340 added · 290 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.
Newly disclosed
Market for Registrant’s Common Equity, Related Sha reholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on Nasdaq under the symbol “WW.” On May 9, 2025, we received written notice from Nasdaq notifying us that Nasdaq had determined to delist our common stock as a result of the Chapter 11 Cases.
Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 28, 2024 filed with the SEC on February 28, 2025, which discussion is incorporated herein by reference.
In performing the annual impairment analyses as of May 4, 2025 (Predecessor) and May 5, 2024 (Predecessor), we determined that the carrying values of our goodwill reporting units did not exceed their respective fair values and, therefore, no impairments existed.
In performing the annual impairment analyses as of May 4, 2025 (Predecessor) and May 5, 2024 (Predecessor), we determined that the carrying values of our franchise rights acquired with indefinite-lived units of account did not exceed their respective fair values and, therefore, no impairments existed.
Further information regarding the results of our goodwill and other intangible assets annual impairment tests and interim impairment tests for the third quarter of fiscal 2024 (Predecessor), the first quarter of fiscal 2024 (Predecessor) and the first quarter of fiscal 2025 (Predecessor) can be found in Note 7 “Goodwill and Other Intangible Assets” of the notes to the audited consolidated financial statements, contained in Part IV, Item 15 of this Annual Report on Form 10-K.
Franchise Rights Acquired Impairments In performing our interim impairment analysis as of March 29, 2025 (Predecessor), we determined that the carrying value of our United States indefinite-lived franchise rights acquired unit of account exceeded its respective fair value and, as a result, we recorded an impairment charge for our United States unit of account of $27.5 million in the first quarter of fiscal 2025 (Predecessor).
Bornstein joined Pinterest when it acquired The Yes Platform, Inc., an AI-powered online shopping platform she co-founded and for which she served as Chief Executive Officer from February 2018 until its acquisition in June 2022.
Mine Saf ety Disclosures Not applicable. 39 INFORMATION ABOUT OUR EXECUT IVE OFFICERS AND DIRECTORS Pursuant to General Instruction G(3) to Form 10-K, certain of the information regarding our directors and executive officers required by Items 401(a), (b), (e) and (f) of Regulation S-K is hereby included in Part I of this Annual Report on Form 10-K.
Sjoqvist held various roles in Europe and the United States from 1996 to 2006 at Compaq Computer and then Hewlett-Packard following its acquisition of Compaq.
Legal Proceedings The information called for by this item is incorporated herein by reference to the legal proceedings disclosure under Note 16 “Commitments and Contingencies” of the notes to the audited consolidated financial statements contained in Part IV, Item 15 of this Annual Report on Form 10-K.
He was previously a director of Aeromexico Group, Babylon Holdings Limited, Bluestem Group Inc., F45 Training Holdings Inc., Fossil Group, Inc., GTT Communications, Inc., Hawks Acquisition Corp, Hycroft Mining Holding Corporation, Loyalty Ventures Inc., MediaMath Holdings, Inc., PGX Holdings, Inc., and Skillsoft Corp.
Legal Proceedings Involving Certain of the Company’s Executive Officers As previously disclosed and as described elsewhere in this Annual Report on Form 10-K, on the Petition Date, the Debtors filed the Chapter 11 Cases under the Bankruptcy Code in the Court.
No longer disclosed
Further information regarding the results of our franchise rights acquired and goodwill annual impairment tests and our franchise rights acquired and goodwill interim impairment tests for the first and third quarters of fiscal 2024 can be found in Note 7 “Franchise Rights Acquired, Goodwill and Other Intangible Assets” of the notes to the audited consolidated financial statements, contained in Part IV, Item 15 of this Annual Report on Form 10-K. 52 Critical Accounting Policies Information concerning our critical accounting policies is set forth in Note 2 “Summary of Significant Accounting Policies” of the notes to the audited consolidated financial statements, contained in Part IV, Item 15 of this Annual Report on Form 10-K. 53 RESULTS OF OPERATIONS FOR FISCAL 2024 (52 weeks) COMPARED TO FISCAL 2023 (52 weeks) The table below sets forth selected financial information for fiscal 2024 from our consolidated statements of operations for fiscal 2024 versus selected financial information for fiscal 2023 from our consolidated statements of operations for fiscal 2023.
