8-K: Soho House & Co Reports Strong Q2 2025 Results

Soho House & Co Inc. announced significant revenue growth and a return to net income in its second quarter 2025 results, alongside an ongoing take-private offer evaluation.

Summary

• Total revenues for the second quarter ended June 29, 2025, reached $329.8 million, marking an 8.9% year-over-year increase.
• Membership revenues grew by 15.9% year-over-year to $118.6 million.
• The company achieved a net income attributable to Soho House & Co Inc. of $24.9 million, or $0.13 per share, a significant improvement from a net loss of $29.9 million ($0.15 per share) in the prior year period.
• Adjusted EBITDA increased by 46% year-over-year to $46.1 million, with the Adjusted EBITDA margin improving to 14% from 10%.
• House-Level Contribution rose by 25% to $71.9 million, and the House-Level Contribution margin improved to 30% from 26%.
• Revenue Per Available Room (RevPAR) was 2% higher year-over-year on a like-for-like basis.
• Total Members grew 2.2% year-over-year to 270,297, with Soho House Members increasing by 4.7% to 213,621.
• The number of Soho Houses expanded to 46 from 44 in the prior year period.
• A previously announced offer from a third-party consortium to take the company private for $9.00 per share is still under assessment by a Special Committee, with no assurances of a transaction.

Sentiment

Score: 8

Explanation: The company demonstrated strong financial performance with a significant turnaround to net income and substantial growth in key metrics like Adjusted EBITDA and membership revenues. Operational improvements and strategic initiatives are yielding positive results. The ongoing take-private offer, while uncertain, presents a potential upside for shareholders.

Positives

• Significant turnaround from a net loss to a net income of $24.9 million.
• Strong 46% year-over-year growth in Adjusted EBITDA to $46.1 million.
• Total revenues increased by 8.9% year-over-year, demonstrating robust top-line growth.
• Membership revenues showed strong growth of 15.9%, highlighting the strength of the core membership model.
• Improved operational efficiency reflected in a 4 percentage point increase in Adjusted EBITDA margin to 14% and a 4 percentage point increase in House-Level Contribution margin to 30%.
• Continued membership growth, with total members up 2.2% and Soho House members up 4.7%.
• Expansion of physical footprint with two new Soho Houses opened, bringing the total to 46.
• Positive RevPAR growth of 2% on a like-for-like basis, indicating healthy accommodation performance.
• Cash, cash equivalents and restricted cash increased to $155 million as of June 29, 2025, from $151.6 million as of June 30, 2024.

Negatives

• Other Memberships, including Soho Friends and Soho Works, declined by 6.3% year-over-year to 56,676 members.
• The ongoing evaluation of the take-private offer introduces uncertainty regarding the company's future ownership structure, with no assurances that a transaction will be undertaken.

Risks

• Forward-looking statements involve known and unknown risks, uncertainties, and other important factors that may cause actual results, performance, or achievements to be materially different.
• The company operates in a rapidly changing environment where new risks emerge, and management cannot predict all risks or assess the full impact of factors that may cause actual results to differ.
• Important factors discussed under the caption Risk Factors in the company's annual report on Form 10-K for the fiscal year ended December 29, 2024, and subsequent SEC filings, could materially affect outcomes.

Future Outlook

The company continues to focus on enhancing member experience and improving operational efficiency, which are expected to drive continued positive results. Management anticipates further public comments regarding the potential take-private transaction upon any material development in the assessment process.

Management Comments

• "Our second quarter results reflect the continued strength of the Soho House membership model and the real progress we've made in transforming the business."
• "Total revenues grew 9%, and Adjusted EBITDA was up 46%—a clear sign that our strategic priorities of enhancing member experience and improving operational efficiency are delivering results."
• "We're continuing to focus on what matters most to our members—whether it's experiential openings like Soho Farmhouse Ibiza, refreshed spaces across our existing Houses, or more curated cultural programming."
• "We've also launched in our Houses new Soho Health Clubs with holistic and advanced technology wellness facilities, and introduced new food and beverage residencies and diversified our menus—all of which help to deepen the value of Every House membership."
• "In a continued uncertain consumer environment, I'm incredibly proud of our teams for helping us deliver a strong quarter, and our members for their continued loyalty."

Industry Context

Soho House & Co operates in the luxury membership and hospitality sector, demonstrating resilience and growth despite a 'continued uncertain consumer environment.' The company's focus on enhancing member experience and operational efficiency aligns with broader trends in the experience economy, where personalized and high-quality services drive loyalty and revenue. Its unique global membership platform differentiates it within the competitive hospitality landscape.

Comparison to Industry Standards

• The filing does not provide specific comparable companies, projects, or global benchmarks to assess the results against industry standards. The analysis focuses on the company's internal performance improvements and growth metrics.

Corporate Governance

Stakeholder Impact

• Shareholders: Positive financial results and the ongoing take-private offer at $9.00 per share could lead to increased shareholder value.
• Members: Enhanced member experience through new experiential openings, refreshed spaces, curated cultural programming, new Soho Health Clubs, and diversified food and beverage options.
• Employees: Management expressed pride in their teams' efforts; however, the non-GAAP reconciliation notes operational reorganization and severance expenses of $2.114 million for the quarter, indicating some workforce adjustments.

Next Steps

• The Special Committee will continue to assess the offer from the third-party consortium to take the company private.
• The company will make a further public comment regarding the take-private offer at such time as there is a material development in the process.

Key Dates

Recommendation

The company's strong financial performance, including a return to net income and significant Adjusted EBITDA growth, indicates a positive operational trajectory. Membership growth and strategic initiatives are yielding results. However, the ongoing, uncertain take-private offer at $9.00 per share creates a potential ceiling for the stock price in the short term. Investors currently holding should hold to see the outcome of the offer, while new investors might consider the potential limited upside if the stock is trading near the offer price, balanced against the strong underlying business performance.

Keywords

Soho House, Membership Platform, Hospitality, Private Club, Luxury Lifestyle, Financial Results, Earnings, Adjusted EBITDA, Revenue, Net Income, Take Private Offer, SHCO