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DEC EMBER 202 4 Soho House & Co Inc.
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Forward Looking Statements Forward Looking Statements This presentation contains forward-looking statements that are based on management’s beliefs and assumptions and on information currently available to management. In some cases, you can identify forward-looking statements by the following words: ‘may,’ ‘will,’ ‘could,’ ‘would,’ ‘should,’ ‘expect,’ ‘intend,’ ‘plan,’ ‘anticipate,’ ‘believe,’ ‘estimate,’ ‘predict,’ ‘project,’ ‘potential,’ ‘continue,’ ‘ongoing,’ ‘targeting,’ or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this presentation, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. These assumptions and our future performance results involve risks and uncertainties (many of which are beyond our control). As a result of these risks, we cannot assure you that the forward-looking statements in this presentation will prove to be accurate. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You should evaluate all forward-looking statements made in this presentation in the context of the risks and uncertainties disclosed in our filings with the Securities and Exchange Commission ("SEC"). All of the Company's SEC filings are available online at www.sec.gov, www.sohohouseco.com or upon request from Soho House & Co Inc. The forward-looking statements included in this presentation are made only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. Market data and industry information used throughout this presentation are based on management’s knowledge of the industry and the good faith estimates of management. We also relied, to the extent available, upon management’s review of independent industry surveys and publications and other publicly available information prepared by a number of third-party sources. All of the market data and industry information used in this presentation involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although we believe that these sources are reliable as of their respective dates, we cannot guarantee the accuracy or completeness of this information, and we have not independently verified this information. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties. 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 Appendix for a definition of these non-GAAP financial measures and a reconciliation to the most directly comparable GAAP financial measures. The information in this presentation should be read in conjunction with our Quarterly Report on 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 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 mainta ins 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. 2
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Today’s Agenda 3 1 2 3 Q3 2024 HIGHLIGHTS EXECUTING STRATEGIC PRIORITIES Q3 2024 FINANCIAL PERFORMANCE 2024 GUIDANCE 4
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Q3 2024: Continued Strong Membership and EBITDA Growth Continued growth in recurring Membership revenues, up 17% YoY** and 5% QoQ** • Soho House membership grew 4k to 208k • SHCO waitlist stands at a high of ~111k *Reconciliation of GAAP to non-GAAP financial measures can be found in the Appendix ** See 8K/10Q “Revision of Prior Period Financial Statements” for further information on the revised financial information Adjusted EBITDA* of $48m, up $13m YoY** • Total revenues growth of 14% YoY** • Improved underlying In-House trends QoQ Opened Soho Mews House in Mayfair, London 4
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5 Q3 2024 HIGHLIGHTS EXECUTING STRATEGIC PRIORITIES Q3 2024 FINANCIAL PERFORMANCE 2024 GUIDANCE 1 2 3 4
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Focusing on Membership and Profitability 6 Grow and Enhance Membership We are focused on growing and enhancing membership value proposition to drive long-term recurring revenue Operational Excellence to Drive Profitability We are focused on delivering operational excellence to drive profitability and free cash flow • Growing and enhancing membership remains the core driver of our business; strong foundations in place • Focusing on core Soho House business as key driver of global expansion and improved profitability • Optimized new House growth to deliver the best experience at our existing Houses Drive enhanced profitability through ✓ Better expense management ✓ Streamlined G&A ✓ Optimized events, menus and pricing ✓ Procurement savings ✓ Rationalized supply chain
