v3.26.1
Goodwill and Other Intangible Assets
3 Months Ended
Mar. 31, 2026
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets
4.
Goodwill and Other Intangible Assets

Goodwill

In the Predecessor period, goodwill primarily related to the acquisition of the Company by The Kraft Heinz Company (successor to H.J. Heinz Company) in 1978, and the Company’s acquisitions of WW.com, LLC (formerly known as WW.com, Inc. and WeightWatchers.com, Inc.) in 2005, Weekend Health Inc., doing business as Sequence, in 2023, and the Company’s franchised territories. In the Successor period, goodwill primarily relates to the application of fresh start accounting. The change in the carrying value of goodwill was as follows:

Balance as of December 28, 2024 (Predecessor)

 

$

239,583

 

Effect of exchange rate changes

 

 

2,839

 

Balance as of June 24, 2025 (Predecessor) - Prior to fresh start accounting

 

$

242,422

 

Fresh start accounting adjustments

 

 

(43,369

)

Balance as of June 24, 2025 (Predecessor)

 

$

199,053

 

 

 

Balance as of June 25, 2025 (Successor)

 

$

199,053

 

Goodwill acquired during the period

 

 

1,020

 

Effect of exchange rate changes

 

 

62

 

Balance as of December 31, 2025 (Successor)

 

$

200,135

 

Effect of exchange rate changes

 

 

(135

)

Balance as of March 31, 2026 (Successor)

 

$

200,000

 

 

Goodwill Impairment

The Company reviews goodwill for potential impairment on at least an annual basis or more often if events so require. During the three months ended March 31, 2026 (Successor), the Company identified various qualitative and quantitative factors which collectively indicated a triggering event had occurred. These factors included changes in macroeconomic conditions and declines in the Company’s stock price. As a result of these factors, the Company performed an interim quantitative goodwill impairment assessment for its Behavioral and Clinical reporting units in the first quarter of fiscal 2026 (Successor).

The Company’s Behavioral and Clinical reporting units totaled $161,790, or 80.9%, and $38,210, or 19.1%, respectively, of the Company’s goodwill at the March 31, 2026 (Successor) balance sheet date. Based on the results of the interim goodwill impairment test performed for the Company’s Behavioral and Clinical reporting units, the Company concluded that no goodwill impairment existed as of March 31, 2026 (Successor). However, the Company identified its Behavioral reporting unit as being at risk for impairment, as the estimated fair value of this reporting unit exceeded its respective carrying value by less than 5% as of March 31, 2026 (Successor).

During the three months ended March 29, 2025 (Predecessor), the Company identified various qualitative and quantitative factors which collectively indicated a triggering event had occurred. These factors included the continued decline in the Company’s stock price and market capitalization, and actual business performance. As a result of these triggering events, the Company performed an interim impairment test for all of its goodwill reporting units in the first quarter of fiscal 2025 (Predecessor).

Based on the results of the interim goodwill impairment test as of March 29, 2025 (Predecessor) performed for the Company’s Behavioral reporting unit, which held 62.7% of the Company’s goodwill at the March 29, 2025 (Predecessor) balance sheet date, the estimated fair value of this reporting unit was at least 55% higher than its carrying value and, therefore, no impairment existed. Based on the results of the interim goodwill impairment test as of March 29, 2025 (Predecessor) performed for the Company’s Clinical reporting unit, which held 37.3% of the Company’s goodwill at the March 29, 2025 (Predecessor) balance sheet date, the estimated fair value of this reporting unit was at least 60% higher than its carrying value and, therefore, no impairment existed.

Other Intangible Assets

The components of other intangible assets, net as of March 31, 2026 (Successor) and December 31, 2025 (Successor) were as follows:

 

 

Successor

 

 

 

March 31,

 

 

 

2026

 

 

 

 

 

Gross

 

 

 

 

 

Net

 

 

 

Useful

 

Carrying

 

 

Accumulated

 

 

Carrying

 

 

 

Life

 

Value

 

 

Amortization

 

 

Value

 

Indefinite-lived intangible asset:

 

 

 

 

 

 

 

 

 

 

 

Trade name

 

Indefinite

 

$

320,000

 

 

$

—

 

 

$

320,000

 

