓ ✓ - - 7 Soho House West Hollywood The Americas USA Leased Americas Mar-10 14 ✓ - - - - - - 8 Soho House Berlin Europe and RoW Germany Leased Europe May-10 14 ✓ 89 ✓ ✓ ✓ ✓ - 9 Soho Beach House Miami The Americas USA Owned Americas Oct-10 14 ✓ 50 ✓ ✓ ✓ ✓ ✓ 10 Little House Mayfair UK UK Leased UK Apr-12 12 ✓ 4 - - - - - 11 Soho House Toronto The Americas Canada Joint Venture Americas Oct-12 12 ✓ - - - - - - 12 Soho House Chicago The Americas USA Leased Americas Aug-14 10 ✓ 40 ✓ ✓ ✓ ✓ - 13 Soho House Istanbul Europe and RoW Turkey HMA* Europe Apr-15 9 ✓ 87 ✓ ✓ - ✓ - 14 Soho Farmhouse UK UK Leased UK Jun-15 9 ✓ 114 ✓ ✓ ✓ - - 15 76 Dean Street UK UK Leased UK Aug-15 9 ✓ - - - - - - 16 Little Beach House Malibu The Americas USA Leased Americas May-16 8 ✓ - - - - - ✓ 17 Ludlow House The Americas USA Leased Americas Jul-16 8 ✓ - - - - - - 18 Soho House Barcelona Europe and RoW Spain Joint Venture Europe Oct-16 8 ✓ 57 ✓ ✓ ✓ ✓ - 19 Kettner's UK UK Leased UK Jan-18 7 ✓ 33 - - - ✓ - 20 White City House UK UK Leased UK May-18 6 ✓ 45 ✓ ✓ ✓ ✓ - 21 DUMBO House The Americas USA Leased Americas May-18 6 ✓ - - - ✓ ✓ - 22 Soho House Amsterdam Europe and RoW The Netherlands Leased Europe May-18 6 ✓ 79 ✓ ✓ ✓ ✓ - 23 Little Beach House Barcelona Europe and RoW Spain Joint Venture Europe Aug-18 6 ✓ 17 - ✓ - - ✓ 24 Soho House Mumbai Europe and RoW India HMA* Asia Nov-18 6 ✓ 38 ✓ ✓ ✓ ✓ ✓ 25 Soho House Hong Kong Europe and RoW Hong Kong Leased Asia Sep-19 5 ✓ - ✓ - ✓ - - 26 Soho Warehouse, DTLA The Americas USA Leased Americas Oct-19 5 ✓ 48 ✓ - ✓ - - 27 Soho Roc House Europe and RoW Greece Leased Europe Jul-20 4 ✓ 44 ✓ - ✓ - ✓ 28 Soho Beach House Canouan The Americas St Vincent & The Grenadines HMA* Americas Apr-21 3 ✓ 40 ✓ - - - ✓ 29 180 House UK UK Leased UK Apr-21 3 ✓ - - - ✓ ✓ - 30 Soho House Austin The Americas USA Leased Americas May-21 3 ✓ 46 - - ✓ - - 31 Soho House Tel Aviv Europe and RoW Israel Leased Europe Aug-21 3 ✓ 24 - - ✓ - - 32 Soho House Paris Europe and RoW France Leased Europe Sep-21 3 ✓ 36 ✓ - ✓ - - 33 Soho House Rome Europe and RoW Italy Leased Europe Oct-21 3 ✓ 69 ✓ ✓ ✓ ✓ - 34 Soho House Nashville The Americas USA Leased Americas Feb-22 2 ✓ 47 ✓ - ✓ - - 35 Brighton Beach House UK UK Leased UK Mar-22 2 ✓ - ✓ - ✓ - ✓ 36 Holloway House The Americas USA Leased Americas May-22 2 ✓ 34 - - - - - 37 Little House Balham UK UK Leased UK Jul-22 2 ✓ - - - - - - *SHCO operates these properties under a hotel management agreement. 44 # Houses House Name Segment Country Arrangement Type Territory Opening Years of Operation Club Space Bedrooms Gym/Health Club Spa Pool Public F&B/ Friends Studio Beach 38 Soho House Copenhagen Europe and RoW Denmark Leased Europe Jul-22 2 ✓ - - - - - - 39 Soho House Stockholm Europe and RoW Sweden Leased Europe Dec-22 2 ✓ - - - - - - 40 Miami Pool House The Americas USA Leased Americas Dec-22 2 ✓ - - - ✓ - - 41 Soho House Bangkok Europe and RoW Thailand Leased Asia Feb-23 2 ✓ - - - ✓ - - 42 Soho House Mexico City The Americas Mexico Leased Americas Sep-23 1 ✓ 4 - - ✓ - - 43 Soho House Portland The Americas USA Leased Americas Mar-24 0 ✓ - ✓ - ✓ - - 44 Soho House Sao Paulo The Americas Brazil Leased Americas Jun-24 0 ✓ 32 ✓ - ✓ - - 45 London Mews House UK UK Leased UK Sep-24 0 ✓ - - - - - - Ite m 3.
