XML 22 R12.htm IDEA: XBRL DOCUMENT
v3.25.3

Fresh Start Accounting | 9 Months Ended
--- | ---
Sep. 30, 2025
Fresh-Start Balance Sheet [Abstract] |
Fresh Start Accounting | 3. Fresh Start Accounting Adoption of Fresh Start Accounting In connection with the emergence from bankruptcy and in accordance with ASC 852, the Company qualified for and adopted fresh start accounting on the Emergence Date because (1) the holders of the then-existing common shares of the Predecessor received less than 50% of the Common Stock shares of the Successor outstanding upon emergence and (2) the reorganization value of the emerging entity’s assets immediately prior to confirmation of the Plan of $1,023,549 was less than the total of all post-petition liabilities and allowed claims of $1,797,341. With the application of fresh start accounting, the Company allocated its reorganization value to its individual assets and liabilities based on their estimated fair value. Accordingly, the unaudited consolidated financial statements after June 24, 2025 are not comparable with the consolidated financial statements as of or prior to that date. The fair value of the assets and liabilities following the reorganization may differ from their recorded values as reflected on the historical balance sheet of the Predecessor. Reorganization Value The reorganization value derived from the range of enterprise values associated with the Plan was allocated to the Company’s identifiable tangible and intangible assets and liabilities based on their fair values. Under ASC 852, reorganization value generally approximates the fair value of the entity before considering liabilities and is intended to approximate the amount a willing buyer would pay for the assets immediately after the effects of the restructuring. The Plan confirmed by the Court estimated a range of enterprise values between $500,000 and $900,000, with the midpoint determined to be the most appropriate value. The following table reconciles the enterprise value to the reorganization value of Successor’s assets that has been allocated to the Company’s individual assets as of the Emergence Date:
| Emergence Date |
Enterprise value | $ | 700,000 |
Plus: Excess cash and cash equivalents |  | 90,585 |
Plus: Current liabilities excluding debt |  | 133,079 |
Plus: Long-term liabilities excluding debt |  | 46,419 |
Plus: Net working capital adjustment |  | 53,466 |
Reorganization value of Successor’s assets | $ | 1,023,549 |
The following table reconciles the enterprise value to the total implied equity value of the Successor as of the Emergence Date:
| Emergence Date |
Enterprise value | $ | 700,000 |
Plus: Excess cash and cash equivalents |  | 90,585 |
Less: Fair value of exit debt facility net of deferred financing costs |  | (465,518 | )
Plus: Net working capital adjustment |  | 53,466 |
Total implied equity value | $ | 378,533 |
Management determined, with the assistance of its advisors, the enterprise and corresponding equity value of the Successor using various valuation methods, including (i) discounted cash flow analysis (“DCF”), (ii) public comparable analysis and (iii) precedent transaction analysis. The use of each approach provides corroboration for the other approaches. DCF Analysis. The DCF analysis is an enterprise valuation methodology that estimates the value of an asset or business by calculating the present value of expected future cash flows to be generated by that asset or business plus a present value of the estimated terminal value of that asset or business. The DCF analysis used estimated debt-free and after-tax free cash flows. These cash flows were then discounted at a range of estimated weighted average costs of capital (“Discount Rate”). The Discount Rate reflects the estimated blended rate of return that would be expected by debt and equity investors to invest in the Company’s businesses based on a target capital structure. The enterprise value was determined by calculating the present value of the Company’s unlevered after-tax free cash flows plus an estimate for the value of the Company beyond the period covered by the projections reviewed known as the terminal value. Selected Publicly Traded Companies Analysis. The selected publicly traded companies analysis is based on the enterprise values of selected publicly traded companies that have operating and financial characteristics comparable in certain respects to the Company. For example, such characteristics may include similar industry, size, and scale of operations, operating margins, growth rates, and geographical exposure. Under this methodology, certain financial multiples that