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Related Party Transactions | 12 Months Ended
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Dec. 31, 2023
Related Party Transactions [Abstract] |
Related Party Transactions | 22. Related Party Transactions The amounts owed by (to) equity method investees due within one year are as follows:
|  | As of |
(in thousands) |  | December 31, 2023 |  |  | January 1, 2023 |
Soho House Toronto Partnership |  | $ | 608 |  |  | $ | 1,015 |
Raycliff Red LLP |  |  | (5,669 | ) |  |  | (4,169 | )
Mirador Barcel S.L. |  |  | (784 | ) |  |  | (499 | )
Little Beach House Barcelona S.L. |  |  | (406 | ) |  |  | (313 | )
Mimea XXI S.L. |  |  | 715 |  |  |  | 477 |
|  | $ | (5,536 | ) |  | $ | (3,489 | )
Amounts owed by equity method investees due within one year are included in prepaid expenses and other current assets on the consolidated balance sheets. Amounts owed to equity method investees due within one year are included in other current liabilities on the consolidated balance sheets. Through Soho Works 875 Washington, LLC, we are a party to a property lease agreement dated April 19, 2019, for 875 Washington Street, New York with 875 Washington Street Owner, LLC, an affiliate of Raycliff Capital, LLC controlled by a member of the SHCO board of directors. The handover of five floors of the leased property occurred on a floor-by-floor basis resulting in multiple lease commencement dates in 2019 and 2020. The various lease contracts run for a term of 15 years until March 31, 2036, with further options to extend. The total operating lease right-of-use asset and liability associated with this property were $35 million and $54 million, respectively, as of December 31, 2023 and $44 million and $56 million, respectively, as of January 1, 2023. The rent expense associated with this lease was $6 million, $5 million and $nil million during the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022, respectively. The Company is party to a property lease arrangement with The Yucaipa Companies LLC for 9100-9110 West Sunset Boulevard, Los Angeles, California. This lease runs for a term of 25 years until March 31, 2040. The operating right-of-use asset and liability associated with this lease are $13 million and $21 million as of December 31, 2023, respectively, and $17 million and $21 million as of January 1, 2023, respectively. Rent expense associated with this lease totaled $2 million, $2 million and $3 million during the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022, respectively. Through Soho-Ludlow Tenant LLC, the Company is a party to a property lease agreement dated May 3, 2019, for 137 Ludlow Street, New York with 137 Ludlow Gardens LLC, an affiliate of The Yucaipa Companies LLC. This lease runs for a term of 27 years until May 31, 2046, with options to extend for two additional five-year terms. The operating lease right-of-use asset and liability associated with this lease were $8 million and $15 million, respectively, as of December 31, 2023 and $8 million and $15 million, respectively, as of January 1, 2023. The rent expense associated with this lease was $2 million, $1 million and $1 million during the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022, respectively. The Company leases the Little House West Hollywood, 8465 Hollywood Drive, West Hollywood, California, from GHWHI, LLC, an affiliate of The Yucaipa Companies LLC. This lease commenced on October 16, 2021. This lease runs for a term of 25 years (15-year base lease term, including two 5-year renewal options). The operating lease right-of-use asset and liability associated with this lease were $64 million and $68 million, respectively, as of December 31, 2023 and $65 million and $69 million, respectively, as of January 1, 2023. The receivable recognized by Soho House is $1 million and less than $1 million for fiscal years ended December 31, 2023 and January 1, 2023 respectively. The rent expense associated with this lease $6 million, $5 million and $1 million during the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022, respectively. The Company leases the Tel Aviv House, 27 Yefet Street, Tel Aviv, Israel, from an affiliate of Raycliff Capital, LLC which held a portion of the SHHL redeemable C ordinary shares prior to the IPO and continues to hold Class A common stock of SHCO. This lease commenced on June 1, 2021. This lease runs for a term of 19 years until December 15, 2039. The operating lease right-of-use asset and liability associated with this lease were $22 million and $22 million, respectively, as of December 31, 2023 and $21 million and $22 million, respectively, as of January 1, 2023. The rent expense associated with this lease $3 million, $3 million and $2 million during the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022, respectively. The Company leases a property from GHPSI, LLC, an affiliate of The Yucaipa Companies LLC, in order to operate the Le Vallauris restaurant, 385 West Tahquitz Canyon Way, Palm Springs, California. This lease runs for a term of 15 years until March 16, 2037, with options to extend for two additional five-year terms. The operating lease right-of-use asset and liability associated with this lease were $6 million and $7 million, respectively, as of December 31, 2023 and $7 million and $7 million, respectively as of January 1, 2023. The rent expense associated with this lease $1 million, $1 million and $0 million during the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022, respectively. The Company leases a property located at 900 Campagna Lane, Kenwood, California from Kenwood Ranch, LLC, an affiliate of The Yucaipa Companies LLC. This lease runs for a term of 15 years, with options to extend for two additional five-year terms. The lease term, and rent payments under the lease, have not yet commenced as the property is not yet operational. This has lead to a receivable balance of less than $1 million for both fiscal years ended December 31, 2023 and January 1, 2023. The Company leases a property located at 27984 Highway 189, Lake Arrowhead, California from RLAHI, LLC, an affiliate of The Yucaipa Companies LLC. This lease runs for a term of 15 years, with options to extend for two additional five-year terms. The lease term, and rent payments under the lease, have not yet commenced as the property is not yet operational. This has lead to a receivable balance of less than $1 million for both fiscal years ended December 31, 2023 and January 1, 2023. The Company leases a property from GHPSI, LLC, an affiliate of The Yucaipa Companies, LLC, in order to operate the Willows Historic Palm Springs Inn, 412 West Tahquitz Canyon Way, Palm Springs, California. This lease commenced on September 15, 2022. This lease runs for a term of 15 years until September 14, 2037, with options to extend for two additional five-year terms. The