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7 Growing and Enhancing Member Experience 33 48 71 86 99 111 2019 2020 2021 2022 2023 Q3 2024 SHCO Waitlist (‘000) 120 114 123 162 194 208 119 156 227 260 267 2019 2020 2021 2022 2023 Q3 2024 SHCO Members (‘000) Soho House Other 33 66 Continued focus on implementing initiatives to enhance member experience • Member satisfaction scores continue to improve, up on all metrics YoY • Opened our 11th London House, Soho Mews House in Mayfair, which includes a new British grill menu, a Martini bar, a secret room and a stage for live performances; great feedback from members • Brought back the popular Food Festival at Soho Farmhouse and took it to the US for the first time to Soho House Nashville with demonstrations, pop-ups, and bar takeovers by leading chefs and industry professionals • Continuing to provide members with improved food and beverage offerings, including our new No and Lo beverage range SOHO HOUSE BANGKOK SOHO HOUSE M EXICO CITY SOHO HOUSE STOCKHOLM THE NED, NOM AD & DOHA M IAM I POOL HOUSE 65 59 SOHO HOUSE PORTLAND SOHO HOUSE SAO PAULO SOHO M EW S HOUSE
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8 Operational Excellence is Driving Profitability ✓ Achieved Adjusted EBITDA* of $48m, up $13m YoY**. Adjusted EBITDA margins 14.5% ✓ Improved Food and Beverage margins YoY and QoQ, despite continued cost inflation ✓ Grew RevPAR 5% YoY ✓ Executed on significant opportunities to streamline business support functions and transform our back of house systems • Leveraging data and member insight to operate and scale efficiently • Expanding In-House margins • Operating discipline Long-Term Guideposts Q3 2024 Highlights *Reconciliation of GAAP to non-GAAP financial measures can be found in the Appendix ** See 8K/10Q “Revision of Prior Period Financial Statements” for further information on the revised financial information
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9 1 2 3 4 Q3 2024 HIGHLIGHTS EXECUTING STRATEGIC PRIORITIES Q3 2024 FINANCIAL PERFORMANCE 2024 GUIDANCE
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$21.8 $27.1 Q3 2023 Q3 2024 Other Contribution* ($M) 10 Q3 2024 Financial Highlights $293.4 $333.4 Q3 2023 Q3 2024 Total revenues ($M) $86.1 $105.3 Q3 2023 Q3 2024 Other revenues ($M) $92.0 $107.4 Q3 2023 Q3 2024 Membership revenues ($M) $52.0 $60.8 Q3 2023 Q3 2024 House-Level Contribution* ($M) $115.2 $120.7 Q3 2023 Q3 2024 In-House revenues ($M) 28% Margin 26% 24% +14% +17% +5% +22% +17% +24% 23% *Reconciliation of GAAP to non-GAAP financial measures can be found in the Appendix See 8K/10Q “Revision of Prior Period Financial Statements” for further information on the revised financial information
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Year-on-year growth was driven by growth in Membership revenues and In-House revenues, and Other revenues 11 Q3 2024 YoY Revenue Bridge YoY Increase in Adult paying Soho House Members: • +3,798 from 2024 openings • +1,350 from 2023 openings • +2,358 from 2022 openings • +8,965 from pre-2022 Houses See 8K/10Q “Revision of Prior Period Financial Statements” for further information on the revised financial information
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12 Q3 2024 YoY Adjusted EBITDA Bridge Q3’23 Adjusted* EBITDA ($m) Q3’24 Adjusted* EBITDA ($m) House-Level Contribution* Membership Revenues Other Contribution* Other Expenses not added back: • Pre-opening $2.6m • Non-cash rent $(3.3)m • Deferred reg fees $(0.5)m Expenses not added back: • Pre-opening $5.1m • Non-cash rent $(0.2)m • Deferred reg fees $(0.5)m *Reconciliation of GAAP to non-GAAP financial measures can be found in the Appendix See 8K/10Q “Revision of Prior Period Financial Statements” for further information on the revised financial information
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- 36 5 649 3 - - - - 153 - 89 - 100 200 300 400 500 600 700 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 Loan expiry profile $ms Drawn Undrawn 13 Balance Sheet and Capitalization Q3 2024 Highlights • $48m Adjusted EBITDA • $(3)m non-cash rent • $(7)m cash interest • $(1)m cash taxes • $(17)m capital expenditure • Repurchased $13m of stock in the quarter Cash and Debt as of September 29, 2024 Total Cash and Cash Equivalents (including Restricted cash) $147m Total Debt $832m Net Debt* $686m *For non-GAAP financial measures, please refer to the Appendix for a reconciliation to the most directly comparable GAAP financi al measure.
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14 1 2 3 4 Q3 2024 HIGHLIGHTS EXECUTING STRATEGIC PRIORITIES Q3 2024 FINANCIAL PERFORMANCE 2024 GUIDANCE
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15 Updated 2024 Guidance 2024 Guidance (as at August 9, 2024) 2024 Guidance (as at December 19, 2024) Change (at midpoint) 2024 Guidance vs. 2023 Results*** Total Soho House Members >212,000 Total Soho House Members >212,000 Total Soho House Members N/A >9% Membership revenues $410m – $420m Membership revenues $410m – $420m Membership revenues N/A 15% – 18% Total revenues* $1.2b – $1.25b Total revenues* Approx. $1.2b Total revenues* -$25m ~7% Adjusted EBITDA** $157m – $165m Adjusted EBITDA** Approx. $140m Adjusted EBITDA** -$21m ~21% *Assumes no material year-over-year FX impact, reflecting bank estimates **Without adding back pre-opening costs, non cash rent and deferred registration fees of ~$15-20m combined for fiscal 2024 as a whole ***See 8K/10Q “Revision of Prior Period Financial Statements” for further information on the revised financial information 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.