measure financial performance and value are calculated for each selected company and then applied to the Company’s financial statements to imply an enterprise value for the Company. Management, with the assistance of its advisors, used, among other measures, enterprise value (defined as market value of equity, plus book value of debt and book value of preferred stock and minority interests, less cash, subject to adjustments for underfunded obligations and other items where appropriate) for each selected company as a multiple of such company’s publicly available consensus projected EBITDA for fiscal years 2025 and 2026. Although the selected companies were used for comparison purposes, no selected publicly traded company is either identical or directly comparable to the Company or its businesses. Accordingly, the comparison of selected publicly traded companies to the Company and its businesses, and its analysis of the results of such comparisons, was not purely mathematical, but instead involved considerations and judgments concerning differences in operating and financial characteristics and other factors that could affect the relative values of the selected publicly traded companies and the Company. The selection of appropriate companies for this analysis is a matter of judgment and subject to limitations due to sample size and the public availability of meaningful market-based information. Selected Transaction Analysis. The selected transactions analysis is based on the implied enterprise values of companies and assets involved in publicly disclosed merger and acquisition transactions for which the targets had operating and financial characteristics comparable in certain respects to the Company. Under this methodology, the enterprise value of each such target is determined by an analysis of the consideration paid and the net debt assumed in the merger or acquisition transaction. The enterprise value is then compared to a selected financial metric, in this case EBITDA for the Company for fiscal years 2025 and 2026, to determine an enterprise value multiple. In this analysis, the EBITDA enterprise value multiples were utilized to determine a range of implied enterprise value for the Company. The enterprise value and corresponding equity value are dependent upon achieving the future financial results set forth in the Company’s valuations, as well as the realization of certain other assumptions. All estimates, assumptions, valuations and financial projections, including the fair value adjustments, the enterprise value and equity value projections, are inherently subject to significant uncertainties and the resolution of contingencies beyond the Company’s control. Accordingly, the Company cannot provide assurances that the estimates, assumptions, valuations or financial projections will be realized, and actual results could vary materially. Unaudited Consolidated Balance Sheet as of the Emergence Date The adjustments included in the following fresh start unaudited consolidated balance sheet as of June 24, 2025 reflect the effects of the transactions contemplated by the Plan and executed by the Predecessor on the Emergence Date (reflected in the column Reorganization Adjustments), and fair value and other required accounting adjustments resulting from the adoption of fresh start accounting (reflected in the column Fresh Start Adjustments). The explanatory notes provide additional information with regard to the adjustments recorded, the methods used to determine the fair values and significant assumptions. Intangible Assets In accordance with ASC 852, with the application of fresh start accounting, the Company allocated its reorganization value to its other individual assets and liabilities based on their estimated fair values, including those of intangible assets and liabilities. Other intangible assets were measured based upon estimates of the future performance and cash from the Successor at the Emergence Date. Values and economic lives assigned to other intangible assets were based on estimated value and use of these assets by a market participant. Trade names and developed technology-based intangibles were valued under the relief from royalty income approach. The income approach determines fair value by estimating the after-tax cash flows attributable to an identified asset over its useful life (Level 3 inputs) and then discounting these after-tax cash flows back to a present value. Database intangibles were valued using the cost approach and direct cost approach. The cost approach determines fair value by estimating the cost to replace or reproduce an asset at current