operating lease right-of-use asset and liability associated with this lease were $14 million and $14 million, respectively, as of December 31, 2023 and $14 million and $14 million, respectively, as of January 1, 2023. The receivable due to Soho House associated with this lease was $1 million in both fiscal years ended December 31, 2023, and January 1, 2023. The rent expense associated with this lease was $2 million and $1 million during the fiscal years ended December 31, 2023, and January 1, 2023, respectively. The Company leases the Soho House Stockholm property located at Majorsgatan 5, Stockholm, Sweden from Majorsbolaget AB, an affiliate of The Yucaipa Companies LLC, until October 2023 when ownership was transferred to a third party. This lease commenced on December 8, 2022. This lease runs for a term of 15 years. The operating lease right-of-use asset and liability associated with this lease were $29 million and $30 million, respectively, as of December 31, 2023 and $28 million and $28 million, respectively, as of January 1, 2023. The receivable associated with this lease was $3 million and $1 million during the fiscal years ended December 31, 2023, and January 1, 2023, respectively. The accrued income balance associated with this lease was $nil million and $2 million for fiscal years ended December 31, 2023, and January 1, 2023, respectively. The rent expense associated with this lease was $3 million and less than $1 million during the fiscal years ended December 31, 2023, and January 1, 2023, respectively. Ned-Soho House, LLP recognized management fees, development fees and cost reimbursements from The Ned totaling a receivable of $3 million and $2 million and a payable of $2 million and $1 million for both fiscal years ended December 31, 2023 and January 1, 2023, respectively. Ned-Soho House, LLP also recognized a receivable relating to retail related revenue from Soho House brands for $2 million and $1 million for fiscal years ended December 31, 2023 and January 1, 2023 and a payable for less than $1 million for both fiscal years ended December 31, 2023 and January 1, 2023. The accrued revenue balance for Ned-Soho House LLP associated with the fees was $7 million and $3 million for the fiscal years ended December 31, 2023 and January 1, 2023. The revenue recognized from the management fees, development fees and cost reimbursements was $4 million, $4 million and $1 million during the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022, respectively. The revenue recognized from the retail related services was less than $1 million during both the fiscal years ended December 31, 2023 and January 1, 2023. The Company recognized management fee income from an affiliate of The Yucaipa Companies LLC related to the operations of The Ned New York, which opened in June 2022, leading to a receivable of totaling $4 million and less than $1 million for the fiscal years ended December 31, 2023 and January 1, 2023, respectively. The fees totalled $2 million and $1 million during the fiscal years ended December 31, 2023 and January 1, 2023, respectively. The Company recognized management fees and cost reimbursements from affiliates of the Company related to the operations of The Ned Doha, which opened in November 2022, leading to a receivable balance totaling $2 million and $3 million for the fiscal years ended December 31, 2023 and January 1, 2023, respectively and an accrued revenue balance of $1 million and less than $1 million for the fiscal years ended December 31, 2023 and January 1, 2023, respectively. The fees totaled $1 million and less than $1 million during the fiscal years ended December 31, 2023 and January 1, 2023, respectively. The Company recognized management fees under our hotel management contract for the operation of The LINE and Saguaro hotels from the owners of such properties, including certain affiliates of The Yucaipa Companies LLC. These fees lead to a receivable of $6 million and $3 million for the fiscal years ended December 31, 2023 and January 1, 2023. The fees also lead to an accrued revenue balance of $2 million and $3 million for the fiscal years ended December 31, 2023 and January 1, 2023. The fees, recorded under Other Revenue, amounted to $8 million, $8 million and $2 million during the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022, respectively. The Company recognized management fees under our studio, hotel and restaurant management contract for the operation of Redchurch Street studio space, hotel and Cecconi's from an affiliate of Raycliff Capital, LLC which is controlled by a member of the SHCO board of directors. These fees amounted to less than $1 million during the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022. Fees from the provision of Soho House Design services were recognized from affiliates of the Company lead to a receivable totaling $1 million for both fiscal years ended December 31, 2023 and January 1, 2023. The fees received from affiliates totalled $1 million, $15 million and $1 million during the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022, respectively. Costs incurred on behalf of affiliates of the Company in connection to the provision of Soho House Design services totaled less than $1 million, $4 million and less than $1 million during the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022, respectively. In September 2023, the Company repurchased 2,000,000 shares of its Class A common stock from its Founder and director Nick Jones in a privately negotiated transaction for $12 million. These shares are held by the Company as Treasury shares by the Company. In return for arranging, and providing financial and transaction advisory services in connection with, the issuance of the Senior Secured Notes and the Senior Preference Shares as described in Note 15, SHHL Redeemable Preferred Shares, respectively, an affiliate of Yucaipa Companies LLC recognized a fee in an aggregate amount of $10 million pursuant to a fee letter arrangement with the Company dated March 23, 2021. In return for its role as sponsor in connection with our IPO, an affiliate of Yucaipa Companies LLC recognized a fee of $9 million pursuant to a fee letter arrangement with the Company dated July 19, 2021. The fee, which has been paid in full, has been recognized as a reduction of additional paid in capital. As part of the reorganization of Soho Restaurants Limited in August 2020, various notes payable and receivable held by Soho Restaurants Limited were acquired, settled, or, in some cases, forgiven. A total of $1 million was recharged to Soho Restaurants Limited and Quentin Partners under these agreements during the fiscal years ended January 2, 2022. Refer to Note 3, Acquisitions, for information on the related party relationships with Soho Restaurants Limited and Quentin Partners.

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