Finite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

Database

 

3 years

 

 

46,000

 

 

 

11,763

 

 

 

34,237

 

Developed technology

 

3-6 years

 

 

70,000

 

 

 

14,959

 

 

 

55,041

 

Customers/subscribers

 

1 year

 

 

58,000

 

 

 

44,493

 

 

 

13,507

 

Customer relationships

 

6 years

 

 

35,000

 

 

 

4,475

 

 

 

30,525

 

Capitalized software and website development costs

 

3 years

 

 

19,683

 

 

 

1,465

 

 

 

18,218

 

Total other intangible assets

 

 

 

$

548,683

 

 

$

77,155

 

 

$

471,528

 

 

 

 

Successor

 

 

 

December 31,

 

 

 

2025

 

 

 

 

 

Gross

 

 

 

 

 

Net

 

 

 

Useful

 

Carrying

 

 

Accumulated

 

 

Carrying

 

 

 

Life

 

Value

 

 

Amortization

 

 

Value

 

Indefinite-lived intangible asset:

 

 

 

 

 

 

 

 

 

 

 

Trade name

 

Indefinite

 

$

320,000

 

 

$

—

 

 

$

320,000

 

Finite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

Database

 

3 years

 

 

46,000

 

 

 

7,982

 

 

 

38,018

 

Developed technology

 

3-6 years

 

 

70,000

 

 

 

10,151

 

 

 

59,849

 

Customers/subscribers

 

1 year

 

 

58,000

 

 

 

30,192

 

 

 

27,808

 

Customer relationships

 

6 years

 

 

35,000

 

 

 

3,036

 

 

 

31,964

 

Capitalized software and website development costs

 

3 years

 

 

13,552

 

 

 

527

 

 

 

13,025

 

Total other intangible assets

 

 

 

$

542,552

 

 

$

51,888

 

 

$

490,664

 

 

Aggregate amortization expense for finite-lived intangible assets was recorded in the amounts of $25,267 and $5,950 for the three months ended March 31, 2026 (Successor) and the three months ended March 29, 2025 (Predecessor), respectively.

Estimated amortization expense of existing finite-lived intangible assets for the next five fiscal years and thereafter is as follows:

Remainder of fiscal 2026

 

$

49,090

 

Fiscal 2027

 

$

47,258

 

Fiscal 2028

 

$

30,587

 

Fiscal 2029

 

$

10,318

 

Fiscal 2030

 

$

9,667

 

Fiscal 2031

 

$

4,608

 

Thereafter

 

$

—

 

 

Other Intangible Assets Impairment

The Company reviews other indefinite-lived intangible assets for potential impairment on at least an annual basis or more often if events so require. As discussed above, based on the triggering events indicated during the three months ended March 31, 2026 (Successor) and the three months ended March 29, 2025 (Predecessor), the Company performed interim impairment tests for all of its other intangible assets with indefinite-lived units of account in the first quarter of fiscal 2026 (Successor) and the first quarter of fiscal 2025 (Predecessor), respectively.

Based on the results of the interim impairment test performed for the Company’s trade name indefinite-lived intangible asset, which comprised all of the Company’s other indefinite-lived intangible assets at the March 31, 2026 (Successor) balance sheet date, the Company concluded that no impairment existed as of March 31, 2026 (Successor). However, the Company identified its trade name indefinite-lived intangible asset as being at risk for impairment, as the estimated fair value of this asset exceeded its respective carrying value by less than 10% as of March 31, 2026 (Successor).

In performing the interim impairment test at March 29, 2025 (Predecessor), the Company determined that the carrying value of its United States indefinite-lived franchise rights acquired unit of account, which held 100.0% of the Company’s indefinite-lived franchise rights acquired at the March 29, 2025 (Predecessor) balance sheet date, exceeded its fair value. Accordingly, the Company recorded an impairment charge for its United States unit of account of $27,549 in the first quarter of fiscal 2025 (Predecessor). The impairment charge recorded in the first quarter of fiscal 2025 (Predecessor) was driven primarily by the weighted average cost of capital used in the interim impairment tests, reflecting market factors, including higher interest rates and the trading values of the Company’s equity and debt, and, to a lesser extent, business performance in the Behavioral business.