prices and is reduced for functional and economic obsolescence. Customer related intangible assets that were valued using the multi-period excess earnings method. The multi-period excess earnings method is a valuation method that determines fair value by estimating the cash flows solely attributable to that specific asset, after deducting returns on all other assets that contribute to generating those cash flows, and then discounting those asset-specific cash flows to their present value. The Company has also presented all franchise rights acquired from the Predecessor Period as part of other intangible assets, net. Debt In connection with the Debtors’ em ergence from bankruptcy, the Company issued the New Term Loan Facility with a par amount of $465,000. The fair value of $466,816 at the Emergence Date was estimated using a discounted cash flow approach. The estimated fair value of the Company’s New Term Loan Facility was determined to be Level 3 as certain inputs used to determine the fair value were unobservable. The Company utilized a discounted cash flow method based on observable risk-free interest rate yield curves and unobservable factors to estimate the Company’s credit risk. The consolidated balance sheet as of the Emergence Date was as follows:
|  | As of June 24, 2025 |
|  |  |  |  | Reorganization |  |  |  | Fresh Start |  |  |  |  |
|  | Predecessor |  |  | Adjustments |  |  |  | Adjustments |  |  |  | Successor |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |
CURRENT ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 164,008 |  |  | $ | (23,423 | ) | (a) |  | $ | — |  |  |  | $ | 140,585 |
Restricted cash |  |  | 19,007 |  |  |  | 13,973 |  | (b) |  |  | — |  |  |  |  | 32,980 |
Receivables (net of allowances) |  |  | 12,115 |  |  |  | — |  |  |  |  | — |  |  |  |  | 12,115 |
Prepaid income taxes |  |  | 38,404 |  |  |  | — |  |  |  |  | 2,417 |  | (l) |  |  | 40,821 |
Prepaid marketing and advertising |  |  | 6,005 |  |  |  | — |  |  |  |  | — |  |  |  |  | 6,005 |
Prepaid expenses and other current assets |  |  | 19,961 |  |  |  | — |  |  |  |  | (131 | ) | (m) |  |  | 19,830 |
TOTAL CURRENT ASSETS |  |  | 259,500 |  |  |  | (9,450 | ) |  |  |  | 2,286 |  |  |  |  | 252,336 |
Property and equipment, net |  |  | 3,566 |  |  |  | — |  |  |  |  | 6,176 |  | (n) |  |  | 9,742 |
Operating lease assets |  |  | 5,117 |  |  |  | — |  |  |  |  | (1,626 | ) | (o) |  |  | 3,491 |
Goodwill |  |  | 242,422 |  |  |  | — |  |  |  |  | (43,369 | ) | (p) |  |  | 199,053 |
Other intangible assets, net |  |  | 82,145 |  |  |  | — |  |  |  |  | 446,855 |  | (q) |  |  | 529,000 |
Deferred income taxes |  |  | 16,988 |  |  |  | — |  |  |  |  | (407 | ) | (r) |  |  | 16,581 |
Other noncurrent assets |  |  | 18,229 |  |  |  | — |  |  |  |  | (4,883 | ) | (s) |  |  | 13,346 |
TOTAL ASSETS |  | $ | 627,967 |  |  | $ | (9,450 | ) |  |  | $ | 405,032 |  |  |  | $ | 1,023,549 |
LIABILITIES AND TOTAL EQUITY (DEFICIT) |  |  |  |  |  |  |  |  |  |  |  |  |  |
CURRENT LIABILITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |
Portion of operating lease liabilities due within one year |  | $ | 514 |  |  | $ | 6,540 |  | (c) |  | $ | 2,040 |  | (t) |  | $ | 9,094 |
Accounts payable |  |  | 9,779 |  |  |  | — |  |  |  |  | — |  |  |  |  | 9,779 |
Salaries and wages payable |  |  | 21,768 |  |  |  | 10,670 |  | (d) |  |  | — |  |  |  |  | 32,438 |
Accrued marketing and advertising |  |  | 9,732 |  |  |  | — |  |  |  |  | — |  |  |  |  | 9,732 |
Accrued interest |  |  | — |  |  |  | — |  |  |  |  | — |  |  |  |  | — |
Other accrued liabilities |  |  | 30,840 |  |  |  | 8,415 |  | (e) |  |  | — |  |  |  |  | 39,255 |
Income taxes payable |  |  | 2,999 |  |  |  | — |  |  |  |  | — |  |  |  |  | 2,999 |
Deferred revenue |  |  | 29,782 |  |  |  | — |  |  |  |  | — |  |  |  |  | 29,782 |
TOTAL CURRENT LIABILITIES |  |  | 105,414 |  |  |  | 25,625 |  |  |  |  | 2,040 |  |  |  |  | 133,079 |
Long-term debt, net |  |  | — |  |  |  | 463,702 |  | (f) |  |  | 1,816 |  | (u) |  |  | 465,518 |
Long-term operating lease liabilities |  |  | 1,637 |  |  |  | 39,681 |  | (g) |  |  | (38,730 | ) | (v) |  |  | 2,588 |
Deferred income taxes |  |  | 10,759 |  |  |  | — |  |  |  |  | 32,408 |  | (r) |  |  | 43,167 |
Other noncurrent liabilities |  |  | 664 |  |  |  | — |  |  |  |  | — |  |  |  |  | 664 |
Liabilities subject to compromise |  |  | 1,678,867 |  |  |  | (1,678,867 | ) | (h) |  |  | — |  |  |  |  | — |
TOTAL LIABILITIES |  |  | 1,797,341 |  |  |  | (1,149,859 | ) |  |  |  | (2,466 | ) |  |  |  | 645,016 |
TOTAL EQUITY (DEFICIT) |  |  |  |  |  |  |  |  |  |  |  |  |  |
