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 third quarter ended September 29, 2024.

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Soho Mews House. Photo: Mark Anthony Fox

Third Quarter 2024 Highlights

Total Members in the third quarter 2024 grew to 267,494 from 264,540 in second quarter 2024 and by 4.8% year-over-year
- Soho House Members grew to 208,078 from 204,028 in second quarter 2024, and 13% year-over-year
- SHCO Membership waitlist sits at approximately 111,000, remaining at record levels
Total revenues of $333.4 million, 13.6% year-over-year growth from revised third quarter 2023
Membership revenues grew to $107.4 million, a 16.7% increase year-over-year from revised third quarter 2023, accounting for 32.2% of Total revenues
In-House revenues of $120.7 million, up $5.4 million year-over-year from revised third quarter 2023
- Revenue Per Available Room ("RevPAR") was 5% higher year-over-year on a like-for-like basis
Net income attributable to Soho House & Co Inc. was $0.2 million or $0.00 per share
Adjusted EBITDA was $48.3 million, up $13.2 million from revised third quarter 2023
Opened Soho Mews House in the quarter

"Our third quarter results reflect the strength of our membership model. Membership revenues grew 17% year-on-year, while we achieved our highest ever quarterly Total revenues and Adjusted EBITDA. At the end of the period, we opened Soho Mews House in London, our 45^th House, with great feedback from members. We have continued to see significant demand for other recent openings, including Sao Paulo, Mexico City and Portland," said Andrew Carnie, CEO of Soho House & Co.

"Despite a choppy consumer environment, our long-term strategic focus on operational excellence and delivering the best member experience continues to drive improved performance. As always, 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 September 29, 2024

	For the 13 Weeks Ended
*(in thousands, except shares and per share amount unless otherwise noted)*	September 29, 2024			October 1, 2023 (As Revised)⁽²⁾
	(Unaudited)
Total revenues	$	333,368		$	293,387
Membership revenues		107,394			92,049
In-House revenues		120,658			115,223
Other revenues		105,316			86,115
Operating income (loss)		37,884			(27,386	)
House-Level Contribution⁽¹⁾		60,835			51,957
House-Level Contribution margin (%)⁽¹⁾		28	%		26	%
Other Contribution⁽¹⁾		27,064			21,816
Other contribution margin (%)⁽¹⁾		24	%		23	%
Net income (loss) attributable to SHCO		175			(49,345	)
Adjusted EBITDA⁽¹⁾		48,281			35,055
Adjusted EBITDA margin (%)⁽¹⁾		14	%		12	%
Weighted average Class A and Class B Shares outstanding (basic)		194,514,544			196,153,371
Weighted average Class A and Class B Shares outstanding (diluted)		195,485,259			196,153,371
Basic income (loss) per share	$	0.00		$	(0.25	)
Diluted income (loss) per share	$	0.00		$	(0.25	)

The following selected items listed below are not added back in Adjusted EBITDA:
	For the 13 Weeks Ended
*(in thousands)*	September 29, 2024			October 1, 2023 (As Revised)⁽²⁾
	(Unaudited)
Pre-opening expenses	$	2,561		$	5,094
Non-cash rent		(3,261	)		(149	)
Deferred registration fees, net		(467	)		(465	)

(1) See "Non-GAAP Financial Measures" for reconciliations of Non-GAAP measures to GAAP measures.

(2) Reflects adjustment of prior period financial statements as discussed in the section "Revision of Prior Period Financial Statements" below.

We delivered the following highlights against our strategic priorities in the third 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 208,078 from 204,028 in second quarter 2024, and 13% YoY
Focused rollout of initiatives continue to improve member experience and service in our Houses, as illustrated by higher member satisfaction scores
Opened Soho Mews House in the quarter, which has received great feedback from our members

2. Operational Excellence to Drive Profitability

We achieved third quarter 2024 Adjusted EBITDA of $48.3 million, with Adjusted EBITDA margins of 14%
Like-for-like Food & Beverage margins at our Houses improved compared to the third quarter 2023, despite cost inflation
Further streamlined corporate support functions