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16 SHCO: The Only Global Membership Platform Strong growth in membership and revenues, underpinned by growing brand recognition and record waitlist Operational excellence initiatives driving profitability and positive cash flow from operations Laser focused on delivering for our members and growing membership value; achieving this through enhanced offerings Confident in the future as a unique global membership business with significant growth opportunities ahead
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17 Appendix Supplemental Materials and Reconciliations to GAAP Measures
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Soho Mews House 18
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19 Soho House Portfolio # Houses # Countries House Name Country Territory Opening Years of Operation Club Space Bedrooms Screening/ Cabaret Room Gym/Health Club Spa Pool Public F&B Beach 1 1 40 Greek Street UK UK Jan-95 29 ✓ - - - - - - - 2 1 Babington House UK UK Sep-98 25 ✓ 33 ✓ ✓ ✓ ✓ - - 3 1 Electric House UK UK Apr-02 22 ✓ - ✓ - - - ✓ - 4 2 Soho House New York USA Americas Jun-03 20 ✓ 44 ✓ - ✓ ✓ - - 5 2 High Road House UK UK Jul-06 17 ✓ 14 - - - - ✓ - 6 2 Shoreditch House UK UK Jun-07 16 ✓ 26 ✓ ✓ ✓ ✓ - - 7 2 Soho House West Hollywood USA Americas Mar-10 14 ✓ - ✓ - - - - - 8 3 Soho House Berlin Germany Europe May-10 14 ✓ 89 ✓ ✓ ✓ ✓ ✓ - 9 3 Soho Beach House Miami USA Americas Oct-10 13 ✓ 50 ✓ ✓ ✓ ✓ ✓ ✓ 10 3 Little House Mayfair UK UK Apr-12 12 ✓ 4 - - - - - - 11 4 Soho House Toronto Canada Americas Oct-12 11 ✓ - - - - - - - 12 4 Soho House Chicago USA Americas Aug-14 9 ✓ 40 ✓ ✓ ✓ ✓ ✓ - 13 5 Soho House Istanbul Turkey Europe Apr-15 9 ✓ 87 ✓ ✓ ✓ - ✓ - 14 5 Soho Farmhouse UK UK Jun-15 8 ✓ 114 ✓ ✓ ✓ ✓ - - 15 5 76 Dean Street UK UK Aug-15 8 ✓ - ✓ - - - - - 16 5 Little Beach House Malibu USA Americas May-16 8 ✓ - - - - - - ✓ 17 5 Ludlow House USA Americas Jul-16 7 ✓ - - - - - - - 18 6 Soho House Barcelona Spain Europe Oct-16 7 ✓ 57 ✓ ✓ ✓ ✓ ✓ -
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20 Soho House Portfolio (cont’d) # Houses # Countries House Name Country Territory Opening Years of Operation Club Space Bedrooms Screening Room Gym/Health Club Spa Pool Public F&B Beach 19 6 Kettner's UK UK Jan-18 6 ✓ 33 - - - - ✓ - 20 6 White City House UK UK May-18 6 ✓ 45 ✓ ✓ ✓ ✓ - - 21 6 DUMBO House USA Americas May-18 6 ✓ - - - - ✓ ✓ - 22 7 Soho House Amsterdam The Netherlands Europe May-18 6 ✓ 79 ✓ ✓ ✓ ✓ ✓ - 23 7 Little Beach House Barcelona Spain Europe Aug-18 5 ✓ 17 - - ✓ - - ✓ 24 8 Soho House Mumbai India Asia Nov-18 5 ✓ 38 ✓ ✓ ✓ ✓ ✓ ✓ 25 9 Soho House Hong Kong Hong Kong Asia Sep-19 4 ✓ - ✓ ✓ - ✓ - - 26 9 Soho Warehouse, DTLA USA Americas Oct-19 4 ✓ 48 - ✓ - ✓ - - 27 10 Soho Roc House Greece Europe Jul-20 3 ✓ 44 - ✓ - ✓ - ✓ 28 11 Soho Beach House Canouan St Vincent & The Grenadines Americas Apr-21 3 ✓ 40 - ✓ - - - ✓ 29 11 180 House UK UK Apr-21 3 ✓ - - - - ✓ ✓ - 30 11 Soho House Austin USA Americas May-21 3 ✓ 46 ✓ - - ✓ - - 31 12 Soho House Tel Aviv Israel Europe Aug-21 2 ✓ 24 - - - ✓ - - 32 13 Soho House Paris France Europe Sep-21 2 ✓ 36 ✓ ✓ - ✓ - - 33 14 Soho House Rome Italy Europe Oct-21 2 ✓ 69 ✓ ✓ ✓ ✓ ✓ - 34 14 Soho House Nashville USA Americas Feb-22 2 ✓ 47 ✓ ✓ - ✓ - - 35 14 Brighton Beach House UK UK Mar-22 2 ✓ - - ✓ - ✓ - ✓ 36 14 Soho House Holloway USA Americas May-22 2 ✓ 34 - - - - - -
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21 Soho House Portfolio (cont’d) # Houses # Countries House Name Country Territory Opening Years of Operation Club Space Bedrooms Screening Room Gym/Health Club Spa Pool Public F&B Beach 37 14 Little House Balham UK UK Jul-22 1 ✓ - - - - - - - 38 15 Soho House Copenhagen Denmark Europe Jul-22 1 ✓ - - - - - - - 39 16 Soho House Stockholm Sweden Europe Dec-22 1 ✓ - - - - - - - 40 16 Miami Pool House USA Americas Dec-22 1 ✓ - - - - ✓ - - 41 17 Soho House Bangkok Thailand Asia Feb-23 1 ✓ - ✓ - - ✓ - - 42 18 Soho House Mexico City Mexico Americas Sep-23 0 ✓ 4 - - - ✓ - - 43 18 Soho House Portland USA Americas Mar-24 0 ✓ - - ✓ - ✓ - - 44 19 Soho House Sao Paulo Brazil Americas Jun-24 0 ✓ 32 - ✓ - ✓ - - 45 19 Soho Mews House UK UK Sep-24 0 ✓ - - - - - - -