Successor common stock |  |  | — |  |  |  | 378,533 |  | (i) |  |  | — |  |  |  |  | 378,533 |
Predecessor common stock |  |  | — |  |  |  | — |  |  |  |  | — |  |  |  |  | — |
Predecessor treasury stock |  |  | (3,000,164 | ) |  |  | 3,000,164 |  | (j) |  |  | — |  |  |  |  | — |
Retained earnings |  |  | 1,845,916 |  |  |  | (2,238,288 | ) | (k) |  |  | 392,372 |  | (w) |  |  | — |
Accumulated other comprehensive loss |  |  | (15,126 | ) |  |  | — |  |  |  |  | 15,126 |  | (x) |  |  | — |
TOTAL EQUITY (DEFICIT) |  |  | (1,169,374 | ) |  |  | 1,140,409 |  |  |  |  | 407,498 |  |  |  |  | 378,533 |
TOTAL LIABILITIES AND TOTAL EQUITY (DEFICIT) |  | $ | 627,967 |  |  | $ | (9,450 | ) |  |  | $ | 405,032 |  |  |  | $ | 1,023,549 |
Balance Sheet Reorganization Adjustments (a) Changes in cash and cash equivalents included the following:
Funding of professional fee escrow account | $ | (10,041 | )
Payment for bankruptcy-related professional fees and debt issuance costs |  | (9,425 | )
Restriction of cash related to Letter of Credit collateralization |  | (4,025 | )
Release of cash reserved for utilities |  | 93 |
Payment for continuing Letter of Credit fee |  | (25 | )
Changes in cash and cash equivalents | $ | (23,423 | )
(b) Changes in restricted cash included the following:
Funding of professional fee escrow account | $ | 10,041 |
Restriction of cash related to Letter of Credit collateralization |  | 4,025 |
Release of cash reserved for utilities |  | (93 | )
Changes in restricted cash | $ | 13,973 |
(c) Changes in the portion of operating lease liabilities due within one year were due to the reinstatement of the portion of operating lease liabilities due within one year from liabilities subject to compromise. (d) Changes in salaries and wages payable were due to the reinstatement of salaries and wages payable from liabilities subject to compromise. (e) Changes in other accrued liabilities included the following:
Accrual of bankruptcy-related professional fees | $ | 13,167 |
Payment for bankruptcy-related professional fees |  | (4,752 | )
Changes in other accrued liabilities | $ | 8,415 |
(f) Changes in long-term debt, net included the following:
Issuance of New Term Loan Facility (see Note 9) | $ | 465,000 |
Capitalization of debt issuance costs |  | (1,298 | )
Changes in long-term debt | $ | 463,702 |
(g) Changes in long-term operating lease liabilities were due to the reinstatement of the long-term portion of operating lease liabilities from liabilities subject to compromise. (h) Liabilities subject to compromise settled in accordance with the Plan:
Prepetition Term Loan Facility due April 13, 2028 | $ | 945,000 |
Prepetition Senior Secured Notes due April 15, 2029 |  | 500,000 |
Prepetition Revolving Credit Facility due April 23, 2026 |  | 171,341 |
Long-term portion of operating lease liabilities |  | 39,681 |
Accrued salaries and wages payable |  | 10,670 |
Portion of operating lease liabilities due within one year |  | 6,540 |
Accrued interest payable |  | 5,635 |
Total liabilities subject to compromise | $ | 1,678,867 |
Less: Issuance of New Term Loan Facility issued to holders of prepetition First Lien Claims |  | (465,000 | )
Less: Implied equity value issued to holders of prepetition First Lien Claims (9,100 Successor common shares) |  | (344,465 | )
Less: Reinstatement of long-term operating lease liabilities |  | (39,681 | )
Less: Reinstatement of salaries and wages payable |  | (10,670 | )
Less: Reinstatement of portion of operating lease liabilities due within one year |  | (6,540 | )
Gain on settlement of liabilities subject to compromise | $ | 812,511 |
(i) Reflects the Successor equity including the issuance o f 9,987 s hares of Successor Common Stock pursuant to the Plan. (j) Changes to Predecessor common stock and treasury stock were due to the cancellation of Predecessor common stock and treasury stock per the Plan. (k) Changes to retained earnings included the following:
Gain on settlement of liabilities subject to compromise | $ | 812,511 |
Accrual of bankruptcy-related professional fees |  | (13,167 | )
Accrual of continuing Letter of Credit fees |  | (25 | )
Payment for bankruptcy related professional fees |  | (3,374 | )
Total adjustments impacting reorganization items, net | $ | 795,945 |
Cancellation of Predecessor common stock and treasury stock |  | (3,000,164 | )
Implied equity value issued to Predecessor equity holders (900 Successor common shares) |  | (34,069 | )
Changes in retained earnings | $ | (2,238,288 | )