Membership Summary for the Quarter Ended September 29, 2024

	As of
	September 29, 2024		October 1, 2023
	(Unaudited)
Total Members		267,494		255,252
Soho House		208,078		184,542
Frozen Members		10,020		5,417
Soho Friends		53,235		64,614
Soho Works		6,181		6,096
SH APP Active Users		212,993		187,759

	As of
	September 29, 2024		October 1, 2023
	(Unaudited)
Number of Soho Houses		45		42
The Americas		17		15
United Kingdom		14		13
Europe/RoW		14		14
Number of Soho House Members		208,078		184,542
The Americas		79,020		67,664
United Kingdom		72,777		67,931
Europe/RoW		44,402		39,850
All Other		11,879		9,097
Number of Other Members		59,416		70,710
The Americas		16,081		19,239
United Kingdom		35,630		42,402
Europe/RoW		7,705		9,069
Number of Total Members		267,494		255,252
Number of Active App Users		212,993		187,759

Memberships

Total Members grew to 267,494 from 264,540 in second quarter 2024 and by 4.8% year-over-year
Total Soho House Members grew to 208,078 from 204,028 in second quarter 2024, driven by continued high retention rates, alongside membership intakes in both new and existing Houses
Frozen Members was 10,020 at the end of third quarter 2024
Other Memberships including Soho Friends and Soho Works was 59,416 members, a decrease of 1,096 from the end of the second quarter 2024

Financing and Balance Sheet

SHCO ended third quarter 2024 with Cash and cash equivalents and Restricted cash of $147 million
The company repurchased approximately 2.3 million shares for $13 million in the third quarter 2024

Updated Fiscal 2024 Guidance

The following forward-looking statements reflect our current expectations as of today, December 19, 2024:


	Old Fiscal 2024 Guidance	New Fiscal 2024 Guidance
Total Soho House Members	>212,000	>212,000
Membership revenues	$410m – $420m	$410m – $420m
Total revenues*	$1,200m – $1,250m	Approx. $1,200m
Adjusted EBITDA**	$157m – $165m	Approx. $140m
*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

Conference Call and Webcast:

A conference call and live webcast will be hosted to discuss these results on Thursday, December 19, 2024 at 9am EST / 2pm 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

London +44 (0)20 3481 4247

UK Toll-Free +44 (0)800 260 6466

Conference ID 1756812

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, impairment of intangible 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 September 29, 2024 and October 1, 2023 is set forth below:

	For the 13 Weeks Ended						Percent Change
	September 29, 2024			October 1, 2023 (As Revised)⁽⁴⁾			Actuals		Constant Currency⁽¹⁾
	Actuals
	(Unaudited, dollar amounts in thousands, except share and per share amounts or unless otherwise noted)
Net income (loss)	$	718		$	(48,433	)	n/m		n/m
Depreciation and amortization		26,017			24,503		6	%	1	%
Interest expense, net		20,658			18,799		10	%	5	%
Income tax benefit		18,026			4,208		n/m		n/m
EBITDA		65,419			(923	)	n/m		n/m
(Gain) Loss on sale of property and other, net		236			(7	)	n/m		n/m
Share of income of equity method investments		(1,754	)		(1,953	)	10	%	14	%
Foreign exchange (gain) loss, net⁽²⁾		(39,591	)		30,698		n/m		n/m
Share of equity method investments adjusted EBITDA		2,367			2,557		(7	)%	(12	)%
Share-based compensation expense		3,513			4,683		(25	)%	(28	)%
Operational reorganization and severance expense⁽³⁾		4,023			—		n/m		n/m
Impairment of long-lived assets		14,068			—		n/m		n/m
Adjusted EBITDA	$	48,281		$	35,055		38	%	31	%

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. Expenses incurred with respect to a strategic reorganization program of the Company's operations and support teams.

4. See "Revision of Prior Period Financial Statements" for further information on the revised financial information.

5. Following the Company's impairment review, the Company recognized $14 million of impairment losses on long-lived assets (comprised of $11 million in respect of Operating lease assets and $3 million of Property and equipment, net), of which $14 million is in respect of Soho Works North America and less than $1 million relates to a UK restaurant site.

