Segments (Tables)

12 Months Ended

Jan. 01, 2023

Segment Reporting [Abstract]

Summary of disaggregated revenue

The following tables present disaggregated revenue for the fiscal years ended January 1, 2023, January 2, 2022, and January 3, 2021 and the key financial metrics reviewed by the CODM for the Company’s reportable segments:

	For the Fiscal Year Ended January 1, 2023
(in thousands)	North America			UK			Europe & ROW			Reportable Segment Total			All Other		Total
Membership revenues	$	139,636		$	76,603		$	31,485		$	247,724		$	35,955	$	283,679
In-House revenues		193,749			166,016			87,866			447,631			—		447,631
Other revenues		70,658			65,010			38,408			174,076			112,102		286,178
Total segment revenue		404,043			307,629			157,759			869,431			148,057		1,017,488
Elimination of equity accounted revenue		(14,919	)		(7,700	)		(22,655	)		(45,274	)		—		(45,274	)
Consolidated revenue	$	389,124		$	299,929		$	135,104		$	824,157		$	148,057	$	972,214

	For the Fiscal Year Ended January 2, 2022
(in thousands)	North America			UK			Europe & ROW			Reportable Segment Total			All Other		Total
Membership revenues	$	94,746		$	59,722		$	22,074		$	176,542		$	21,539	$	198,081
In-House revenues		103,289			88,987			35,567			227,843			—		227,843
Other revenues		42,111			30,878			22,778			95,767			70,885		166,652
Total segment revenue		240,146			179,587			80,419			500,152			92,424		592,576
Elimination of equity accounted revenue		(13,438	)		(6,088	)		(12,496	)		(32,022	)		—		(32,022	)
Consolidated revenue	$	226,708		$	173,499		$	67,923		$	468,130		$	92,424	$	560,554

	For the Fiscal Year Ended January 3, 2021
(in thousands)	North America			UK			Europe & RoW			Reportable Segment Total			All Other		Total
Membership revenues	$	98,478		$	54,765		$	22,884		$	176,127		$	10,595	$	186,722
In-House revenues		50,684			53,563			28,904			133,151			—		133,151
Other revenues		23,869			20,918			6,282			51,069			43,981		95,050
Total segment revenue		173,031			129,246			58,070			360,347			54,576		414,923
Elimination of equity accounted revenue		(16,783	)		(3,140	)		(10,624	)		(30,547	)		—		(30,547	)
Consolidated revenue	$	156,248		$	126,106		$	47,446		$	329,800		$	54,576	$	384,376

Summary of reconciliation of reportable segment adjusted EBITDA to total consolidated segment revenue

The following tables present the reconciliation of reportable segment adjusted EBITDA to total consolidated segment revenue and the reconciliation of net loss to adjusted EBITDA:

	For the Fiscal Year Ended January 1, 2023
(in thousands)	North America			UK			Europe & ROW			Reportable Segment Total			All Other			Total
Total consolidated segment revenue	$	389,124		$	299,929		$	135,104		$	824,157		$	148,057		$	972,214
Total segment operating expenses		(318,375	)		(238,733	)		(127,702	)		(684,810	)		(161,582	)		(846,392	)
Share of equity method investments adjusted EBITDA		2,610			1,142			3,825			7,577			—			7,577
Reportable segments adjusted EBITDA		73,359			62,338			11,227			146,924			(13,525	)		133,399
Unallocated corporate overhead																	(43,522	)
Consolidated adjusted EBITDA																	89,877
Depreciation and amortization																	(99,930	)
Interest expense, net																	(71,499	)
Income tax expense																	(5,131	)
Gain on sale of property and other, net																	390
Share of income of equity method investments																	3,941
Foreign exchange																	(69,600	)
Pre-opening expenses																	(14,081	)
Non-cash rent(1)																	(7,877	)
Deferred registration fees, net																	(924	)
Share of equity method investments adjusted EBITDA																	(7,577	)
Share-based compensation expense(2)																	(22,675	)
Other expenses, net(2)																	(14,694	)
Net loss																$	(219,780	)

(1)Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies – Basis of Presentation.

(2)Other expenses, net includes share-based compensation and severance expense incurred related to the departure of the former Chief Operating Officer ($4 million) and another former employee ($1 million) of the Company of $5 million for fiscal year ended January 1, 2023. This balance is reported within Share-based compensation expense in the consolidated statement of operations for the fiscal year ended January 1, 2023.