Issuer Purchases of Equity Securities The Company did not repurchase any shares of its common stock during the quarter ended December 31, 2023. It em 6. [Reserved] None. It em 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Issuer Purchases of Equity Securities The Company did not repurchase any shares of its common stock during the quarter ended December 29, 2024 . It em 6. [Reserved] None. It em 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The CSRC is responsible for reviewing the top strategic cyber risks, progress against cyber maturity improvement and recommending funding and resource requirements. The CSRC reports twice per year to the Audit Committee and the Board. The CSRC is also the body that collectively assess materiality in the event of a cybersecurity incident and meets as required to assess materiality.
The CSRC is responsible for reviewing the top strategic cyber risks, progress against cyber maturity improvement and recommending funding and resource requirements. The CSRC reports twice per year to the Audit Committee. The CSRC is also the body that collectively assesses materiality in the event of a cybersecurity incident and meets as required for this purpose.
Over the last 29 years, we have expanded our membership expertise and diversified our offerings—both physically and digitally.
Over the last 30 years, we have expanded our membership expertise and diversified our offerings—both physically and digitally.
Unfavorable revisions to these assumptions or estimates could possibly result in further impairment of some or all of the assets. LEASES We have entered into lease agreements for our Houses, hotels, restaurants, spas and other properties. We account for our leases under Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842).
Unfavorable revisions to these assumptions or estimates could possibly result in further impairment of some or all of the assets. LEASES We have entered into lease agreements for our Houses, hotels, restaurants, spas and other properties. We account for our leases under Accounting Standards Codification Topic 842 - Leases.
Each of our segments includes all operations in that region including our Houses and all associated facilities, spas and stand-alone restaurants. Refer to Item 8, Financial Statements and Supplementary Data, Note 21 Segments in this Annual Report on Form 10-K for more information on reportable segments.
Each of our segments includes all operations in that region including our Houses and all associated facilities, spas and a stand-alone restaurant. Refer to Item 8, Financial Statements and Supplementary Data, Note 18, Segments , in this Annual Report on Form 10-K for more information on reportable segments.
Refer to Note 6 Leases in this Annual Report on Form 10-K for additional information relating to our operating and financing leases and Item 8, Financial Statements and Supplementary Data, Note 12 Debt in this Annual Report on Form 10-K for additional information related to our long-term debt.
Refer to Item 8, Financial Statements and Supplementary Data, Note 5, Leases, in this Annual Report on Form 10-K for additional information relating to our operating and financing leases and Item 8, Financial Statements and Supplementary Data, Note 11, Debt, in this Annual Report on Form 10-K for additional information related to our long-term debt.
Except for operating leases entered into in the normal course of business where we have not yet taken physical possession of the leased property, certain letters of credit entered into as security under the terms of several of our leases and the unrecorded contractual obligations set forth above, we did not have any off-balance sheet arrangements as of January 1, 2023.
Except for operating leases entered into in the normal course of business where we have not yet taken physical possession of the leased property, certain letters of credit entered into as security under the terms of several of our leases and the unrecorded contractual obligations set forth above, we did not have any off-balance sheet arrangements as of December 29, 2024 .
(8) In November 2023, the Company entered into a 10-year licensing agreement with a third party to manufacture and distribute the Company’s Cowshed brand, commencing January 1, 2024. This agreement has restricted the Company’s ability to sell certain inventories it acquired prior to entering into the agreement.
(10) In November 2023, the Company entered into a 10-year licensing agreement with a third party to manufacture and distribute the Company’s Cowshed branded products, commencing January 1, 2024. This agreement has restricted the Company’s ability to 63 sell certain inventories it acquired prior to entering into the agreement.
This option was exercised on March 9, 2022 (the "Additional Notes" and, together with the Initial Notes, the "Senior Secured Notes"). The Additional Notes bear interest at a fixed rate equal to a cash margin of 2.125% plus a payment-in-kind (capitalized) margin of 6.375%. As of December 31, 2023, the outstanding balance on the Senior Secured Notes is $616 million.
This option was exercised on March 9, 2022 (the "Additional Notes" and, together with the Initial Notes, the "Senior Secured Notes"). The Additional Notes bear interest at a fixed rate equal to a cash margin of 2.125% plus a payment-in-kind (capitalized) margin of 6.375%. As of December 29, 2024, the outstanding balance on the Senior Secured Notes is $644 million.
Joint venture owned properties We own a share of four properties, through joint venture,: Soho House Barcelona, Spain; Little Beach House Barcelona, Spain; Ludlow House in New York, US; and the hotel rooms and restaurant at 56-60 Redchurch Street, London through our joint venture companies.
We also directly own one property in the US, Soho Beach House in Miami. Joint venture owned properties We own a share of four properties, through joint venture,: Soho House Barcelona, Spain; Little Beach House Barcelona, Spain; Ludlow House in New York, US; and the hotel rooms and restaurant at 56-60 Redchurch Street, London through our joint venture companies.
The Company incurred interest expense on these facilities of $13 million, $8 million, and $8 million during the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022, respectively. Refer to Item 8, Financial Statements and Supplementary Data, Note 12 Debt in this Annual Report on Form 10-K for additional information.
The Company incurred interest expense on these facilities of $10 million, $13 million, and $8 million during the fiscal years ended December 29, 2024 , December 31, 2023, and January 1, 2023, respectively. Refer to Item 8, Financial Statements and Supplementary Data, Note 11, Debt, in this Annual Report on Form 10-K for additional information.
For the market approach, the Company relies upon valuation multiples derived from stock prices and enterprise values of publicly-traded companies that are comparable to the reporting unit being evaluated. The goodwill balance recorded in the consolidated balance sheets as of December 31, 2023 and January 1, 2023 was $206 million and $200 million, respectively.
For the market approach, the Company relies upon valuation multiples derived from stock prices and enterprise values of publicly-traded companies that are comparable to the reporting unit being evaluated. The goodwill balance recorded in the consolidated balance sheets as of December 29, 2024 and December 31, 2023 was $195 million and $206 million, respectively.
(“NIST CSF”) supported by other internal and third party assessments. Gaps or perceived weaknesses in our NIST CSF score are highlighted to our Cybersecurity Risk Committee and subsequently to the Board of Directors. A reassessment of our maturity using NIST CSF is being carried out in the early part of 2024.
(“NIST CSF”) supported by other internal and third-party assessments. Gaps or perceived weaknesses in our NIST CSF score are highlighted to our Cybersecurity Risk Committee and subsequently to the Board of Directors. A reassessment of our maturity using NIST CSF was carried out in the early part of 2024, demonstrating ongoing improvement.
The demand for our membership is also demonstrated by our large and growing SHCO global waitlist, which as of December 31, 2023 stands at over 99,000 applicants. Awareness of our distinct membership offerings and their scarcity is spread by our members organically through word of mouth, social media and press coverage.
The demand for our membership is also demonstrated by our large and growing SHCO global waitlist, which as of December 29, 2024 stands at over 112,000 applicants. Awareness of our distinct membership offerings and their scarcity is spread by our members organically through word of mouth, social media and press coverage.
Leases As of December 31, 2023, we have entered into 15 operating lease agreements for Houses, hotels, restaurants, and other properties which have not commenced. We will determine the classification as of these leases at the relevant lease commencement date, but currently expect these under construction leases to be classified as operating leases.
Leases As of December 29, 2024, we have entered into 11 operating lease agreements for Houses, hotels, restaurants, and other properties which have not commenced. We will determine the classification of these leases at the relevant lease commencement date, but currently expect these under construction leases to be classified as operating leases.
The Company treated the exchange as a Type I probable-to-probable modification. In July 2021, the Company established its 2021 Equity and Incentive Plan (the "2021 Plan"). The 2021 Plan allows for grants of nonqualified stock options, SARs, and RSUs, or performance awards.
The Company treated the exchange as a Type I probable-to-probable modification. In July 2021, the Company established its 2021 Equity and Incentive Plan (the "2021 Plan"). The 2021 Plan allows for grants of nonqualified stock options, SARs, restricted stock units ("RSUs") and performance stock units ("PSUs") .