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22 Summary of Other Businesses Soho Works • London - 180 Works - Dean Street Works - Shoreditch Works - White City Works • North America - 875 Washington Works, NYC - 55 Water Works, NYC - 10 Jay Works, NYC - 9000 Sunset Works, Los Angeles The Line • Los Angeles • Washington, DC • Austin • San Francisco Saguaro • Palm Springs The Ned • London • New York • Doha Soho Home • Chelsea, London • Westbourne Grove, London • Melrose, Los Angeles Studios • Soho House Chicago • Soho House Dumbo • Soho Farmhouse • Soho House Miami • Soho House Austin Scorpios • Mykonos, Greece • Bodrum, Turkey
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23 Revenue by Region – Q3 2024 At the end of Q3 2024, we had 45 Houses and 267,494 SHCO members spread across The Americas, United Kingdom, Europe and Rest of World. Total revenuesMembership revenues In-House revenues 34% 30% 24%12% 47% 29% 11% 11% Americas United Kingdom Europe / ROW All Other 39% 40% 21%
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24 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. Number of Soho House Members 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. 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 member) at the beginning of a period less the number of Adult Paying Members who cancelled 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. Number of Other Members Other members include members of Soho Works and Soho Friends which are key to our growth strategy and enhancing our Soho House member experience. Like Adult Paying 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. 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. The one-time registration fee is no longer applicable to new members admitted from April 4, 2022; see "House Introduction Credits" below. 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 ROW 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. Key Performance and Operating Metrics Evaluated by Management
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25 House Introduction Credits 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. House Introduction Credits expire three months from the date of issue. 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, see House Introduction Credits above. 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 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, 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. 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 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. Non-House Membership Revenues Non-House Membership Revenues are comprised of Soho Works membership revenue, Soho Friends membership revenue and SOHO HOME+ membership revenue. Key Performance and Operating Metrics Evaluated by Management (cont’d)
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26 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. 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, or general and administrative expenses. 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. Our management considers House-Level Contribution and House-Level Contribution Margin to be an important management measure to evaluate the performance and profitability 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 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, or general and administrative expenses. 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. Adult Paying Members Adult Paying Members refers to all Soho House members excluding child members and complimentary members. 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, 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. Average Daily Rate (ADR) 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. Key Performance and Operating Metrics Evaluated by Management (cont’d)
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27 Consolidated Statement of Operations For the 13 Weeks Ended (in thousands except for per share data) September 29, 2024 October 1, 2023 (As Revised) (1) Revenues Membership revenues $ 107,394 $ 92,049 In-House revenues 120,658 115,223 Other revenues 105,316 86,115 Total revenues 333,368 293,387 Operating expenses In-House operating expenses (exclusive of depreciation and amortization of $14,635 and $15,502 for the 13 weeks ended September 29, 2024 and October 1, 2023, respectively) (158,790) (147,231) Other operating expenses (exclusive of depreciation and amortization of $6,943 and $6,960 for the 13 weeks ended September 29 , 2024 and October 