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 30, 2025.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20250509883543/en/

Shoreditch House

First Quarter 2025 Highlights

Total revenues of $282.9 million, 8.0% year-over-year growth
Membership revenues grew to $112.9 million, a 14.1% increase year-over-year
In-House revenues of $112.4 million, up 1.9% year-over-year
- Revenue Per Available Room (“RevPAR”) was 4% higher year-over-year on a like-for-like basis
Other revenues of $57.5 million, up 9.1% year-over-year driven by strong growth in Soho Home
Net income attributable to Soho House & Co Inc. was $8.2 million or $0.04 per share
Adjusted EBITDA was $47.0 million, an increase from $19.8 million in first quarter 2024
Net income and Adjusted EBITDA amounts noted above include $22.9 million of business interruption insurance proceeds related to COVID-19 received this quarter

“Our strong quarterly performance gives me confidence that our strategic priorities are resonating with our members around the world, with first quarter total revenues growing by 8% and significant growth in Adjusted EBITDA,” said Andrew Carnie, CEO of Soho House & Co.

"We continue to elevate the Soho House member experience across our existing Houses globally, and with new openings including Soho Farmhouse Ibiza this summer. Our operational transformation is starting to gain real traction and we’re seeing early signs of this in profitability, giving us further confidence in the potential that lies ahead of us."

"I want to thank our teams for their passion and commitment, and our members for their continued loyalty – especially those in Los Angeles who were affected by the devastating fires earlier this year."

Transaction Update

As previously announced on December 19, 2024, the Company received an offer from a third-party consortium to take the Company private for $9.00 per share. The Company set up a Special Committee to assess the offer and the parties continue to assess the offer and a potential transaction, however no assurances can be given that the Special Committee’s assessment will result in any change in strategy, or if a transaction will be undertaken. The Company will make a further public comment regarding these matters at such time as there is a material development in the process.

Summary of Unaudited Financial Results for the Quarter Ended March 30, 2025

	For the 13 Weeks Ended
*(in thousands, except shares and per share amount unless otherwise noted)*	March 30, 2025			March 31, 2024
	(Unaudited)
Total revenues	$	282,864		$	261,944
Membership revenues		112,911			98,949
In-House revenues		112,419			110,270
Other revenues		57,534			52,725
Operating income (loss)		34,894			(24,327	)
House-Level Contribution⁽¹⁾		52,320			49,471
House-Level Contribution margin (%)⁽¹⁾		24	%		25	%
Other Contribution⁽¹⁾		8,120			8,577
Other contribution margin (%)⁽¹⁾		12	%		14	%
Net income (loss) attributable to SHCO⁽²⁾		8,168			(41,559	)
Adjusted EBITDA⁽¹⁾⁽²⁾		46,962			19,806
Adjusted EBITDA margin (%)⁽¹⁾		17	%		8	%
Weighted average Class A and Class B Shares outstanding (basic)		194,463,762			195,710,720
Weighted average Class A and Class B Shares outstanding (diluted)		196,669,721			195,710,720
Basic income (loss) per share	$	0.04		$	(0.21	)
Diluted income (loss) per share	$	0.04		$	(0.21	)

(1) See “Non-GAAP Financial Measures” for reconciliations of Non-GAAP measures to GAAP measures.
(2) Includes a total of $22.9 million in business interruption proceeds received and recognized during the 13 weeks ended March 30, 2025 related to the impacts of general business interruption (including lost revenues and additional costs incurred) in the UK due to the COVID-19 pandemic

We delivered the following highlights against our strategic priorities in the first quarter

1. Grow and Enhance Membership

Key initiatives continue to improve member experience and service in our Houses, as illustrated by high member satisfaction scores

2. Operational Excellence to Drive Profitability

We achieved first quarter 2025 Adjusted EBITDA of $47.0 million, with Adjusted EBITDA margins of 16.6%
Adjusted EBITDA benefited from $22.9 million of business interruption and loss recovery insurance proceeds related to COVID-19 that we received in the quarter
The Company was negatively impacted in the quarter from the Los Angeles wildfires, in respect of which the Company has submitted an insurance claim of $3 million but has not received any proceeds
Like-for-like Food & Beverage margins at our Houses improved compared to the first quarter 2024
Focus on driving accommodation performance resulted in 4% RevPAR growth in the first quarter 2025 versus the first quarter 2024

Membership Summary for the Quarter Ended March 30, 2025

	As of
	March 30, 2025		March 31, 2024
	(Unaudited)
Total Members		269,636		261,571
Soho House		212,001		198,021
Frozen Members		10,225		10,052
Soho Friends		51,479		57,432
Soho Works		6,156		6,118
Active App Users		215,283		204,405

	As of
	March 30, 2025		March 31, 2024
	(Unaudited)
Number of Soho Houses		45		43
The Americas		17		16
United Kingdom		14		13
Europe/RoW		14		14
Number of Soho House Members		212,001		198,021
The Americas		80,736		72,692
United Kingdom		73,101		71,835
Europe/RoW		45,440		42,678
All Other		12,724		10,816
Number of Other Members		57,635		63,550
The Americas		15,714		17,037
United Kingdom		34,583		38,114
Europe/RoW		7,338		8,399
Number of Total Members		269,636		261,571
Number of Active App Users		215,283		204,405

Memberships

Total Members grew 3.1% year-over-year to 269,636
Total Soho House Members grew 7.1% year-over-year to 212,001
Other Memberships including Soho Friends and Soho Works declined 9.3% year-over-year to 57,635 members.

Financing

SHCO ended first quarter 2025 with Cash, cash equivalents and restricted cash of $155 million

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) of equity method investments, Foreign exchange, Share of equity method investments adjusted EBITDA, Share-based compensation expense, impairment of long-lived assets, 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 30, 2025 and March 31, 2024 is set forth below:

	For the 13 Weeks Ended						Percent Change
	March 30, 2025			March 31, 2024			Actuals			Constant Currency⁽¹⁾
	Actuals
	(Unaudited, dollar amounts in thousands)
Net income (loss)	$	7,513		$	(41,858	)	n/m			n/m
Depreciation and amortization		24,014			25,494			(6	)%		(6	)%
Interest expense, net		21,375			21,199			1	%		1	%
Income tax expense (benefit)		6,742			(3,226	)	n/m			n/m
EBITDA		59,644			1,609		n/m			n/m
(Gain) Loss on sale of property and other, net		(2	)		(65	)		97	%		97	%
Share of income of equity method investments		(734	)		(377	)		(95	)%		(94	)%
Foreign exchange (gain) loss, net ⁽²⁾		(21,521	)		5,481		n/m			n/m
Share of equity method investments adjusted EBITDA		1,937			1,740			11	%		11	%
Share-based compensation expense		2,360			8,039			(71	)%		(71	)%
Expenses related to ERP implementation⁽³⁾		1,416			—		n/m			n/m
Expenses related to the evaluation of certain strategic transactions⁽⁴⁾		1,760			1,494			18	%		18	%
Impairment of long-lived assets⁽⁵⁾		2,102			—		n/m			n/m
Expenses related to shareholder activism⁽⁶⁾		—			1,885		n/m			n/m
Adjusted EBITDA	$	46,962		$	19,806		n/m			n/m

See “Non-GAAP Financial Measures” for an explanation of our constant currency results. Foreign exchange (gain) loss, net reflects non-cash re-valuation of our non-USD debt. During the 13 weeks ended March 30, 2025, the Company incurred certain expenses related to the planned ERP system implementation. Primarily relating to third party advisory expenses incurred by the Company and its independent special committee in respect of the evaluation of certain strategic transactions. The Company recognized impairment losses on long-lived assets (operating lease assets) which relates to the legacy Chicken Shop restaurant sites in the UK. Primarily relating to professional service fees related to the Company's shareholder activism response.

A reconciliation of Operating income (loss) to House-Level Contribution & Other Contribution for the 13 weeks ending March 30, 2025 and March 31, 2024 is set forth below:

	For the 13 Weeks Ended
	March 30, 2025			March 31, 2024			Change %			March 31, 2024 Constant Currency⁽¹⁾			Constant Currency Change %⁽¹⁾
	Actuals
	(Unaudited, dollar amounts in thousands)
Operating income (loss)	$	34,894		$	(24,327	)	n/m			$	(24,568	)	n/m
General and administrative		36,448			34,372			6	%		34,432			6	%
Pre-opening expenses		2,035			5,746			(65	)%		5,756			(65	)%
Depreciation and amortization		24,014			25,494			(6	)%		25,538			(6	)%
Share-based compensation		2,360			8,039			(71	)%		8,053			(71	)%
Foreign exchange (gain) loss, net		(21,521	)		5,481		n/m				5,491		n/m
Loss on impairment of long-lived assets		2,102			—		n/m				-		n/m
Business interruption proceeds, net		(22,899	)		—		n/m				-		n/m
Other, net		3,007			3,243			(7	)%		3,249			(7	)%
Non-House membership revenues		(8,564	)		(8,277	)		(3	)%		(8,291	)		(3	)%
Other revenues		(57,534	)		(52,725	)		(9	)%		(52,788	)		(9	)%
Other operating expenses		57,978			52,425			11	%		52,516			10	%
House-Level Contribution	$	52,320		$	49,471			6	%	$	49,388			6	%
Operating profit (loss) margin		12	%		(9	)%					(9	)%
House-Level contribution margin		24	%		25	%					25	%