From March 20, 2023, our common stock began trading on the New York Stock Exchange under the ticker symbol “SHCO”. Holders of SHCO’s Class A Common Stock As of March 12, 2024, there were 1,576 registered holders of our Class A Common Stock and 8 registered holders of our Class B Common Stock.
From March 20, 2023, our common stock began trading on the New York Stock Exchange under the ticker symbol “SHCO”. Holders of SHCO’s Class A Common Stock As of March 27, 2025, there were 1,200 registered holders of our Class A Common Stock and 8 registered holders of our Class B Common Stock.
Aimed primarily at existing Soho House and Soho Friends members, with locations in LA, New York and London. Soho Works draws on the same design principles and membership ethos as Soho House, but is a space purposed entirely for work and creative collaboration. As of December 31, 2023, we had 6,048 Soho Works members.
Aimed primarily at existing Soho House and Soho Friends members, with locations in LA, New York and London. Soho Works draws on the same design principles and membership ethos as Soho House, but is a space purposed entirely for work and creative collaboration. As of December 29, 2024, we had 5,984 Soho Works members.
The primary cash outflows from financing activities include repayments of borrowings and legal and professional fees from debt or equity related transactions.
The primary cash outflows from financing activities include repayments of borrowings, legal and professional fees from debt or equity related transactions and time to time share repurchases.
In addition to this, within fiscal 2023 we recognized approximately $1,800 from the Dutch government related to COVID-19 subsidies and approximately $1,100 related to a settlement to 55 recover costs from a former development partner incurred in connection with the development of a House in Europe.
In addition to this, within fiscal 2023, we recognized approximately $1,800 from the Dutch government related to COVID-19 subsidies and approximately $1,100 from a settlement to recover costs incurred on behalf of a former development partner in connection with a proposed European House opening.
We believe this is a meaningful indicator of our performance. REVENUE PER AVAILABLE ROOM ("RevPAR") . The key industry standard for measuring hotel-operating performance is RevPAR, which is calculated by multiplying the percentage of occupied rooms to available rooms by the ADR realized.
AVERAGE DAILY RATE ("ADR"). Average Daily Rate represents the average rental income per paid occupied room. We believe this is a meaningful indicator of our performance. REVENUE PER AVAILABLE ROOM ("RevPAR") . The key industry standard for measuring hotel-operating performance is RevPAR, which is calculated by multiplying the percentage of occupied rooms to available rooms by the ADR realized.
If the Euro had strengthened/weakened by 10% versus the Pound sterling, revenue would have been approximately $15 million higher and approximately $13 million lower, respectively, and net loss would have been approximately less than $1 million lower and approximately less than $1 million higher, respectively, for fiscal 2023.
If the Euro had strengthened/weakened by 10% versus the Pound sterling, revenue would have been approximately $16 million higher and approximately $14 million lower, respectively, and net loss would have been approximately less than $1 million higher and approximately less than $1 million lower, respectively, for fiscal 2024.
The primary cash outflows from operating activities include general operating expenses and interest payments; • from investing activities, our cash inflows include the proceeds from sale of property and equipment and the sales of subsidiaries.
The primary cash outflows from operating activities include general operating expenses and interest payments; 66 • from investing activities, our cash inflows include the proceeds from sale of property and equipment, the sales of subsidiaries and returns from equity method investees.
Typically, members hold an Every House membership or a Local House membership. Member count is the primary driver of Membership Revenues and is also a critical factor in driving In-House Revenues as members utilize the offerings that are provided within the Houses. Soho House members include all active, frozen and non-paying members.
Typically, members hold an Every House membership or a Local House membership. Member count is the primary driver of Membership Revenues and is also a critical factor in driving In-House Revenues as members utilize the offerings that are provided within the Houses.
As of December 31, 2023, we have 10,622 CWH members across 82 cities. • Soho Friends Through this membership we offer access to some physical House spaces, including Soho House bedrooms, and screenings, with additional benefits from our restaurants, spas and online retail brands to an audience who enjoy the Soho House offerings but do not have a Soho House Membership.
As of December 29, 2024, we have 12,518 CWH members across 84 cities. • Soho Friends Through this membership we offer access to some physical House spaces, including Soho House bedrooms, and screenings, with additional benefits from our restaurants, spas and online retail brands to an audience who enjoy the Soho House offerings but do not have a Soho House Membership.