Balance Sheet Fresh Start Adjustments (l) The change in prepaid income taxes reflects the net change in the federal and state tax deductions for the lease termination liability and write-off of sublease asset associated with the Corporate Headquarters Lease (as defined below) due to the adoption of fresh start accounting. (m) The change in prepaid expenses and other current assets represents the fair value adjustment to the Company’s other current assets relating to the write-off of a sublease asset associated with the Corporate Headquarters Lease. (n) The change in property and equipment, net primarily represents the fair value adjustment to the Company’s leasehold improvements, office furniture and equipment and computer hardware and software. The Company valued the property and equipment, net using the indirect cost method under the cost approach. The indirect cost method considers historical acquisition costs for the assets adjusted for inflation, as well as factors in any potential obsolescence based on the current condition of the assets. (o) The change in operating lease assets reflects the adjustment to the Company’s operating lease assets relating to the recognition of sublease interest, decrease in short term leases due to applying the short term lease exemption, and the impact of changes to the incremental borrowing rate (“IBR”). (p) The change in goodwill reflects the adjustment to record excess reorganization value not attributable to a specific assets class. (q) Changes to other intangible assets, net included the following:
Recognition of other intangible assets recorded at fair value (see Note 8) | $ | 529,000 |
Adjustment to write-off capitalized cost and related accumulated amortization of other intangible assets as part of fresh start accounting |  | (82,145 | )
Changes in other intangible assets, net | $ | 446,855 |
(r) The change to deferred income taxes was due to the increase of the net deferred tax liability by $32,815 re sulting from the changes in fair value of assets and liabilities due to the adoption of fresh start accounting. (s) The change in other noncurrent assets reflects the fair value adjustment to the Company’s noncurrent assets relating to the write-off of a sublease asset associated with the Corporate Headquarters Lease. (t) The change in operating lease liabilities due within one year reflects the fair value adjustment to the Company’s operating lease liabilities, including the ad justments associated with the Corporate Headquarters Lease (see Note 6 “Leases” for further discussion). As part of adjusting the Corporate Headquarters Lease to the allowable claim, the operating lease liability due within one year increased by $3,749. D ecreases in operating lease liabilities due within one year reflect the decrease in short term leases due to applying the short term lease exemption, and the impact of changes to the IBR. (u) The change in long-term debt, net reflects the fair value adjustment to the Company’s long-term debt due to the New Term Loan Facility (see Note 9 “Long-term Debt”). (v) Changes to long-term operating lease liabilities included the following:
Adjustment to long-term operating lease liability associated with the Corporate Headquarters Lease (See Note 6) | $ | (38,545 | )
Other adjustment to record long-term operating lease liabilities at fair value |  | (185 | )
Changes in long-term operating lease liabilities | $ | (38,730 | )
(w) Changes to retained earnings reflect the net cumulative impact of the fresh start adjustments on retained earnings as follows:
Other intangible assets | $ | 446,855 |
Long-term operating lease liabilities |  | 38,730 |
Goodwill |  | (43,369 | )
Accumulated other comprehensive loss |  | (17,206 | )
Property and equipment |  | 6,176 |
Other current and noncurrent assets |  | (5,013 | )
Portion of operating lease liabilities within one year |  | (2,040 | )
Long-term debt |  | (1,816 | )
Operating lease assets |  | (1,626 | )
Total fresh start adjustments impacting reorganization items, net | $ | 420,691 |
Income tax effects on deferred income taxes |  | (32,815 | )
Income tax effects on accumulated other comprehensive income |  | 2,079 |
Income tax effects on prepaid income taxes |  | 2,417 |
Changes in retained earnings | $ | 392,372 |
(x) Changes to accumulated other comprehensive income (loss) represent the reset of the Predecessor balance due to the adoption of fresh start accounting.

X
- References No definition available. + Details
Name: | us-gaap_FreshStartBalanceSheetAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Fresh start accounting disclosure. + References No definition available. + Details
Name: | ww_FreshStartAccountingDisclosureTextBlock
Namespace Prefix: | ww_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration