Segments | 18. Segments The Company’s core operations comprise of Houses and restaurants across a number of territories, which are managed on a geographical basis. There is a segment managing director for each of North America, and the UK, Europe and Rest of the World (“RoW”) who is responsible for Houses, hotels and restaurants in that region. Each operating segment manager reports directly to the Company’s Chief Operating Decision Maker (“CODM”), the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer - Americas combined. In addition to Houses and restaurants, the Company offers other products and services, such as retail, home & beauty products and services, which comprise its Retail operating segment; access to Soho Works collaboration spaces across the UK and North America, which comprise its Soho Works operating segment; and memberships for people who live in cities where physical Houses do not exist, which comprise its Cities Without Houses operating segment. The Retail, Soho Works, and Cities Without Houses operating segments also have segment managers which report directly to the CODM and are managed separately from the Houses and hotels in each region. The Company has identified the following three reportable segments: • UK, • North America, and • Europe and RoW. The Company analyzed the results of the Retail, Soho Works, Soho Restaurants, and Cities Without Houses operating segments and concluded that they did not warrant separate presentation as reportable segments as they do not provide additional useful information to the readers of the financial statements. Therefore, these segments are included as part of an “All Other” category. Intercompany revenues and costs among the reportable segments are not material and accounted for as if the sales were to third parties because these items are based on negotiated fees between the segments involved. All intercompany transactions and balances are eliminated in consolidation. Intercompany revenues and costs between entities within a reportable segment are eliminated to arrive at segment totals. Segment revenue includes revenue of certain equity method investments, which are considered stand-alone operating segments, which are therefore not included in revenues as part of these consolidated financial statements. Eliminations between segments are separately presented. Corporate results include amounts related to Corporate functions such as administrative costs and professional fees. Income tax expense is managed by Corporate on a consolidated basis and is not allocated to the reportable segments. The Company manages and assesses the performance of the reportable segments by adjusted EBITDA, which is defined as net income (loss) before depreciation and amortization, interest expense, net, provision (benefit) for income taxes, adjusted to take account of the impact of certain non-cash and other items that the Company does not consider in its evaluation of ongoing operating performance. These other items include, but are not limited to, loss (gain) on sale of property and other, net, share of loss (profit) of equity method investments, foreign exchange, pre-opening expenses, non-cash rent, deferred registration fees, net, share of equity method investments adjusted EBITDA, share-based compensation expense, and certain other expenses. The following tables present disaggregated revenue for the 13 weeks ended April 2, 2023 and April 3, 2022 and the key financial metrics reviewed by the CODM for the Company’s reportable segments: For the 13 Weeks Ended April 2, 2023 (in thousands) North UK Europe Reportable All Total Membership revenues $ 41,543 $ 23,697 $ 10,312 $ 75,552 $ 10,797 $ 86,349 In-House revenues 52,052 41,420 27,178 120,650 — 120,650 Other revenues 18,706 15,269 1,117 35,092 24,362 59,454 Total segment revenue 112,301 80,386 38,607 231,294 35,159 266,453 Elimination of equity accounted revenue ( 4,209 ) ( 1,656 ) ( 5,379 ) ( 11,244 ) — ( 11,244 ) Consolidated revenue $ 108,092 $ 78,730 $ 33,228 $ 220,050 $ 35,159 $ 255,209 For the 13 Weeks Ended April 3, 2022 (in thousands) North UK Europe & Reportable All Total Membership revenues $ 29,292 $ 17,171 $ 6,974 $ 53,437 $ 7,858 $ 61,295 In-House revenues 41,067 38,038 11,908 91,013 — 91,013 Other revenues 15,571 12,271 648 28,490 20,457 48,947 Total segment revenue 85,930 67,480 19,530 172,940 28,315 201,255 Elimination of equity accounted revenue ( 3,437 ) ( 1,804 ) ( 4,006 ) ( 9,247 ) — ( 9,247 ) Consolidated revenue $ 82,493 $ 65,676 $ 15,524 $ 163,693 $ 28,315 $ 192,008 The following tables present the reconciliation of reportable segment adjusted EBITDA to total consolidated segment revenue and the reconciliation of net loss to adjusted EBITDA: For the 13 Weeks Ended April 2, 2023 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 108,092 $ 78,730 $ 33,228 $ 220,050 $ 35,159 $ 255,209 Total segment operating expenses ( 83,172 ) ( 63,284 ) ( 33,394 ) ( 179,850 ) ( 38,663 ) ( 218,513 ) Share of equity method investments adjusted EBITDA 803 180 885 1,868 — 1,868 Reportable segments adjusted EBITDA 25,723 15,626 719 42,068 ( 3,504 ) 38,564 Unallocated corporate overhead ( 10,125 ) Consolidated adjusted EBITDA 28,439 Depreciation and amortization ( 24,464 ) Interest expense, net ( 18,701 ) Income tax benefit 171 Gain on sale of property and other, net 681 Share of income of equity method investments 871 Foreign exchange 13,013 Pre-opening expenses ( 4,994 ) Non-cash rent ( 2,776 ) Deferred registration fees, net 461 Share of equity method investments adjusted EBITDA ( 1,868 ) Share-based compensation expense ( 5,846 ) Other expenses, net ( 1,003 ) Net income (loss) $ ( 16,016 ) For 13 Weeks Ended April 3, 2022 (in thousands) North UK Europe & Reportable All Total Total consolidated segment revenue $ 82,493 $ 65,676 $ 15,524 $ 163,693 $ 28,315 $ 192,008 Total segment operating expenses ( 63,512 ) ( 52,225 ) ( 20,856 ) ( 136,593 ) ( 33,971 ) ( 170,564 ) Share of equity method investments adjusted EBITDA 585 183 571 1,339 — 1,339 Reportable segments adjusted EBITDA 19,566 13,634 ( 4,761 ) 28,439 ( 5,656 ) 22,783 Unallocated corporate overhead ( 10,869 ) Consolidated adjusted EBITDA 11,914 Depreciation and amortization ( 22,831 ) Interest expense, net ( 15,717 ) Income tax benefit 452 Gain on sale of property and other, net 1,663 Share of income of equity method investments 398 Foreign exchange ( 17,074 ) Pre-opening expenses ( 4,032 ) Non-cash rent ( 3,403 ) Deferred registration fees, net ( 2,389 ) Share of equity method investments adjusted EBITDA ( 1,339 ) Share-based compensation expense ( 7,803 ) Other expenses, net (1) ( 465 ) Net income (loss) $ ( 60,626 ) (1) Includes membership credits expense, COVID-19 related charges and corporate financing and restructuring costs. For the 13 Weeks Ended (in thousands) April 2, 2023 April 3, 2022 Net income (loss) $ ( 16,016 ) $ ( 60,626 ) Depreciation and amortization 24,464 22,831 Interest expense, net 18,701 15,717 Income tax benefit ( 171 ) ( 452 ) EBITDA 26,978 ( 22,530 ) Gain on sale of property and other, net ( 681 ) ( 1,663 ) Share of income of equity method investments ( 871 ) ( 398 ) Foreign exchange (gain) loss, net ( 13,013 ) 17,074 Pre-opening expenses (1) 4,994 4,032 Non-cash rent 2,776 3,403 Deferred registration fees, net ( 461 ) 2,389 Share of equity method investments adjusted EBITDA 1,868 1,339 Share-based compensation expense 5,846 7,803 Other expenses, net (2) 1,003 465 Adjusted EBITDA $ 28,439 $ 11,914 (1) The entire balance of these costs is related to pre-opening activities for our Houses in each of the periods presented. (2) Represents other items included in operating expenses, which are outside the normal scope of the Company’s ordinary activities or non-cash, including expenses incurred in respect of membership credits of less than $ 1 million and $ 1 million for the 13 weeks ended April 2, 2023 and April 3, 2022 , respectively. |