(2) See "Comparison of the fiscal year ended December 31, 2023 and January 1, 2023 - Other Expenses” for information regarding the increase in foreign exchange and share-based compensation expense period-on-period.
(2) See "Comparison of the fiscal years ended December 29, 2024 and December 31, 2023 - Other Expenses” for information regarding the increase in foreign exchange and share-based compensation expense period-on-period.
Every House annual membership fee is approximately $4,800, excluding local sales taxes, which provides access to all of our Houses globally. Our Houses attract members from every demographic, with members from “Generation Z” (26 years old and younger) and “Millennials” (27 to 42 year-olds) constituting the fastest-growing cohorts.
Every House annual membership fee is approximately $5,200, excluding local sales taxes, which provides access to all of our Houses globally. Our Houses attract members from every demographic, with members from “Generation Z” (28 years old and younger) and “Millennials” (29 to 44 year-olds) constituting the fastest-growing cohorts.
(4) General and administrative expenses is exclusive of depreciation and amortization of $14,002 and $14,081 ($14,002 and $14,203 in constant currency) for the fiscal years ended December 31, 2023 and January 1, 2023, respectively. OVERVIEW In fiscal 2023 we delivered strong growth across our core business, seen in both our Houses and other channels.
(4) General and administrative expenses is exclusive of depreciation and amortization of $16,260 and $14,002 ($16,260 and $14,381 in constant currency) for the fiscal years ended December 29, 2024 and December 31, 2023, respectively. OVERVIEW 54 In fiscal 2024, we delivered strong growth across our core business, seen in both our Houses and other channels.
Share-based compensation expense decreased by $7,451 to $20,230 in fiscal 2023, primarily because of grants made under the Company's 2020 equity and incentive plan becoming fully vested in the first quarter of fiscal 2023. This has been partially offset by the impact of new grants made since this period and the related amortization impact.
Share-based compensation expense decreased by $4,207 to $16,023 in fiscal 2024, primarily because of grants made under the Company's 2020 equity and incentive plan becoming fully vested in the first quarter of fiscal 2024. This has been partially offset by the impact of new grants made since this period and the related amortization impact.
As of December 31, 2023, we maintained a cash and cash equivalents balance of $162 million and a restricted cash balance of $2 million. Our primary requirements for liquidity are to fund our working capital needs, operating and finance lease obligations, capital expenditures and general corporate needs.
As of December 29, 2024, we maintained a cash and cash equivalents balance of $153 million and a restricted cash balance of $4 million. Our primary requirements for liquidity are to fund our working capital needs, operating and finance lease obligations, capital expenditures and general corporate needs.
We believe the following to be critical accounting policies because they are important to the portrayal of our financial condition or results of operations and they require critical management estimates and judgments about matters that are uncertain: • Goodwill and purchased intangible asset impairment • Impairment of other long-lived assets • Leases • Income taxes • Variable interest entities, and • Share-based compensation GOODWILL AND PURCHASED INTANGIBLE ASSET IMPAIRMENT Our methodology for allocating the purchase price relating to purchase acquisitions is determined through established valuation techniques.
We believe the following to be critical accounting policies because they are important to the portrayal of our financial condition or results of operations and they require critical management estimates and judgments about matters that are uncertain: • Goodwill and purchased intangible asset impairment; • Impairment of other long-lived assets; • Leases; • Income taxes; • Variable interest entities; and • Share-based compensation.
The extent to which we achieve growth in our membership base, retain existing members and periodically increase our membership fee rates will impact our profitability. We have historically enjoyed strong member loyalty, reflected by very high retention rates.
Soho House members include all active, frozen and non-paying members. 50 The extent to which we achieve growth in our membership base, retain existing members and periodically increase our membership fee rates will impact our profitability. We have historically enjoyed strong member loyalty, reflected by very high retention rates.
INTEREST EXPENSE, NET For the Fiscal Year Ended Percent Change December 31, 2023 January 1, 2023 Actual Constant Currency (1) (Dollar amounts in thousands) (Unaudited) Interest expense, net $ 84,136 $ 71,499 18 % 17 % Percentage of total revenues 7 % 7 % (1) See “Non-GAAP Financial Measures—Constant Currency” for an explanation of our constant currency results.