	For the 13 Weeks Ended
	March 30, 2025			March 31, 2024			Change %			March 31, 2024 Constant Currency⁽¹⁾			Constant Currency Change %⁽¹⁾
	Actuals
	(Unaudited, dollar amounts in thousands)
Operating income (loss)	$	34,894		$	(24,327	)	n/m			$	(24,568	)	n/m
General and administrative		36,448			34,372			6	%		34,432			6	%
Pre-opening expenses		2,035			5,746			(65	)%		5,756			(65	)%
Depreciation and amortization		24,014			25,494			(6	)%		25,538			(6	)%
Share-based compensation		2,360			8,039			(71	)%		8,053			(71	)%
Foreign exchange loss, net		(21,521	)		5,481		n/m				5,491		n/m
Loss on impairment of long-lived assets		2,102			—		n/m				—		n/m
Business interruption proceeds, net		(22,899	)		—		n/m				—		n/m
Other, net		3,007			3,243			(7	)%		3,249			(7	)%
House membership revenues		(104,347	)		(90,672	)		(15	)%		(90,748	)		(15	)%
In-House revenues		(112,419	)		(110,270	)		(2	)%		(110,374	)		(2	)%
In-House operating expenses		164,446			151,471			9	%		151,734			8	%
Total Other Contribution	$	8,120		$	8,577			(5	)%	$	8,563			(5	)%
Operating profit (loss) margin		12	%		(9	)%					(9	)%
Other Contribution Margin		12	%		14	%					14	%

See “Non-GAAP Financial Measures” for an explanation of our constant currency results.

Condensed Unaudited Consolidated Statements of Operations for the 13 weeks ended March 30, 2025 and March 31, 2024:

	For the 13 Weeks Ended
*(in thousands, except for per share data)*	March 30, 2025			March 31, 2024
Revenues
Membership revenues	$	112,911		$	98,949
In-House revenues		112,419			110,270
Other revenues		57,534			52,725
Total revenues		282,864			261,944
Operating expenses
In-House operating expenses		(164,446	)		(151,471	)
Other operating expenses		(57,978	)		(52,425	)
General and administrative expenses		(36,448	)		(34,372	)
Pre-opening expenses		(2,035	)		(5,746	)
Depreciation and amortization		(24,014	)		(25,494	)
Share-based compensation		(2,360	)		(8,039	)
Foreign exchange gain (loss), net		21,521			(5,481	)
Loss on impairment of long-lived assets		(2,102	)		—
Business interruption proceeds, net		22,899			—
Other, net		(3,007	)		(3,243	)
Total operating expenses		(247,970	)		(286,271	)
Operating income (loss)		34,894			(24,327	)
Other (expense) income
Interest expense, net		(21,375	)		(21,199	)
Gain (loss) on sale of property and other, net		2			65
Share of income of equity method investments		734			377
Total other expense, net		(20,639	)		(20,757	)
Income (loss) before income taxes		14,255			(45,084	)
Income tax (expense) benefit		(6,742	)		3,226
Net income (loss)		7,513			(41,858	)
Net loss attributable to non-controlling interests		655			299
Net income (loss) attributable to Soho House & Co Inc.	$	8,168		$	(41,559	)
Net income (loss) per share attributable to Class A and Class B common stock
Basic	$	0.04		$	(0.21	)
Diluted		0.04			(0.21	)
Weighted average shares outstanding
Basic		194,464			195,711
Diluted		196,670			195,711

Condensed Unaudited Consolidated Statements of Cash flows for the 13 weeks ended March 30, 2025 and March 31, 2024:

	For the 13 Weeks Ended
*(in thousands)*	March 30, 2025			March 31, 2024
Cash flows from operating activities
Net income (loss)	$	7,513		$	(41,858	)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization		24,014			25,494
Non-cash share-based compensation		2,267			7,336
Deferred tax expense (benefit)		(183	)		(2,948	)
(Gain) loss on sale of property and other, net		(2	)		(65	)
Share of (income) loss of equity method investments		(734	)		(377	)
Amortization of debt issuance costs		695			703
Loss on impairment of long-lived assets and intangible assets		2,102			—
PIK interest		10,240			9,614
Distributions from equity method investees		129			—
Foreign exchange (gain) loss, net		(21,521	)		5,481
Changes in assets and liabilities:
Accounts receivable		(1,952	)		(1,156	)
Inventories		747			(1,803	)
Operating leases, net		(152	)		2,040
Other operating assets		(9,466	)		(26,423	)
Deferred revenue		(3,468	)		(6,941	)
Accounts payable and accrued and other liabilities		12,591			37,092
Net cash provided by operating activities		22,820			6,189
Cash flows from investing activities
Purchase of property and equipment		(15,295	)		(19,706	)
Purchase of intangible assets		(4,660	)		(4,580	)
Property and casualty insurance proceeds received		1,650			—
Net cash used in investing activities		(18,305	)		(24,286	)
Cash flows from financing activities
Repayment of borrowings		(5,994	)		(312	)
Principal payments on finance leases		(101	)		(67	)
Distributions to non-controlling interests		(2,358	)		—
Net cash (used in) provided by financing activities		(8,453	)		(379	)
Effect of exchange rate changes on cash and cash equivalents, and restricted cash		2,274			(629	)
Net (decrease) increase in cash and cash equivalents, and restricted cash		(1,664	)		(19,105	)
Cash, cash equivalents and restricted cash
Beginning of period		156,318			161,106
End of period	$	154,654		$	142,001

Condensed Unaudited Consolidated Statements of Cash flows for the 13 weeks ended March 30, 2025 and March 31, 2024 (Continued):

	For the 13 Weeks Ended
*(in thousands)*	March 30, 2025		March 31, 2024
Cash, cash equivalents and restricted cash are comprised of:
Cash and cash equivalents	$	150,081	$	139,765
Restricted cash		4,573		2,236
Cash, cash equivalents and restricted cash as of March 30, 2025 and March 31, 2024	$	154,654	$	142,001
Supplemental disclosures:
Cash paid for interest, net of capitalized interest	$	9,184	$	10,235
Cash paid for income taxes		55		1,360
Supplemental disclosures of non-cash investing and financing activities:
Operating lease assets obtained in exchange for new operating lease liabilities		1,967		19,450
Acquisitions of property and equipment under finance leases		-		198
Prepaid capital expenditures		6,338		-
Accrued capital expenditures		12,439		7,764

Condensed Consolidated Balance Sheets as of March 30, 2025 (Unaudited) and December 29, 2024:

	As of
*(in thousands, except for par value and share data)*	March 30, 2025		December 29, 2024
Assets
Current assets
Cash and cash equivalents	$	150,081	$	152,716
Restricted cash		4,573		3,602
Accounts receivable, net		82,501		78,890
Inventories		55,005		54,419
Prepaid expenses and other current assets		110,967		98,774
Total current assets		403,127		388,401
Property and equipment, net		604,388		598,270
Operating lease assets		1,144,842		1,135,810
Goodwill		200,291		195,295
Other intangible assets, net		104,904		102,610
Equity method investments		12,622		13,217
Deferred tax assets		5,525		5,306
Other non-current assets		4,679		4,603
Total non-current assets		2,077,251		2,055,111
Total assets	$	2,480,378	$	2,443,512
Liabilities and Shareholders’ Deficit
Current liabilities
Accounts payable	$	81,557	$	75,987
Accrued liabilities		102,219		98,482
Current portion of deferred revenue		134,929		134,360
Indirect and employee taxes payable		30,937		33,889
Current portion of debt, net of debt issuance costs		29,657		34,618
Current portion of operating lease liabilities - sites trading less than one year		1,308		371
Current portion of operating lease liabilities - sites trading more than one year		58,988		57,078
Other current liabilities		45,873		39,377
Total current liabilities		485,468		474,162
Debt, net of current portion and debt issuance costs		675,421		656,868
Property mortgage loans, net of debt issuance costs		137,686		137,385
Operating lease liabilities, net of current portion - sites trading less than one year		64,225		90,081
Operating lease liabilities, net of current portion - sites trading more than one year		1,244,283		1,210,637
Finance lease liabilities		79,435		77,255
Financing obligation		76,964		76,900
Deferred revenue, net of current portion		26,506		23,697
Deferred tax liabilities		2,229		2,286
Other non-current liabilities		25,448		23,699
Total non-current liabilities		2,332,197		2,298,808
Total liabilities		2,817,665		2,772,970

