LONDON–(BUSINESS WIRE)–$SHCO–Soho House & Co Inc. (NYSE: SHCO) (“SHCO,” “Company,” “we” or “our”), a global membership platform that connects a vibrant, diverse, and global group of members, today announced results for the first quarter ended March 31, 2024.
First Quarter 2024 Highlights
-
Total Members in the first quarter 2024 grew to 261,571 from 259,884 in fourth quarter 2023 and by 9.9% year-over-year
- Soho House Members grew to 198,021 from 193,865 in fourth quarter 2023, and 17.4% year-over-year
- SHCO Membership waitlist now sits at approximately 102,000, an all-time high
- Total revenues of $263.1 million, 3.1% year-over-year growth
- Membership revenues grew to $100.2 million, a 20.4% increase year-over-year, accounting for 38.1% of Total revenues
-
In-House revenues of $110.4 million, down -5% year-over-year
- Revenue Per Available Room (“RevPAR”) decreased -3% year-over-year on a like-for-like basis
- Net loss attributable to Soho House & Co Inc. was $46.0 million or $0.24 per share
- Adjusted EBITDA was $19.3 million, down $(0.8) million from first quarter 2023
- Opened Soho House Portland in the quarter, expect to open Soho House Sao Paulo soon
«Our first quarter results are testament to the strong appeal of Soho House globally, with Soho House membership growing 17% year-on-year and our waitlist surpassing the 100,000 mark for the first time,» said Andrew Carnie, CEO of Soho House & Co.
“Total revenues grew 3% in the quarter, and we have seen steady improvement in underlying trends since the start of the year. This, coupled with continued strong execution, gives us confidence to raise the midpoint of our Adjusted EBITDA guidance.”
“I’d like to thank our teams for their passion and hard work, and members around the world for their continued loyalty.”
Summary of Financial Results for the Quarter Ended March 31, 2024
|
|
For the 13 Weeks Ended |
|
|||||
|
(in thousands, except shares and per share amount unless otherwise noted) |
March 31, 2024 |
|
|
April 2, 2023 |
|
||
|
Total revenues |
$ |
263,146 |
|
|
$ |
255,209 |
|
|
Membership revenues |
|
100,191 |
|
|
|
83,248 |
|
|
In-House revenues |
|
110,401 |
|
|
|
116,078 |
|
|
Other revenues |
|
52,554 |
|
|
|
55,883 |
|
|
Operating income (loss) |
|
(25,083 |
) |
|
|
962 |
|
|
House-Level Contribution(1) |
|
49,444 |
|
|
|
46,718 |
|
|
House-Level Contribution margin (%)(1) |
|
25 |
% |
|
|
24 |
% |
|
Other Contribution(1) |
|
8,106 |
|
|
|
8,138 |
|
|
Other contribution margin (%)(1) |
|
13 |
% |
|
|
13 |
% |
|
Net income (loss) attributable to SHCO Inc. |
|
(46,040 |
) |
|
|
(15,952 |
) |
|
Adjusted EBITDA(1) |
|
19,300 |
|
|
|
20,127 |
|
|
Adjusted EBITDA margin (%)(1) |
|
7 |
% |
|
|
8 |
% |
|
Weighted average Class A and Class B Shares outstanding (basic) |
|
195,710,720 |
|
|
|
195,421,792 |
|
|
Basic and diluted income (loss) per share |
$ |
(0.24 |
) |
|
$ |
(0.08 |
) |
|
(1) |
See “Non-GAAP Financial Measures” for reconciliations of Non-GAAP measures to GAAP measures. |
The following selected items listed below are not added back in Adjusted EBITDA:
|
|
For the 13 Weeks Ended |
|
|||||
|
(in thousands) |
March 31, 2024 |
|
April 2, 2023 |
|
|||
|
Pre-opening expenses (1) |
$ |
5,754 |
|
|
$ |
4,994 |
|
|
Non-cash rent |
|
833 |
|
|
|
2,776 |
|
|
Deferred registration fees, net |
|
(467 |
) |
|
|
(461 |
) |
We delivered the following highlights against our strategic priorities in the first quarter
1. Grow and Enhance Membership
- Membership continues to reach new highs benefiting from a record waitlist and continued high retention rates
- Soho House members grew to 198,021 from 193,865 in fourth quarter 2023, and 17.4% YoY