A reconciliation of Operating income (loss) to House-Level Contribution & Other Contribution for the 13 weeks ending September 29, 2024 and October 1, 2023 is set forth below:

	For the 13 Weeks Ended
	September 29, 2024			October 1, 2023 (As Revised)⁽²⁾			Change %		October 1, 2023 Constant Currency⁽¹⁾			Constant Currency Change %⁽¹⁾
	Actuals
	(Unaudited, dollar amounts in thousands)
Operating income (loss)	$	37,884		$	(27,386	)	n/m		$	(33,721	)	n/m
General and administrative		39,672			35,564		12	%		37,297		6	%
Pre-opening expenses		2,561			5,094		(50	)%		5,342		(52	)%
Depreciation and amortization		26,017			24,503		6	%		25,697		1	%
Share-based compensation		3,513			4,683		(25	)%		4,911		(28	)%
Foreign exchange (gain) loss, net		(39,591	)		30,698		n/m			32,193		n/m
Loss on impairment of long-lived assets		14,068			—		n/m			—		n/m
Other, net		3,775			617		n/m			647		n/m
Non-House membership revenues		(8,427	)		(8,084	)	(4	)%		(8,478	)	1	%
Other revenues		(105,316	)		(86,115	)	(22	)%		(89,567	)	(18	)%
Other operating expenses		86,679			72,383		20	%		75,909		14	%
House-Level Contribution	$	60,835		$	51,957		17	%	$	50,230		21	%
Operating profit (loss) margin		11	%		(9	)%				(9	)%
House-Level contribution margin		28	%		26	%				26	%

	For the 13 Weeks Ended
	September 29, 2024			October 1, 2023 (As Revised)⁽²⁾			Change %		October 1, 2023 Constant Currency⁽¹⁾			Constant Currency Change %⁽¹⁾
	Actuals
	(Unaudited, dollar amounts in thousands)
Operating income (loss)	$	37,884		$	(27,386	)	n/m		$	(33,721	)	n/m
General and administrative		39,672			35,564		12	%		37,297		6	%
Pre-opening expenses		2,561			5,094		(50	)%		5,342		(52	)%
Depreciation and amortization		26,017			24,503		6	%		25,697		1	%
Share-based compensation		3,513			4,683		(25	)%		4,911		(28	)%
Foreign exchange loss, net		(39,591	)		30,698		n/m			32,193		n/m
Loss on impairment of long-lived assets		14,068			—		n/m			—		n/m
Other, net		3,775			617		n/m			647		n/m
House membership revenues		(98,967	)		(83,965	)	(18	)%		(85,933	)	(15	)%
In-House revenues		(120,658	)		(115,223	)	(5	)%		(118,700	)	(2	)%
In-House operating expenses		158,790			147,231		8	%		154,403		3	%
Total Other Contribution	$	27,064		$	21,816		24	%	$	22,136		22	%
Operating profit (loss) margin		11	%		(9	)%				(9	)%
Other Contribution Margin		24	%		23	%				23	%

1. See "Non-GAAP Financial Measures" for an explanation of our constant currency results.

2. See "Revision of Prior Period Financial Statements" for further information on the revised financial information.

Condensed unaudited Consolidated Statements of Operations for the 13 weeks ended September 29, 2024 and October 1, 2023:

	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		(158,790	)		(147,231	)
Other operating expenses		(86,679	)		(72,383	)
General and administrative expenses		(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 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 "Revision of Prior Period Financial Statements" for further information on the revised financial information.

Revision of Prior Period Financial Statements

On November 6, 2024, the Company announced that it is replacing legacy systems with a new modernized finance Enterprise Resource Planning ("ERP") system to support its long-term success, controls and strategic growth initiatives. In preparation for the systems upgrade, the Company has undertaken a number of initiatives including continuing to work with external consultants to support the review and assist in strengthening its internal controls and processes including reconciliations and completing the implementation of a new ERP system for its retail business in August 2024. Further, the Company is focused on continuing to bolster its Transformation and Finance teams including by hiring a Chief Transformation Officer (November 2024) to lead the ERP system implementation and hiring a number of personnel with a higher level of knowledge and experience with the application of US GAAP, internal audit and SOX compliance.