INTEREST EXPENSE, NET For the Fiscal Year Ended Percent Change December 29, 2024 December 31, 2023 (As Revised) Actual Constant Currency (1) (Dollar amounts in thousands) (Unaudited) Interest expense, net $ 83,531 $ 84,136 (1 )% (3 )% Percentage of total revenues 7 % 7 % (1) See “Non-GAAP Financial Measures—Constant Currency” for an explanation of our constant currency results.
We recognized operating lease assets of $1,150 million and $1,086 million and operating lease liabilities of $1,354 million and $1,249 million at December 31, 2023 and January 1, 2023, respectively. INCOME TAXES We are subject to income taxes in the United States and numerous foreign jurisdictions.
We recognized operating lease assets of $1,136 million and $1,152 million and operating lease liabilities of $1,358 million and $1,354 million at December 29, 2024 and December 31, 2023, respectively. INCOME TAXES We are subject to income taxes in the United States and numerous foreign jurisdictions.
GENERAL AND ADMINISTRATIVE EXPENSES For the Fiscal Year Ended Percent Change December 31, 2023 January 1, 2023 Actual Constant Currency (1) (Dollar amounts in thousands) (Unaudited) General and administrative expenses $ 143,583 $ 123,435 16 % 15 % Percentage of total revenues 13 % 13 % (1) See “Non-GAAP Financial Measures—Constant Currency” for an explanation of our constant currency results.
GENERAL AND ADMINISTRATIVE EXPENSES For the Fiscal Year Ended Percent Change December 29, 2024 December 31, 2023 (As Revised) Actual Constant Currency (1) (Dollar amounts in thousands) (Unaudited) General and administrative expenses $ 152,922 $ 143,583 7 % 4 % Percentage of total revenues 13 % 13 % (1) See “Non-GAAP Financial Measures—Constant Currency” for an explanation of our constant currency results.
DEPRECIATION AND AMORTIZATION For the Fiscal Year Ended Percent Change December 31, 2023 January 1, 2023 Actual Constant Currency (1) (Dollar amounts in thousands) (Unaudited) Depreciation and amortization $ 111,403 $ 99,930 11 % 11 % Percentage of total revenues 10 % 10 % (1) See “Non-GAAP Financial Measures — Constant Currency” for an explanation of our constant currency results.
DEPRECIATION AND AMORTIZATION For the Fiscal Year Ended Percent Change December 29, 2024 December 31, 2023 (As Revised) Actual Constant Currency (1) (Dollar amounts in thousands) (Unaudited) Depreciation and amortization $ 101,521 $ 111,281 (9 )% (11 )% Percentage of total revenues 8 % 10 % (1) See “Non-GAAP Financial Measures — Constant Currency” for an explanation of our constant currency results.
Our effective tax rate was (10)%, (2)% and 0% in fiscal 2023, fiscal 2022 and fiscal 2021, respectively. In fiscal 2023 we incurred an expense to our consolidated statement of operations, of $11 million, an expense for fiscal 2022 of $5 million, and an expense for fiscal 2021 of $1 million.
Our effective tax rate was (9)%, (9)% and (2)% in fiscal 2024, fiscal 2023 and fiscal 2022, respectively. We incurred an expense to our consolidated statement of operations, of $13 million, $11 million, and $5 million in fiscal 2024, fiscal 2023 and fiscal 2022, respectively.
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES The primary cash outflows from investing activities include the purchase of property and equipment, intangibles and the acquisition of noncontrolling interests. For fiscal 2023, Net cash used by investing activities was $84,213 compared to $94,137 in fiscal 2022.
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES The primary cash outflows from investing activities include the purchase of property and equipment, intangibles and the acquisition of noncontrolling interests. For fiscal 2024, Net cash used by investing activities was $71,237 compared to $82,363 in fiscal 2023.
Soho Friends annual membership is approximately $130 and does not provide full access to our Houses . As of December 31, 2023, we had 59,971 Soho Friends members.
Soho Friends annual membership is approximately $130 and does not provide full access to our Houses . As of December 29, 2024, we had 53,110 Soho Friends members.
As of December 31, 2023, we had $162 million in Cash and cash equivalents on the balance sheet and £70.8m undrawn on the Revolving Credit Facility (subject to complying with our covenants) to meet our funding needs.
As of December 29, 2024, we had $153 million in Cash and cash equivalents on the balance sheet and £75 million ($94 million) undrawn on the Revolving Credit Facility (subject to complying with our covenants) to meet our funding needs.