- Focused rollout of initiatives continues to improve member experience, as illustrated by higher member satisfaction scores
- Opened Soho House Portland in March, expect to open Soho House Sao Paulo soon
2. Operational Excellence to Drive Profitability
- We achieved first quarter 2024 Adjusted EBITDA of $19.3 million, with Adjusted EBITDA margins of 7%
- Launched a new best-in-class Human Resources system in the UK, ahead of rolling it out globally
- Like-for-like Food & Beverage margins at our Houses both improved compared to the first quarter 2023, despite cost inflation
Membership Summary for the Quarter Ended March 31, 2024
|
|
As of |
|
|||||
|
|
March 31, 2024 |
|
|
April 2, 2023 |
|
||
|
Total Members |
|
261,571 |
|
|
|
237,961 |
|
|
Soho House |
|
198,021 |
|
|
|
168,685 |
|
|
Frozen members |
|
10,052 |
|
|
|
2,333 |
|
|
Soho Friends |
|
57,432 |
|
|
|
62,912 |
|
|
Soho Works |
|
6,118 |
|
|
|
6,364 |
|
|
Active App Users |
|
204,405 |
|
|
|
175,323 |
|
|
|
|
|
|
|
|
||
|
|
|
As of |
|
|||||
|
|
|
March 31, |
|
|
April 2, |
|
||
|
Number of Soho Houses |
|
|
43 |
|
|
|
41 |
|
|
North America |
|
|
16 |
|
|
|
14 |
|
|
United Kingdom |
|
|
13 |
|
|
|
13 |
|
|
Europe/RoW |
|
|
14 |
|
|
|
14 |
|
|
Number of Soho House Members |
|
|
198,021 |
|
|
|
168,685 |
|
|
North America |
|
|
72,692 |
|
|
|
61,885 |
|
|
United Kingdom |
|
|
71,835 |
|
|
|
63,285 |
|
|
Europe/RoW |
|
|
42,678 |
|
|
|
36,031 |
|
|
All Other |
|
|
10,816 |
|
|
|
7,484 |
|
|
Number of Other Members |
|
|
63,550 |
|
|
|
69,276 |
|
|
North America |
|
|
17,037 |
|
|
|
18,894 |
|
|
United Kingdom |
|
|
38,114 |
|
|
|
41,756 |
|
|
Europe/RoW |
|
|
8,399 |
|
|
|
8,626 |
|
|
Number of Total Members |
|
|
261,571 |
|
|
|
237,961 |
|
|
Number of Active App Users |
|
|
204,405 |
|
|
|
175,323 |
|
Memberships
- Total Members grew to 261,571 from 259,884 in fourth quarter 2023 and by 9.9% year-over-year
- Total Soho House Members grew to 198,021 from 193,865 in fourth quarter 2023, driven by continued high retention rates, alongside membership intakes in both new and existing Houses
- Frozen Members was 10,052 at the end of first quarter 2024
- Other Memberships including Soho Friends and Soho Works was 63,550 members, a decrease of 2,469 from the end of the fourth quarter 2023 and an 8% decrease year-over-year
Financing
- SHCO ended first quarter 2024 with Cash and cash equivalents and Restricted cash of $145 million
Updated Fiscal 2024 Guidance
The following forward-looking statements reflect our current expectations as of today, May 10, 2024:
|
|
|
|
|
|
|
|
Old Fiscal 2024 Guidance |
New Fiscal 2024 Guidance |
|
Total Soho House Members |
|
>210,000 |
>210,000 |
|
Membership revenues |
|
$405m – $415m |
$405m – $415m |
|
Total revenues* |
|
$1,200m – $1,250m |
$1,200m – $1,250m |
|
Adjusted EBITDA** |
|
$155m – $165m |
$157m – $165m |
|
*Assumes no material FX impact, reflecting bank estimates |
|||
|
**Without adding back pre-opening costs, non-cash rent and deferred registration fees of ~$25-30m combined for fiscal 2024 as a whole |
|||
Conference Call and Webcast:
A conference call and live webcast will be hosted to discuss these results on Friday, May 10, 2024 at 9am EST / 1pm BST.
A live broadcast and accompanying presentation will be available at www.sohohouseco.com.
To listen to the live conference call via telephone, please dial:
USA
New York (646) 307 1963
USA & Canada Toll-Free (800) 715 9871
UK
London +44 (0)20 3481 4247
UK Toll-Free +44 (0)800 260 6466
Conference ID 6397190
A replay of the webcast will be available on our website following the call for up to 90 days.