Through the performance of these activities, management identified misstatements in its previously issued financial statements and confirmed the financial statement impact of previously identified uncorrected immaterial misstatements. While correction of these adjustments as out of period corrections would be material in aggregate to the current period, the Company determined the impacts of these misstatements were not material to the financial statements for all prior periods identified. As a result, the Company has revised its Fiscal 2023 and Fiscal 2022 consolidated financial statements and Q2 2024, Q1 2024, Q3 2023, Q2 2023 and Q1 2023 unaudited condensed consolidated financial statements to adjust for the impact of these misstatements.

The Company has classified the majority of the misstatements into the following major categories:

North America segment balance sheet reconciliations – the Company identified misstatements during the balance sheet reconciliation process which impacted several years and financial statement line items. The identified misstatements primarily related to items that should have been expensed as In-House and Other operating expenses but were manually coded incorrectly or not picked up in our systems. On the statement of operations, this misstatement resulted in an understatement of net loss of $5 million in Fiscal 2022, $7 million in Fiscal 2023, an overstatement of less than $1 million in Q1 2024 and an understatement of less than $1 million in Q2 2024. The misstatements identified included a net decrease in Cash and cash equivalents of $1 million as at Fiscal 2022, $3 million as at Fiscal 2023, $2 million in Q1 2023, Q2 2023 and Q3 2023, $3 million as at Q1 2024 and Q2 2024, related to unrecorded credit card fees and identified errors in transactions recorded in the cash control account for which cash was not received.
Soho Home sale transactions – the Company implemented a new ERP system for the retail business in August 2024. As part of the cutover process into the new system, transactions were identified that had not been loaded from the commercial third party external system into the Company's previous ERP system. On the statement of operations, this misstatement resulted in an understatement of Other revenues and Other operating expenses of $3 million and $1 million in Fiscal 2022, respectively; and $1 million and less than $1 million in Fiscal 2023, respectively, so an understatement of net income of $2 million in Fiscal 2022; and less than $1 million in Fiscal 2023. There was no impact on Cash and cash equivalents from this revision.
Soho Works embedded lease accounting – the Company had not correctly identified a large Soho Works office contract as an embedded lease and failed to split the payments received under this contract as Membership revenues and as a credit to Other operating expenses (rent expense). This misstatement resulted in an overstatement of Membership revenues and Other operating expenses of $5 million in Fiscal 2023, $1 million in Q1 2024 and $1 million in Q2 2024, respectively, which offset one another to have a net nil impact on net income. There was no impact on Cash and cash equivalents from this revision.
Revenue recognition of exclusivity and incentive fees – in Q3 2023, the Company incorrectly recognized revenue in connection with two contracts in the Asian region at a point in time through Other revenues rather than over time through the identified performance obligation period. On the statement of operations, this misstatement resulted in an overstatement of Other revenues of $6 million in Q3 2023 and Fiscal 2023, respectively, and an understatement of Other revenues of less than $1 million in Q1 2024 and Q2 2024, respectively. There was no impact on Cash and cash equivalents from this revision.
Income tax (expense) benefit – the Company identified a misstatement in the geographic allocation of its legal entity level forecasts which impacted the calculation of the interim tax (expense) for Q1 2024 and Q2 2024 previously reported periods. There was no material impact on Group level forecasts. These adjustments resulted in revisions to its estimated annual effective tax rate and the interim tax (expense) benefit previously recorded in Q1 2024 and Q2 2024. On the statement of operations, this misstatement resulted in an overstatement of the income tax (expense) of $4 million in Q1 2024 and $5 million in Q2 2024, which have a cumulative impact of $9 million on net income. There was no impact on Cash and cash equivalents from this revision.

The identified misstatements resulted in adjustments to a various financial statement line items in the statements of operations across the periods presented in the tables below as follows:

an immaterial overstatement of Total revenues, Other operating expenses, Depreciation and amortization, Income tax expense, and
an immaterial understatement of In-House operating expenses and Pre-opening expenses.

The Company assessed the materiality of the errors, both individually and in aggregate, including as out of period corrections in the current period as well as corrections to impacted prior period consolidated financial statements, on a qualitative and quantitative basis in accordance with SEC Staff Accounting Bulletins ("SAB") No. 99, Materiality, and No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, codified in Accounting Standards Codification ("ASC") Topic 250, Accounting Changes and Error Corrections. The Company evaluated the materiality of the errors on the Fiscal 2023 and Fiscal 2022 consolidated financial statements and Q2 2024, Q1 2024, Q3 2023, Q2 2023 and Q1 2023 unaudited condensed consolidated financial statements and determined that they did not result in a material misstatement to the financial condition, results of operations, change of trend, or liquidity for any of these periods previously presented. However, the Company determined that the effect of recording the misstatements during the 13-week and 39-week periods ended as of September 29, 2024, would be material to the consolidated financial statements for the 52-week period ended December 29, 2024. As a result, the Company revised its previously issued consolidated financial statements.

