Consolidated Variable Interest Entities

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Consolidated Variable Interest Entities

The Company determined that it is the primary beneficiary of the following material variable interest entities (“VIEs”):

Ned-Soho House, LLP

The Ned-Soho House, LLP joint venture maintains a management agreement to operate The Ned, which is owned by unconsolidated related parties to the Company. Management fees are recognized in other revenues in the consolidated statements of operations. The Company has a greater economic interest in Ned Soho House, LLP as compared to its related party venture partner and therefore the Company is determined to be the primary beneficiary.

Soho Works Limited

The Soho Works Limited (“SWL”) joint venture develops and operates Soho-branded, membership-based co-working spaces, with four sites currently in operation in the UK. The joint venture agreement relates to the UK only. The joint venture was formed on September 29, 2017 when the Company granted to two unrelated individuals an option to subscribe for 30% of the issued shares of SWL. The option has not yet been exercised and, consequently, the Company has 100% economic interest in SWL. Upon exercise of the option, the Company would have 70% economic interest in SWL. The options carry voting rights such that the Company and other joint venture partners each hold 50% of the voting rights in respect of shareholder resolutions and certain reserved matters as defined in the joint venture agreement. The Company is determined to be the primary beneficiary because it has the power to direct all significant activities of the joint venture.

The following table summarizes the carrying amounts and classification of the consolidated VIEs’ assets and liabilities included in the consolidated balance sheets. The obligations of the consolidated VIEs other than Soho Restaurants Limited are non-recourse to the Company, and the assets of the VIEs can be used only to settle those obligations.


	As of
(in thousands)	December 31, 2023	January 1, 2023
Cash and cash equivalents	$6,482	$7,941
Accounts receivable	4,530	1,823
Inventories	15	19
Prepaid expenses and other current assets	3,404	3,283
Total current assets	14,431	13,066
Property and equipment, net	29,001	32,288
Operating lease assets	103,146	99,717
Other intangible assets, net	314	284
Other non-current assets	7,443	181
Total assets	154,335	145,536
Accounts payable	1,070	337
Accrued liabilities	4,050	8,131
Indirect and employee taxes payable	1,231	1,548
Current portion of debt, net of debt issuance costs	27,715	24,612
Current portion of operating lease liabilities - sites trading more than one year	6,250	4,362
Other current liabilities	6,770	4,153
Total current liabilities	47,086	43,143
Operating lease liabilities, net of current portion - sites trading more than one year	116,251	115,182
Total liabilities	163,337	158,325
Net assets (liabilities)	$(9,002)	$(12,789)