Non-GAAP Financial Measures
This presentation contains certain financial measures, including Adjusted EBITDA, House-Level Contribution and Margin, Other Contribution and Margin, Net Debt and certain financial measures presented on a Constant Currency basis that are not required by, or presented in accordance with, accounting principles generally accepted in the United States of America (‘GAAP’). We refer to these measures as ‘non-GAAP financial measures.’ We use these non-GAAP financial measures when planning, monitoring and evaluating our performance. While we believe that these non-GAAP financial measures are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant as a substitute for revenues or net income (loss), in each case as recognized in accordance with GAAP. In addition, other companies may calculate one or more of these measures differently, which reduces the usefulness of any such measure as a comparative measure. See below for a definition of these non-GAAP financial measures and a reconciliation to the most directly comparable GAAP financial measures.
We provide earnings guidance using both GAAP and non-GAAP financial measures. A reconciliation of the Company’s Adjusted EBITDA guidance to the most directly comparable GAAP financial measure cannot be provided without unreasonable efforts and is not provided herein because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including adjustments that are made for future changes in foreign exchange and the other adjustments reflected in our reconciliation of historical non-GAAP financial measures, the amounts of which, could be material.
The information in this presentation should be read in conjunction with our Annual and Quarterly Reports on Form 10-K and Form 10-Q and other information that we file with the SEC. The reconciliations of non-GAAP financial measures are an integral part of the information presented herein. You can access these documents on our website, www.sohohouseco.com, free of charge, as well as any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained on our website is not incorporated by reference into, and should not be considered a part of, this presentation.
In addition, the SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including the Company, that file electronically with the SEC at www.sec.gov.
The non-GAAP financial measures we use herein are defined by us as follows:
ADJUSTED EBITDA. Adjusted EBITDA is a supplemental measure of our performance. Adjusted EBITDA is defined as Net income (loss) before Depreciation and amortization, Interest expense, net, Income tax (expense) benefit, adjusted to take account of the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These other items include, but are not limited to, Gain (loss) on sale of property and other, net, Share of loss (profit) from equity method investments, Foreign exchange, Share of equity method investments adjusted EBITDA, Share-based compensation expense and other applicable items. We believe that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses (income) that do not relate to ongoing business performance.
HOUSE-LEVEL CONTRIBUTION AND MARGIN. House-Level Contribution is defined as House Revenues less In-House operating expenses, which includes expense items such as food and beverage costs, labor costs, variable overheads and fixed costs, such as rent. It does not reflect the impact of depreciation, amortization, impairment, gain or loss on sale of property, general and administrative expenses or other applicable items. House-Level Contribution Margin is defined as House-Level Contribution as a percentage of our House Revenues and is a key determinant of our performance and profitability and our return on the investment we make in each of our Houses. Given that all costs associated with providing our members with the Soho House experience, including the costs associated with maintaining our Houses and providing services to members while in the Houses, are included in In-House operating expenses, we use House Revenues (inclusive of House Membership Revenues) in calculating House-Level Contribution and House-Level Contribution Margin to assess the overall profitability of our Houses. Accordingly, our management considers House-Level Contribution and House-Level Contribution Margin to be an important management measure to evaluate the performance of each House, and growth in aggregate House-Level Contribution allows us to leverage our general and administrative costs and improve overall profitability.
OTHER CONTRIBUTION AND MARGIN. Other Contribution is defined as Other revenues plus Non-House Membership Revenues less Other operating expenses, which includes expense items not related to the operation of Houses, such as labor costs, variable overheads and fixed costs, such as rent. It does not reflect the impact of depreciation, amortization, impairment, gain or loss on sale of property, general and administrative expenses, pre-opening expenses, foreign exchange gain/loss, Share-based compensation expense and other applicable items. Other Contribution Margin defined as Other Contribution as a percentage of our Other revenues and is a key determinant of our performance and profitability and our return on the investment in our non-House business. Our management considers Other Contribution and Contribution Margin to be an important management measure.
NET DEBT. Net Debt reflects the total debt, comprising long-term debt, property mortgage loans and related party loans, less cash, cash equivalents and restricted cash. Net Debt is an important measure to monitor leverage and evaluate the balance sheet. A limitation associated with using Net Debt is that it subtracts Cash and cash equivalents and Restricted cash and therefore may imply that there is less Company debt than the most comparable GAAP measure indicates. Management believes that investors may find it useful to monitor leverage and evaluate the balance sheet.