The revision of the historical consolidated financial statements also includes the correction of other previously identified immaterial errors, which have impacted a number of financial statement line items in the balance sheets, the statements of operations and the statements of cash flows across the periods presented in the tables that follow. The Company had previously determined that these adjustments did not, either individually or in the aggregate, result in a material misstatement of its previously issued consolidated financial statements. Further, the revision of the Fiscal 2022 consolidated financial statements includes as an out of period adjustment misstatements identified impacting periods pre-Fiscal 2022. Management has concluded that the impact pre-Fiscal 2022 is not material and will be part of the revisions in Fiscal 2022.

The Company believes the misstatements identified are related to manual processes and the existing material weaknesses in our control over financial reporting as described in the most recently filed Form 10-K for the fiscal year as of and ended December 31, 2023. The Company has devoted, and will continue to devote, significant time and resources to complete its remediation of the material weaknesses. The following components of the ongoing remediation plan, among others, are:

Further enhancing our staff's skill-level and number of accounting staff within the finance department, especially in the Americas
Implementing a new ERP system that supports the transition away from manual processes and legacy systems
Investing in and improving other finance and controls related technology
Continuing to engage with external consultants to support the review and assist in strengthening the Company's internal controls and processes

The Company considers that the actions described above are comprehensive and will remediate the material weaknesses and strengthen the Company's internal control over financial reporting. Given the Company on-going process of recruiting experienced accounting staff and implementing the new ERP system, the Company believes that additional time will be beneficial to demonstrate that the new personnel, in conjunction with the new system, have the ability to consistently perform their responsibilities to ensure that the material weaknesses have been fully remediated. Therefore, the Company has concluded that these material weaknesses will not be considered fully remediated until the remediation actions, including those above, have operated effectively for a sufficient period of time and have been sufficiently tested.

Further information regarding the misstatements and related revisions including details of the corrections on the impacted financial statement line items are summarized in the tables below.


Consolidated Statements of Operations
	13 weeks ended March 31, 2024									13 weeks ended June 30, 2024
	As Previously Reported			Adjustment			As Revised			As Previously Reported			Adjustment			As Revised
Revenues
Membership revenues	$	100,191		$	(1,242	)	$	98,949		$	103,584		$	(1,237	)	$	102,347
In-House revenues		110,401			(131	)		110,270			128,352			(1,067	)		127,285
Other revenues		52,554			171			52,725			73,210			105			73,315
Total revenues		263,146			(1,202	)		261,944			305,146			(2,199	)		302,947

Operating expenses
In-House operating expenses		(151,629	)		158			(151,471	)		(162,884	)		(1,095	)		(163,979	)
Other operating expenses		(53,967	)		1,542			(52,425	)		(68,400	)		1,489			(66,911	)
General and administrative		(34,372	)		-			(34,372	)		(38,726	)		-			(38,726	)
Pre-opening expenses		(5,754	)		8			(5,746	)		(5,652	)		1			(5,651	)
Depreciation and amortization		(25,744	)		250			(25,494	)		(25,381	)		250			(25,131	)
Share-based compensation		(8,039	)		-			(8,039	)		(3,598	)		-			(3,598	)
Foreign exchange (loss) gain, net		(5,481	)		-			(5,481	)		(5,173	)		-			(5,173	)
Other, net		(3,243	)		-			(3,243	)		(6,700	)		(20	)		(6,720	)
Total operating expenses		(288,229	)		1,958			(286,271	)		(316,514	)		625			(315,889	)
Operating income (loss)		(25,083	)		756			(24,327	)		(11,368	)		(1,574	)		(12,942	)
Other (expense) income
Interest expense, net		(21,199	)		-			(21,199	)		(19,989	)		-			(19,989	)
Gain (loss) on sale of property and other, net		65