1, 2023, respectively) (86,679) (72,383) General and administrative expenses (exclusive of depreciation and amortization of $4,439 and $2,041 for the 13 weeks ended S eptember 29, 2024 and October 1, 2023, respectively) (39,672) (35,564) Pre-opening expenses (2,561) (5,094) Depreciation and amortization (26,017) (24,503) Share-based compensation (3,513) (4,683) Foreign exchange gain (loss), net 39,591 (30,698) Loss on impairment of long-lived assets (14,068) — Other, net (3,775) (617) Total operating expenses (295,484) (320,773) Operating income (loss) 37,884 (27,386) Other (expense) income Interest expense, net (20,658) (18,799) Gain (loss) on sale of property and other, net (236) 7 Share of income (loss) of equity method investments 1,754 1,953 Total other expense, net (19,140) (16,839) Income (loss) before income taxes 18,744 (44,225) Income tax (expense) benefit (18,026) (4,208) Net income (loss) 718 (48,433) Net (income) loss attributable to noncontrolling interests (543) (912) Net income (loss) attributable to Soho House & Co Inc. $ 175 $ (49,345) Net income (loss) per share attributable to Class A and Class B common stock Basic $ 0.00 $ (0.25) Diluted 0.00 (0.25) Weighted-average shares outstanding: Basic 194,515 196,153 Diluted 195,485 196,153 1. See 8K/10Q “Revision of Prior Period Financial Statements” for further information on the revised financial information
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28 Reconciliation of GAAP to Non-GAAP Financial Measures A reconciliation of Net loss to Adjusted EBITDA, and Reconciliation of Operating loss House-Level Contribution & Other Contribution for the 13 Weeks Ended September 29, 2024 and October 1, 2023 is set forth below: For the 13 Weeks Ended September 29, 2024 October 1, 2023 (As Revised) (1) Actuals (Unaudited, dollar amounts in thousands) Net income (loss) $ 718 $ (48,433) Depreciation and amortization 26,017 24,503 Interest expense, net 20,658 18,799 Income tax benefit 18,026 4,208 EBITDA 65,419 (923) (Gain) loss on sale of property and other, net 236 (7) Share of income of equity method investments (1,754 ) (1,953) Foreign exchange (gain) loss, net (2) (39,591 ) 30,698 Share of equity method investments adjusted EBITDA 2,367 2,557 Share-based compensation expense 3,513 4,683 Operational reorganization and severance expense (3) 4,023 — Impairment of long-lived assets (4) 14,068 — Adjusted EBITDA $ 48,281 $ 35,055 For the 13 Weeks Ended September 29, 2024 October 1, 2023 (As Revised) (1) Actuals (Unaudited, dollar amounts in thousands) Operating income (loss) $ 37,884 $ (27,386) General and administrative 39,672 35,564 Pre-opening expenses 2,561 5,094 Depreciation and amortization 26,017 24,503 Share-based compensation 3,513 4,683 Foreign exchange (gain) loss, net (39,591) 30,698 Loss on impairment of long-lived assets 14,068 — Other, net 3,775 617 Non-House membership revenues (8,427) (8,084) Other revenues (105,316) (86,115) Other operating expenses 86,679 72,383 House-Level Contribution $ 60,835 $ 51,957 Operating income (loss) margin 11% (9)% House-Level Contribution Margin 28% 26% For the 13 Weeks Ended September 29, 2024 October 1, 2023 (As Revised) (1) Actuals (Unaudited, dollar amounts in thousands) Operating income (loss) $ 37,884 $ (27,386) General and administrative 39,672 35,564 Pre-opening expenses 2,561 5,094 Depreciation and amortization 26,017 24,503 Share-based compensation 3,513 4,683 Foreign exchange loss, net (39,591) 30,698 Loss on impairment of long-lived assets 14,068 — Other, net 3,775 617 House membership revenues (98,967) (83,965) In-House revenues (120,658) (115,223) In-House operating expenses 158,790 147,231 Total Other Contribution $ 27,064 $ 21,816 Operating income (loss) margin 11% (9)% Other Contribution Margin 24% 23% 1. See 8K/10Q “Revision of Prior Period Financial Statements” for further information on the revised financial information
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29 Reconciliation of GAAP to Non-GAAP Financial Measures A reconciliation of Net Debt as of September 29, 2024: As of September 29, 2024 Current portion of debt, net of debt issuance costs $ 35,957 Debt, net of current portion and debt issuance costs 658,868 Property mortgage loans, net of debt issuance costs 137,313 Total Debt 832,138 Cash and cash equivalents (142,816) Restricted cash (3,805) Net Debt $ 685,517