Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

10.Goodwill and Intangible Assets

A summary of goodwill for each of the Company’s applicable reportable segments from January 3, 2021 to December 31, 2023 is as follows:

(in thousands)	UK			North America		Europe and ROW			Total
January 3, 2021	$	101,602		$	28,780	$	71,100		$	201,482
Cipura Acquisition (Note 3)		—			16,623		—			16,623
LINE and Saguaro Acquisition (Note 3)		—			2,043		—			2,043
Foreign currency translation adjustment		(937	)		—		(4,954	)		(5,891	)
January 2, 2022	$	100,665		$	47,446	$	66,146		$	214,257
Foreign currency translation adjustment		(10,690	)		—		(3,921	)		(14,611	)
January 1, 2023	$	89,975		$	47,446	$	62,225		$	199,646
Foreign currency translation adjustment		4,684			—		1,955			6,639
December 31, 2023	$	94,659		$	47,446	$	64,180		$	206,285

The opening goodwill balance originates from the acquisition of Soho House Holdings Limited by affiliates of the Yucaipa Companies, LLC, as described in Note 2, Summary of Significant Accounting Policies – Goodwill. There were no goodwill impairment charges during the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022.

A summary of finite-lived intangible assets as of December 31, 2023 and January 1, 2023 is as follows:

		As of
		December 31, 2023						January 1, 2023
(in thousands)	Average Amortization Period (in years)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Brand	24	$	111,634	$	55,140	$	56,494	$	109,420	$	50,358	$	59,062
Membership list	20	$	15,905	$	9,666	$	6,239		15,748		8,890		6,858
Hotel management agreements	15	$	23,600	$	3,974	$	19,626		23,600		2,401		21,199
Website, internal-use software development costs, and other	5	$	94,366	$	49,485	$	44,881		72,813		33,964		38,849
		$	245,505	$	118,265	$	127,240	$	221,581	$	95,613	$	125,968

Refer to Note 3, Acquisitions, for information on additional intangible assets recognized during the fiscal year ended January 2, 2022 in connection with the Cipura Acquisition, Mandolin Acquisition, and The LINE and Saguaro Acquisition.

Accumulated amortization as of December 31, 2023 totaled $55 million for Brand, $10 million for Membership list, $4 million for hotel management agreement, and $49 million for Website, internal-use software development costs, and other. Accumulated amortization as of January 1, 2023 totaled $50 million for Brand, $9 million for Membership list, $2 million for hotel management agreement, and $34 million for Website, internal-use software development costs, and other.

Included within website, internal-use software development costs, and other are capitalized website development costs and internal-use software, net of accumulated amortization, which totaled $43 million and $35 million as of December 31, 2023 and January 1, 2023, respectively.

Amortization expense related to the intangible assets totaled $22 million, $19 million, and $15 million in the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022, respectively. The following table represents estimated aggregate amortization expense for each of the next five fiscal years:

(in thousands)
2024	$	21,931
2025		19,888
2026		15,806
2027		12,489
2028		8,205