CONSTANT CURRENCY. Some of our financial and operational data that we disclose in this release is presented on a ‘constant currency’ basis to isolate the effect of currency changes during the period. Where we refer to a measure being calculated in ‘constant currency,’ we are calculating the dollar change and the percentage change as if the exchange rate that is being used in the current period was in effect for all prior periods presented. We believe that this calculation provides a more meaningful indication of actual year over year performance and eliminates any fluctuations from currency exchange rates.
While we believe that these non-GAAP financial measures are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant as a substitute for revenues or net income (loss), in each case as recognized in accordance with GAAP. In addition, other companies may calculate one or more of these measures differently, which reduces the usefulness of any such measure as a comparative measure.
A reconciliation of Net income (loss) to Adjusted EBITDA for the 13 weeks ending March 31, 2024 and April 2, 2023 is set forth below:
|
|
For the 13 Weeks Ended |
|
|
Percent Change |
|
||||||||||
|
|
March 31, |
|
|
April 2, |
|
|
Actuals |
|
|
Constant |
|
||||
|
|
Actuals |
|
|
|
|
||||||||||
|
|
(Unaudited, dollar amounts in thousands) |
|
|||||||||||||
|
Net income (loss) |
$ |
(46,339 |
) |
|
$ |
(16,016 |
) |
|
n/m |
|
|
n/m |
|
||
|
Depreciation and amortization |
|
25,744 |
|
|
|
24,464 |
|
|
|
5 |
% |
|
|
2 |
% |
|
Interest expense, net |
|
21,199 |
|
|
|
18,701 |
|
|
|
13 |
% |
|
|
9 |
% |
|
Income tax benefit |
|
499 |
|
|
|
(171 |
) |
|
n/m |
|
|
n/m |
|
||
|
EBITDA |
|
1,103 |
|
|
|
26,978 |
|
|
|
(96 |
)% |
|
|
(96 |
)% |
|
(Gain) loss on sale of property and other, net |
|
(65 |
) |
|
|
(681 |
) |
|
|
90 |
% |
|
|
91 |
% |
|
Share of income of equity method investments |
|
(377 |
) |
|
|
(871 |
) |
|
|
57 |
% |
|
|
58 |
% |
|
Foreign exchange (gain) loss, net (2) |
|
5,481 |
|
|
|
(13,013 |
) |
|
n/m |
|
|
n/m |
|
||
|
Share of equity method investments adjusted EBITDA |
|
1,740 |
|
|
1,868 |
|
|
|
(7 |
)% |
|
|
(10 |
)% |
|
|
Share-based compensation expense |
|
8,039 |
|
|
5,846 |
|
|
|
38 |
% |
|
|
33 |
% |
|
|
Expenses related to shareholder activism (3) |
|
1,885 |
|
|
— |
|
|
n/m |
|
|
n/m |
|
|||
|
Expenses related to evaluation of certain strategic transactions (4) |
|
1,494 |
|
|
|
— |
|
|
n/m |
|
|
n/m |
|
||
|
Adjusted EBITDA |
$ |
19,300 |
$ |
20,127 |
|
|
|
(4 |
)% |
|
|
(7 |
)% |
||
|
1. |
|
See “Non-GAAP Financial Measures” for an explanation of our constant currency results. |
|
2. |
|
Primarily driven by foreign exchange volatility impacting our non-USD debt and working capital. |
|
3. |
|
Primarily relating to professional service fees related to shareholder activism response |
|
4. |
|
Primarily relating to third party advisory expenses incurred by the Company’s independent special committee in respect of the evaluation of certain strategic transactions |