	For the Fiscal Year Ended January 2, 2022
(in thousands)	North America			UK			Europe & ROW			Reportable Segment Total			All Other			Total
Total consolidated segment revenue	$	226,708		$	173,499		$	67,923		$	468,130		$	92,424		$	560,554
Total segment operating expenses		(183,051	)		(145,293	)		(64,686	)		(393,030	)		(114,705	)		(507,735	)
Share of equity method investments adjusted EBITDA		2,289			760			1,613			4,662			-			4,662
Reportable segments adjusted EBITDA		45,946			28,966			4,850			79,762			(22,281	)		57,481
Unallocated corporate overhead																	(40,741	)
Consolidated adjusted EBITDA																	16,740
Depreciation and amortization																	(83,613	)
Interest expense, net																	(84,382	)
Income tax expense																	(894	)
Gain on sale of property and other, net																	6,837
Share of loss of equity method investments																	(2,249	)
Foreign exchange (1)																	(25,541	)
Pre-opening expenses																	(21,294	)
Non-cash rent																	(12,651	)
Deferred registration fees, net																	(4,463	)
Share of equity method investments adjusted EBITDA																	(4,662	)
Share-based compensation expense																	(26,660	)
Other expenses, net																	(25,882	)
Net loss																$	(268,714	)

(1)Includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies – Basis of Presentation.

	For the Fiscal Year Ended January 3, 2021
(in thousands)	North America			UK			Europe & RoW			Reportable Segment Total			All Other			Total
Total consolidated segment revenue	$	156,248		$	126,106		$	47,446		$	329,800		$	54,576		$	384,376
Total segment operating expenses		(131,444	)		(112,862	)		(50,677	)		(294,983	)		(61,519	)		(356,502	)
Share of equity method investments adjusted EBITDA		2,647			132			784			3,563			-			3,563
Reportable segments adjusted EBITDA		27,451			13,376			(2,447	)		38,380			(6,943	)		31,437
Unallocated corporate overhead																	(31,211	)
Consolidated adjusted EBITDA																	226
Depreciation and amortization																	(69,802	)
Interest expense, net																	(77,792	)
Income tax benefit																	776
Gain on sale of property and other, net																	98
Share of loss of equity method investments																	(3,627	)
Foreign exchange																	3,354
Pre-opening expenses																	(21,058	)
Non-cash rent																	(15,627	)
Deferred registration fees, net																	(1,149	)
Share of equity method investments adjusted EBITDA																	(3,563	)
Share-based compensation expense																	(2,618	)
Other expenses, net																	(44,493	)
Net loss																$	(235,275	)

	For the Fiscal Year Ended
(in thousands)	January 1, 2023			January 2, 2022			January 3, 2021
Net loss	$	(219,780	)	$	(268,714	)	$	(235,275	)
Depreciation and amortization		99,930			83,613			69,802
Interest expense, net		71,499			84,382			77,792
Income tax expense (benefit)		5,131			894			(776	)
EBITDA		(43,220	)		(99,825	)		(88,457	)
Gain on sale of property and other, net		(390	)		(6,837	)		(98	)
Share of (income) loss of equity method investments		(3,941	)		2,249			3,627
Foreign exchange		69,600			25,541			(3,354	)
Pre-opening expenses(1)		14,081			21,294			21,058
Non-cash rent(2)		7,877			12,651			15,627
Deferred registration fees, net		924			4,463			1,149
Share of equity method investments adjusted EBITDA		7,577			4,662			3,563
Share-based compensation expense(3)		22,675			26,660			2,618
Other expenses, net(3)(4)		14,694			25,882			44,493
Adjusted EBITDA	$	89,877		$	16,740		$	226

(1)The entire balance of these costs is related to pre-opening activities for our Houses in each of the periods presented.

(2)The non-cash rent balance for the fiscal year ended January 1, 2023 includes the effect of a prior-period error correction, as discussed in Note 2, Summary of Significant Accounting Policies – Basis of Presentation.

(3)Other expenses, net includes share-based compensation and severance expense incurred related to the departure of the former Chief Operating Officer ($4 million) of the Company and former employee ($1 million) of $5 million for fiscal year ended January 1, 2023. This balance is reported within Share-based compensation expense in the consolidated statement of operations for the fiscal year ended January 1, 2023.

(4)Represents other items included in operating expenses, which are outside the normal scope of the Company’s ordinary activities or non-cash, including expenses incurred in respect of membership credits of $1 million and $8 million for the fiscal years ended January 1, 2023 and January 2, 2022, respectively. Other expenses, net also include IPO-related costs of $14 million and corporate financing and restructuring costs of $2 million incurred during the fiscal year ended January 2, 2022. For the fiscal year ended January 3, 2021, other expenses, net include COVID-19 related charges of $5 million, abandoned project costs of $7 million, corporate restructuring costs of $6 million, and the Soho Restaurants guarantee provision of $5 million (refer to Note 4, Consolidated Variable Interest Entities).

Summary of long-lived asset information by geographic area

The following table presents long-lived asset information (which includes property and equipment, net, operating lease right-of-use assets and equity method investments) by geographic area as of January 1, 2023 and January 2, 2022. Asset information by segment is not reported internally or otherwise regularly reviewed by the CODM.

	As of
(in thousands)	January 1, 2023		January 2, 2022
Long-lived assets by geography
North America	$	901,505	$	806,617
United Kingdom		509,221		571,716
Europe		297,247		270,657
Asia		46,236		56,583
Total long-lived assets	$	1,754,209	$	1,705,573