Through this membership we are able to generate additional revenues on our existing base of Houses and gather intelligence for future growth, which we have leveraged to open new Houses in certain 47 locations, including Bangkok, Thailand (February 2023), Mexico City, Mexico (September 2023), Portland, USA (March 2024), and planned future openings in Sao Paulo, Brazil (2024), and Manchester, United Kingdom (2024) .
Through this membership we are able to generate additional revenues on our existing base of Houses and gather intelligence for future growth, which we have leveraged to open new Houses in certain 48 locations, including Portland, USA (March 2024) and Sao Paulo, Brazil (June 2024), and planned future openings such as Manchester, United Kingdom, Tokyo, Japan, and Sydney, Australia .
If the US Dollar had strengthened/weakened by 10% versus the Pound sterling, revenue would have been approximately $59 million lower and approximately $65 million higher, respectively, and net loss would have been approximately $8 million lower and approximately $9 million higher, respectively, for fiscal 2023.
If the US Dollar had strengthened/weakened by 10% versus the Pound sterling, revenue would have been approximately $63 million lower and approximately $69 million higher, respectively, and net loss would have been approximately $11 million lower and approximately $12 million higher, respectively, for fiscal 2024.
For fiscal 2022, of our $972 million in Total revenues, $273 million (28%) was attributable to Membership revenues, $427 million (44%) to In-House revenues, and $273 million to Other revenues (28%). Membership revenues are comprised of annual membership fees, one-time legacy initial registration fees paid by members, prior to April 4, 2022 and unredeemed House Introduction Credits.
For fiscal 2023, of our $1,125 million in Total revenues, $357 million (32%) was attributable to Membership revenues, $482 million (43%) to In-House revenues, and $286 million to Other revenues (25%). Membership revenues are comprised of annual membership fees, one-time legacy initial registration fees paid by members, prior to April 4, 2022 and unredeemed House Introduction Credits.
(3) Other operating expenses is exclusive of depreciation and amortization of $29,615 and $30,262 ($29,615 and $30,525 in constant currency) for the fiscal years ended December 31, 2023 and January 1, 2023, respectively.
(3) Other operating expenses is exclusive of depreciation and amortization of $22,189 and $29,632 ($22,189 and $30,433 in constant currency) for the fiscal years ended December 29, 2024 and December 31, 2023, respectively.
For further information, refer to Item 8, Financial Statements and Supplementary Data, Note 12 Debt in this Annual Report on Form 10-K. 64 Revolving Credit Facility On November 10, 2022, Soho House Bond Limited, a wholly-owned subsidiary of the Company entered into the Third Amended and Restated Revolving Facility Agreement (the "Third Amendment") which further amends and restates the Revolving Credit Facility, originally entered into by the Company on December 5, 2019 (the original and amended facility refer to as the “Revolving Credit Facility”).
Revolving Credit Facility On November 10, 2022, Soho House Bond Limited, a wholly-owned subsidiary of the Company entered into the Third Amended and Restated Revolving Facility Agreement (the "Third Amendment") which further amends and restates the Revolving Credit Facility, originally entered into by the Company on December 5, 2019 (the original and amended facility refer to as the “Revolving Credit Facility”).
Non-House Membership Revenues are comprised of Soho Works membership revenues, Soho Friends membership revenue. ACTIVE APP USERS . Active App Users is defined as unique users who have logged into any of our membership Apps within the previous three months. AVERAGE DAILY RATE ("ADR"). Average Daily Rate represents the average rental income per paid occupied room.
ADJUSTED OTHER REVENUES . Adjusted Other Revenues is defined as Other Revenues plus non-House Membership Revenues. NON-HOUSE MEMBERSHIP REVENUES . Non-House Membership Revenues are comprised of Soho Works membership revenues, Soho Friends membership revenue. ACTIVE APP USERS . Active App Users is defined as unique users who have logged into any of our membership Apps within the previous three months.
In response to changes in industry and market conditions, we could be required to strategically realign our resources and consider restructuring, disposing of, or otherwise exiting businesses, which could result in an impairment of goodwill or other intangible assets. The Company believes the estimated fair values of its reporting units exceed their carrying values in fiscal 2023 and fiscal 2022.
In response to changes in industry and market conditions, we could be required to strategically realign our resources and consider restructuring, disposing of, or otherwise exiting businesses, which could result in an impairment of goodwill or other intangible assets.
… 154 more changes not shown on this page.