A reconciliation of Operating income (loss) to House-Level Contribution & Other Contribution for the 13 weeks ending March 31, 2024 and April 2, 2023 is set forth below:
|
|
For the 13 Weeks Ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
March 31, |
|
|
April 2, |
|
|
Change % |
|
|
April 3, 2023 |
|
|
Constant Change % |
|
|||||
|
|
Actuals |
|
|
|
|
|
|
|
|||||||||||
|
|
(Unaudited, dollar amounts in thousands) |
|
|||||||||||||||||
|
Operating income (loss) |
$ |
(25,083 |
) |
|
$ |
962 |
|
|
n/m |
|
|
$ |
(2,899 |
) |
|
n/m |
|
||
|
General and administrative |
|
34,372 |
|
|
|
30,574 |
|
|
|
12 |
% |
|
|
31,675 |
|
|
|
9 |
% |
|
Pre-opening expenses |
|
5,754 |
|
|
|
4,994 |
|
|
|
15 |
% |
|
|
5,174 |
|
|
|
11 |
% |
|
Depreciation and amortization |
|
25,744 |
|
|
|
24,464 |
|
|
|
5 |
% |
|
|
25,345 |
|
|
|
2 |
% |
|
Share-based compensation |
|
8,039 |
|
|
|
5,846 |
|
|
|
38 |
% |
|
|
6,057 |
|
|
|
33 |
% |
|
Foreign exchange (gain) loss, net |
|
5,481 |
|
|
|
(13,013 |
) |
|
n/m |
|
|
|
(13,482 |
) |
|
n/m |
|
||
|
Other, net |
|
3,243 |
|
|
|
1,029 |
|
|
n/m |
|
|
|
1,066 |
|
|
n/m |
|
||
|
Non-House membership revenues |
|
(9,519 |
) |
|
|
(8,636 |
) |
|
|
(10 |
)% |
|
|
(8,947 |
) |
|
|
(6 |
)% |
|
Other revenues |
|
(52,554 |
) |
|
|
(55,883 |
) |
|
|
6 |
% |
|
|
(57,291 |
) |
|
|
8 |
% |
|
Other operating expenses |
|
53,967 |
|
|
|
56,381 |
|
|
|
(4 |
)% |
|
|
58,412 |
|
|
|
(8 |
)% |
|
House-Level Contribution |
$ |
49,444 |
|
|
$ |
46,718 |
|
|
|
6 |
% |
|
$ |
45,110 |
|
|
|
10 |
% |
|
Operating income (loss) margin |
|
(10 |
)% |
|
|
0 |
% |
|
|
|
|
|
0 |
% |
|
|
|
||
|
House-Level Contribution Margin |
|
25 |
% |
|
|
24 |
% |
|
|
|
|
|
24 |
% |
|
|
|
||
|
|
For the 13 Weeks Ended |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
March 31, |
|
|
April 2, |
|
|
Change % |
|
|
April 3, 2023 |
|
|
Constant Currency |
|
|||||
|
|
Actuals |
|
|
|
|
|
|
|
|||||||||||
|
|
(Unaudited, dollar amounts in thousands) |
|
|||||||||||||||||
|
Operating income (loss) |
$ |
(25,083 |
) |
|
$ |
962 |
|
|
n/m |
|
|
$ |
(2,899 |
) |
|
n/m |
|
||
|
General and administrative |
|
34,372 |
|
|
|
30,574 |
|
|
|
12 |
% |
|
|
31,675 |
|
|
|
9 |
% |
|
Pre-opening expenses |
|
5,754 |
|
|
|
4,994 |
|
|
|
15 |
% |
|
|
5,174 |
|
|
|
11 |
% |
|
Depreciation and amortization |
|
25,744 |
|
|
|
24,464 |
|
|
|
5 |
% |
|
|
25,345 |
|
|
|
2 |
% |
|
Share-based compensation |
|
8,039 |
|
|
|
5,846 |
|
|
|
38 |
% |
|
|
6,057 |
|
|
|
33 |
% |
|
Foreign exchange loss, net |
|
5,481 |
|
|
|
(13,013 |
) |
|
n/m |
|
|
|
(13,482 |
) |
|
n/m |
|
||
|
Other, net |
|
3,243 |
|
|
|
1,029 |
|
|
n/m |
|
|
|
1,066 |
|
|
n/m |
|
||
|
House membership revenues |
|
(90,672 |
) |
|
|
(74,612 |
) |
|
|
(22 |
)% |
|
|
(75,859 |
) |
|
|
(20 |
)% |
|
In-House revenues |
|
(110,401 |
) |
|
|
(116,078 |
) |
|
|
5 |
% |
|
|
(118,409 |
) |
|
|
7 |
% |
|
In-House operating expenses |
|
151,629 |
|
|
|
143,972 |
|
|
|
5 |
% |
|
|
149,158 |
|
|
|
2 |
% |
|
Total Other Contribution |
$ |
8,106 |
|
|
$ |
8,138 |
|
|
|
(0 |
)% |
|
$ |
7,826 |
|
|
|
4 |
% |
|
Operating income (loss) margin |
|
(10 |
)% |
|
|