Condensed Consolidated Balance Sheets as of March 30, 2025 (Unaudited) and December 29, 2024 (Continued):

	As of
*(in thousands, except for par value and share data)*	March 30, 2025			December 29, 2024
Shareholders’ equity
Class A common stock, $0.01 par value, 1,000,000,000 shares authorized, 66,623,796 shares issued and 52,996,501 outstanding as of March 30, 2025 and 66,359,217 shares issued and 52,731,922 outstanding as of December 29, 2024; Class B common stock, $0.01 par value, 500,000,000 shares authorized, 141,500,385 shares issued and outstanding as of March 30, 2025 and December 29, 2024	$	2,082		$	2,079
Additional paid-in capital		1,248,848			1,246,584
Accumulated deficit		(1,531,332	)		(1,539,500	)
Accumulated other comprehensive income		19,742			35,174
Treasury stock, at cost; 13,627,295 shares as of March 30, 2025 and December 29, 2024		(79,396	)		(79,396	)
Total shareholders’ deficit attributable to Soho House & Co Inc.		(340,056	)		(335,059	)
Non-controlling interest		2,769			5,601
Total shareholders’ deficit		(337,287	)		(329,458	)
Total liabilities and shareholders’ equity	$	2,480,378		$	2,443,512

Key Performance and Operating Metrics Evaluated by Management

In assessing the performance of our business, we consider a variety of operating and financial measures. These key measures include:

HOUSE MEMBERSHIP REVENUES. House Membership Revenues are comprised primarily of annual membership fees and one-time legacy registration fees from Soho House members which are amortized over 20 years. The one-time registration fee is no longer applicable to new members admitted from April 4, 2022.

New members admitted from April 4, 2022 have been required to purchase House Introduction Credits as part of their membership, per the House rules. House Introduction Credits are credits of an equivalent value to cash within Houses and are redeemable to purchase food and beverage items, and bedroom stays, at the Houses. House Introduction Credits expire after the first three months from the date of issuance, where legally permitted in the regions we operate, if not utilized or if the Company terminates a member’s House membership. House Introduction Credits are recognized upon issuance as deferred revenue on our consolidated balance sheets. Revenue from House Introduction Credits are recognized as In-House revenues when redeemed by members, and as breakage revenue within Membership revenues upon expiration or in the period that we are able to reliably estimate expected breakage to the extent that they are unredeemed, are recognized.

IN-HOUSE REVENUES. In-House revenues include all revenues realized within our Houses, including food and beverage, accommodation and spa products and treatments.

HOUSE REVENUES. House Revenues is defined as Membership revenues plus In-House revenues less Non-House Membership Revenues. Our management views House Membership Revenues and In-House revenues as interrelated and their aggregation as important in tracking House performance. Although there is no minimum spend for any member on In-House offerings, nevertheless in practice most members consume food and beverage, accommodations and other offerings at our Houses. 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.

NUMBER OF SOHO HOUSES. The number of Soho Houses reflects the total number of Soho Houses in operation in any period, irrespective of whether each House is (i) controlled by us, (ii) operated through a non-controlling interest in a joint venture or (iii) operated through a management contract.

We review the number of members from all Houses to assess new member growth, total House Revenues, and House-Level Contribution.

TOTAL MEMBERS. Total members is defined as Soho House members plus Other members.

NUMBER OF SOHO HOUSE MEMBERS. Our Soho House membership model is an integral part of our business and has a significant impact on our profitability and financial performance. 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 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.

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. Robust demand for our memberships is also evidenced by considerable wait lists for our Houses.

NUMBER OF OTHER MEMBERS. Other members include members of Soho Works and Soho Friends and are key to our growth strategy and enhancing our Soho House member experience. Prior to August 2022, HOME+ membership, which is now included in Soho Friends, was also included. Like Soho House members, other memberships are an integral part of our business and we believe will have a significant impact on our profitability and financial performance in the future.

SOHO HOUSE MEMBER RETENTION. Soho House Member Retention is defined as the number of Adult Paying Members (being all Soho House members excluding child members and complimentary members) at the beginning of a period less the number of Adult Paying Members who canceled their membership during that same period (without giving any effect to Adult Paying Members who froze their memberships during such period), as a proportion of total Adult Paying Members at the beginning of such period.

FROZEN MEMBERS. Frozen Members refers to Soho House members who have elected to suspend their membership payments on a six, nine- or twelve-month basis during which period the member is not able to gain access to a Soho House site as a member, access our membership Apps, or book bedrooms or Cowshed treatments or products on discounted member rates. Frozen Members are not included in Adult Paying Members, but are included in the total number of Soho House members.

MEMBERSHIP REVENUES. Membership revenues are comprised of House Membership Revenues (as defined below) and Non-House Membership Revenues (as defined below). House Membership Revenues and Non-House Membership Revenues are each comprised primarily of annual membership fees and one-time registration fees which are amortized over 20 years. Membership revenues are a function of the number of members, membership mix, and membership pricing. For GAAP, we report Membership revenues only from Houses and sites in which we own a controlling interest. Our membership pricing varies by geographic segment and membership offering and, as such, our mix of House and Soho Works club openings can affect our revenue growth and profitability over time. Prices are generally higher in North America and the rest of the world compared with the UK and Europe. Membership revenues provide a stable and recurring source of revenues which have few direct costs and, as such, is a reliable and predictable source of cash flow.

HOUSE MEMBERSHIP REVENUES. House Membership Revenues is an important performance indicator and is defined above in the Non-GAAP reconciliation.

IN-HOUSE REVENUES. In-House revenues refer to all revenues realized within our Houses, and primarily includes revenues from food and beverage, accommodation, and spa products and treatments.

HOUSE REVENUES. House Revenues is an important performance indicator and is defined in “Non-GAAP Financial Measures."

OTHER 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 Soho House Design, 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 The Ned sites and The LINE and Saguaro hotels.

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 revenue, Soho Friends membership revenue and SOHO HOME+ membership revenue which was merged into Soho Friends membership at the beginning of August 2022.

ACTIVE APP USERS. Active App Users is defined as unique users who have logged into any of our membership Apps within the last three months.

AVERAGE DAILY RATE. is Average Daily Rate represents the average rental income per paid occupied room.

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 average daily rate realized. Where this is presented on a like-for like basis, RevPAR is adjusted for new or divested sites, for example Houses that were not open in the comparison period.

Forward Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding our expected financial performance and operational performance for the remainder of fiscal 2025, as well as statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “should,” “anticipate” and similar statements of a future or forward-looking nature. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including important factors discussed under the caption “Risk Factors” in our annual report on form 10-K for the fiscal year ended December 29, 2024 and as such factors may be updated from time to time in our other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. In addition, we operate in rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements that we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this release are inherently uncertain and may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Accordingly, you should not rely upon forward-looking statements as predictions of future events. In addition, the forward-looking statements made in this release relate only to events or information as of the date on which the statements are made in this release. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

About Soho House & Co:

Soho House & Co (SHCO) is a global membership platform of physical and digital spaces that connects a vibrant, diverse and global group of members. These members use the Soho House & Co platform to work, socialize, connect, create and flourish all over the world. We began with the opening of the first Soho House in 1995 and remain the only company to have scaled a private membership network with a global presence. Members around the world engage with Soho House & Co through our global collection, as at March 30, 2025 of 45 Soho Houses, 8 Soho Works, Scorpios Beach Clubs in Mykonos and Bodrum, Soho Home – our interiors and lifestyle retail brand – and our digital channels. The Ned in London, New York and Doha, The LINE and Saguaro hotels in North America also form part of Soho House & Co's wider portfolio.

For more information, please visit www.sohohouseco.com.

Source: Soho House & Co (SHCO)

View source version on businesswire.com: https://www.businesswire.com/news/home/20250509883543/en/

Investor Relations
ir@sohohouseco.com
Media and Press
press@sohohouseco.com

Logo

Images

Tags

More Like This

Soho House & Co Inc. Announces First Quarter 2024 Results

Soho House & Co Inc. Announces Second Quarter 2024 Results

Soho House & Co Inc. Announces Third Quarter 2023 Results

Soho House & Co Inc. Announces Third Quarter 2024 Results

Soho House & Co Inc. Announces Fourth Quarter and Fiscal Year 2024 Results

Soho House & Co Inc. Announces Fourth Quarter and Fiscal Year 2023 Results

Soho House & Co Inc. Announcement

Soho House & Co Inc. to Announce Fourth Quarter 2023 Results on March 15, 2024