0 |
% |
|
|
|
|
|
0 |
% |
|
|
|
||
|
Other Contribution Margin |
|
13 |
% |
|
|
13 |
% |
|
|
|
|
|
13 |
% |
|
|
|
||
Condensed unaudited Consolidated Statements of Operations for the 13 weeks ended March 31, 2024 and April 2, 2023:
|
|
For the 13 Weeks Ended |
|
|||||||
|
(in thousands, except for per share data) |
March 31, 2024 |
|
|
April 2, 2023 |
|
||||
|
Revenues |
|
|
|
|
|
|
|
||
|
Membership revenues |
$ |
|
100,191 |
|
|
$ |
|
83,248 |
|
|
In-House revenues |
|
|
110,401 |
|
|
|
|
116,078 |
|
|
Other revenues |
|
|
52,554 |
|
|
|
|
55,883 |
|
|
Total revenues |
|
|
263,146 |
|
|
|
|
255,209 |
|
|
Operating expenses |
|
|
|
|
|
|
|
||
|
In-House operating expenses |
|
|
(151,629 |
) |
|
|
|
(143,972 |
) |
|
Other operating expenses |
|
|
(53,967 |
) |
|
|
|
(56,381 |
) |
|
General and administrative expenses |
|
|
(34,372 |
) |
|
|
|
(30,574 |
) |
|
Pre-opening expenses |
|
|
(5,754 |
) |
|
|
|
(4,994 |
) |
|
Depreciation and amortization |
|
|
(25,744 |
) |
|
|
|
(24,464 |
) |
|
Share-based compensation |
|
|
(8,039 |
) |
|
|
|
(5,846 |
) |
|
Foreign exchange gain (loss), net |
|
|
(5,481 |
) |
|
|
|
13,013 |
|
|
Other, net |
|
|
(3,243 |
) |
|
|
|
(1,029 |
) |
|
Total operating expenses |
|
|
(288,229 |
) |
|
|
|
(254,247 |
) |
|
Operating income (loss) |
|
|
(25,083 |
) |
|
|
|
962 |
|
|
Other (expense) income |
|
|
|
|
|
|
|
||
|
Interest expense, net |
|
|
(21,199 |
) |
|
|
|
(18,701 |
) |
|
Gain (loss) on sale of property and other, net |
|
|
65 |
|
|
|
|
681 |
|
|
Share of income (loss) of equity method investments |
|
|
377 |
|
|
|
|
871 |
|
|
Total other expense, net |
|
|
(20,757 |
) |
|
|
|
(17,149 |
) |
|
Income (loss) before income taxes |
|
|
(45,840 |
) |
|
|
|
(16,187 |
) |
|
Income tax (expense) benefit |
|
|
(499 |
) |
|
|
|
171 |
|
|
Net income (loss) |
|
|
(46,339 |
) |
|
|
|
(16,016 |
) |
|
Net income (loss) attributable to noncontrolling interests |
|
|
299 |
|
|
|
|
64 |
|
|
Net income (loss) attributable to Soho House & Co Inc. |
$ |
|
(46,040 |
) |
|
$ |
|
(15,952 |
) |
|
Net income (loss) per share attributable to Class A and Class B common stock |
|
|
|
|
|
|
|
||
|
Basic and diluted |
$ |
|
(0.24 |
) |
|
$ |
|
(0.08 |
) |
|
Weighted average shares outstanding |
|
|
|
|
|
|
|
||
|
Basic and diluted |
|
|
195,711 |
|
|
|
|
195,422 |
|
Condensed unaudited Consolidated Statements of Cash flows for the 13 weeks ended March 31, 2024 and April 2, 2023:
|
|
For the 13 Weeks Ended |
|
|||||
|
(in thousands) |
March 31, 2024 |
|
|
April 2, 2023 |
|
||
|
Cash flows from operating activities |
|
|
|
|
|
||
|
Net income (loss) |
$ |
(46,339 |
) |
|
$ |
(16,016 |
) |
|
Adjustments to reconcile net loss to net cash used in operating activities |
|
|
|
|
|
||
|
Depreciation and amortization |
|
25,744 |
|
|
|
24,464 |
|
|
Non-cash share-based compensation |
|
7,336 |
|
|
|
5,677 |
|
|
Deferred tax expense (benefit) |
|
(393 |
) |
|
|
(683 |
) |
|
Gain (loss) on sale of property and other, net |
|
(65 |
) |
|
|
(681 |
) |
|
Share of (income) loss of equity method investments |
|
(377 |
) |
|
|
(871 |
) |
|
Amortization of debt issuance costs |
|
703 |
|
|
|
762 |
|
|
PIK interest (settled), net of non-cash interest |
|
9,614 |
|
|
|
9,073 |
|
|
Distributions from equity method investees |
|
— |
|
|
|
159 |
|
|
Foreign exchange (gain) loss, net |
|
5,481 |
|
|
|
(13,013 |
) |
|
Changes in assets and liabilities: |
|
|
|
|
|
||
|
Accounts receivable |
|
(1,046 |
) |
|
|
(1,612 |
) |
|
Inventories |
|
(1,816 |
) |
|
|
1,373 |
|
|
Operating leases, net |
|
1,749 |
|
|
|
(1,125 |
) |
|
Other operating assets |
|
(26,478 |
) |
|
|
(18,385 |
) |
|
Deferred revenue |
|
(4,747 |
) |
|
|
297 |
|
|
Accounts payable and accrued and other liabilities |
|
38,122 |
|
|
|
(1,907 |
) |
|
Net cash used in operating activities |
|
7,488 |
|
|
|
(12,488 |
) |
|
Cash flows from investing activities |
|
|
|
|
|
||
|
Purchase of property and equipment |
|
(21,004 |
) |
|
|
(12,010 |
) |
|
Proceeds from sale of assets |
|
— |
|
|
|
978 |
|
|
Purchase of intangible assets |
|
(4,587 |
) |
|
|
(4,674 |
) |
|
Net cash used in investing activities |
|
(25,591 |
) |
|
|
(15,706 |
) |
|
Cash flows from financing activities |
|
|
|
|
|
||
|
Repayment of borrowings |
|
(312 |
) |
|
|
(202 |
) |
|
Payment for debt extinguishment costs |
|
— |
|
|
|
— |
|
|
Proceeds from borrowings |
|
— |
|
|
|
— |
|
|
Payments for debt issuance costs |
|
— |
|
|
|
— |
|
|
Principal payments on finance leases |
|
(67 |
) |
|
|
(39 |
) |
|
Principal payments on financing obligation |
|
— |
|
|
|
— |
|
|
Distributions to noncontrolling interest |
|
— |
|
|
|
(390 |
) |
|
Contributions from noncontrolling interest |
|
— |
|
|
|
— |
|
|
Senior convertible preference shares issued, net of issuance costs |
|
— |
|
|
|
— |
|
|
Purchase of treasury stock |
|
— |
|
|
|
— |
|
|
Proceeds from issuance of SHHL redeemable C ordinary shares, net of issuance costs |
|
— |
|
|
|
— |
|
|
Net cash (used in) provided by financing activities |
|
(379 |
) |
|
|
(631 |
) |
|
Effect of exchange rate changes on cash and cash equivalents, and restricted cash |
|
(569 |
) |
|
|
1,002 |
|
|
Net (decrease) increase in cash and cash equivalents, and restricted cash |
|
(19,051 |
) |
|
|
(27,823 |
) |
|
Cash, cash equivalents and restricted cash |
|
|
|
|
|
||
|
Beginning of period |
|
163,607 |
|
|
|
190,043 |
|
|
End of period |
$ |
144,556 |
|
|
$ |
162,220 |
|
|
|
|
For the 13 Weeks Ended |
|
|||||
|
(in thousands) |
|
March 31, 2024 |
|
|
April 2, 2023 |
|
||
|
Cash, cash equivalents and restricted cash are comprised of: |
|
|
|
|
|
|
||
|
Cash and cash equivalents |
|
|
142,320 |
|
|
|
153,820 |
|
|
Restricted cash |
|
|
2,236 |
|
|
|
8,400 |
|
|
Cash, cash equivalents and restricted cash as of March 31, 2024 and April 2, 2023 |
|
$ |
144,556 |
|
|
$ |
162,220 |
|
|
Supplemental disclosures: |
|
|
|
|
|
|
||
|
Cash paid for interest, net of capitalized interest |
|
$ |
10,235 |
|
|
$ |
8,573 |
|
|
Cash paid for income taxes |
|
|
1,360 |
|
|
|
263 |
|
|
Supplemental disclosures of non-cash investing and financing activities: |
|
|
|
|
|
|
||
|
Operating lease assets obtained in exchange for new operating lease liabilities |
|
|
19,450 |
|
|
|
33,152 |
|
|
Acquisitions of property and equipment under finance leases |
|
|
198 |
|
|
|
— |
|
|
Accrued capital expenditures |
|
|
7,764 |
|
|
|
15,354 |
|
Condensed Unaudited Consolidated Balance Sheet as of March 31, 2024 and December 31, 2023:
|
|
As of |
|
|||||
|
(in thousands, except for par value and share data) |
March 31, 2024 |
|
|
December 31, 2023 |
|
||
|
Assets |
|
|
|
|
|
||
|
Current assets |
|
|
|
|
|
||
|
Cash and cash equivalents |
$ |
142,320 |
|
|
$ |
161,656 |
|
|
Restricted cash |
|
2,236 |
|
|
|
1,951 |
|
|
Accounts receivable, net |
|
58,926 |
|
|
|
58,158 |
|
|
Inventories |
|
62,137 |
|
|
|
60,768 |
|
|
Prepaid expenses and other current assets |
|
138,247 |
|
|
|
112,512 |
|
|
Total current assets |
|
403,866 |
|
|
|
395,045 |
|
|
Property and equipment, net |
|
617,465 |
|
|
|
627,035 |
|
|
Operating lease assets |
|
1,147,753 |
|
|
|
1,150,165 |
|
|
Goodwill |
|
204,150 |
|
|
|
206,285 |
|
|
Other intangible assets, net |
|
125,363 |
|
|
|
127,240 |
|
|
Equity method investments |
|
21,775 |
|
|
|
21,695 |
|
|
Deferred tax assets |
|
733 |
|
|
|
740 |
|
|
Other non-current assets |
|
2,518 |
|
|
|
9,597 |
|
|
Total non-current assets |
|
2,119,757 |
|
|
|
2,142,757 |
|
|
Total assets |
$ |
2,523,623 |
|
|
$ |
2,537,802 |
|
|
Liabilities and Shareholders’ Deficit |
|
|
|
|
|
||
|
Current liabilities |
|
|
|
|
|
||
|
Accounts payable |
$ |
86,482 |
|
|
$ |
70,316 |
|
|
Accrued liabilities |
|
87,941 |
|
|
|
84,815 |
|
|
Current portion of deferred revenue |
|
114,415 |
|
|
|
117,129 |
|
|
Indirect and employee taxes payable |
|
30,349 |
|
|
|
38,169 |
|
|
Current portion of debt, net of debt issuance costs |
|
34,184 |
|
|
|
29,290 |
|
|
Current portion of operating lease liabilities – sites trading less than one year |
|
947 |
|
|
|
1,721 |
|
|
Current portion of operating lease liabilities – sites trading more than one year |
|
50,057 |
|
|
|
49,436 |
|
|
Other current liabilities |
|
42,439 |
|
|
|
33,633 |
|
|
Total current liabilities |
|
446,814 |
|
|
|
424,509 |
|
|
Debt, net of current portion and debt issuance costs |
|
637,519 |
|
|
|
635,576 |
|
|
Property mortgage loans, net of debt issuance costs |
|
137,170 |
|
|
|
137,099 |
|
|
Operating lease liabilities, net of current portion – sites trading less than one year |
|
65,279 |
|
|
|
68,762 |
|
|
Operating lease liabilities, net of current portion – sites trading more than one year |
|
1,235,405 |
|
|
|
1,234,140 |
|
|
Finance lease liabilities |
|
77,920 |
|
|
|
78,481 |
|
|
Financing obligation |
|
76,717 |
|
|
|
76,624 |
|
|
Deferred revenue, net of current portion |
|
25,195 |
|
|
|
25,787 |
|
|
Deferred tax liabilities |
|
1,776 |
|
|
|
1,510 |
|
|
Other non-current liabilities |
|
5,222 |
|
|
|
5,941 |
|
|
Total non-current liabilities |
|
2,262,203 |
|
|
|
2,263,920 |
|
|
Total liabilities |
|
2,709,017 |
|
|
|
2,688,429 |
|
|
Commitments and contingencies |
|
|
|
|
|
||
Contacts
Investor Relations
ir@sohohouseco.com
Media and Press
press@sohohouseco.com