Operating Gross Gross Operating Income (in millions except percentages) Profit Margin Income Margin Fiscal 2023 $ 529.3 59.5 % $ 22.3 2.5 % Adjustments to reported amounts (1) 2023 plan restructuring charges 21.1 53.7 2022 plan restructuring charges (0.0 ) 1.1 2021 plan restructuring charges 0.1 0.1 2020 plan restructuring charges (0.0 ) (0.0 ) Acquisition transaction costs — 8.6 Franchise rights acquired and goodwill impairments — 3.6 Total adjustments (1) 21.2 67.2 Fiscal 2023, as adjusted (1) $ 550.5 61.9 % $ 89.5 10.1 % Note: Totals may not sum due to rounding.
(1) The “As adjusted” measure is a non-GAAP financial measure that adjusts the consolidated statements of operations for fiscal 2023 to exclude the net impact of the $53.7 million ($40.3 million after tax) of 2023 plan restructuring charges, the $1.1 million ($0.9 million after tax) of 2022 plan restructuring charges, the $0.1 million ($43 thousand after tax) of 2021 plan restructuring charges and the reversal of $21 thousand ($16 thousand after tax) of 2020 plan restructuring charges, the impact of the $8.6 million ($7.5 million after tax) of acquisition transaction costs, and the impact of $3.6 million ($3.6 million after tax) of franchise rights acquired and goodwill impairments.
Subscription Revenues included $78.0 million of Clinical Subscription Revenues for fiscal 2024 versus $30.5 million of Clinical Subscription Revenues for fiscal 2023 as a result of our acquisition of Sequence closing during the second quarter of fiscal 2023.
Excluding the net impact of the $17.1 million of restructuring charges in fiscal 2024, the $3.9 million of former CEO separation expenses in fiscal 2024, the net impact of the $33.7 million of restructuring charges in fiscal 2023 and the impact of the $8.6 million of acquisition transaction costs in fiscal 2023, selling, general and administrative expenses for fiscal 2024 would have decreased by 11.6%, both as adjusted and as adjusted on a constant currency basis, versus the prior year.
Excluding the net impact of restructuring charges in fiscal 2024, the impact of former CEO separation expenses in fiscal 2024, the net impact of restructuring charges in fiscal 2023 and the impact of acquisition transaction costs in fiscal 2023, there would have been no change in selling, general and administrative expenses as a percentage of revenue for fiscal 2024, both as adjusted and as adjusted on a constant currency basis, versus the prior year.
During the fourth quarter of fiscal 2023, we had a shift in future strategic priorities and as a result, a triggering event occurred which required us to impair the remaining (i) goodwill balances for our Republic of Ireland and Northern Ireland reporting units, resulting in goodwill impairment charges of $2.4 million and $1.2 million, respectively, and (ii) franchise rights acquired balance for our Northern Ireland unit of account, resulting in a franchise rights acquired impairment charge of $47 thousand.
Excluding the impact of the $315.0 million of franchise rights acquired impairments in fiscal 2024, the net impact of the $22.2 million of restructuring charges in fiscal 2024, the impact of the $3.9 million of former CEO separation expenses in fiscal 2024, the net impact of the $54.9 million of restructuring charges in fiscal 2023, the impact of the $8.6 million of acquisition transaction costs in fiscal 2023, and the impact of the $3.6 million of franchise rights acquired and goodwill impairments in fiscal 2023, operating income would have been $104.8 million, or $104.4 million on a constant currency basis, for fiscal 2024 versus operating income of $89.5 million for fiscal 2023.
Excluding the impact of franchise rights acquired impairments in fiscal 2024, the net impact of restructuring charges in fiscal 2024, the impact of former CEO separation expenses in fiscal 2024, the net impact of restructuring charges in fiscal 2023, the impact of acquisition transaction costs in fiscal 2023, and the impact of the franchise rights acquired and goodwill impairments in fiscal 2023, operating income margin would have been 13.3%, both as adjusted and as adjusted on a constant currency basis, for fiscal 2024 versus operating income margin of 10.1% for fiscal 2023.
Fiscal 2023 100.0% * 100.0% * N/A ** 37.8 % * Note: Percentage in excess of 100.0% and not meaningful. ** N/A - There were no Incoming Clinical Subscribers in the prior year since our acquisition of Sequence closed during the second quarter of fiscal 2023. 59 Operating Performance The decrease in revenues for fiscal 2024 versus the prior year was driven by both a decrease in Other Revenues and a decrease in Subscription Revenues.
Accordingly, in order to avoid an Event of Default under the Revolving Credit Facility, absent the Company and our lenders agreeing to a change in the existing terms and conditions, we will need to repay Revolving Credit Facility borrowings in excess of $61.3 million by March 29, 2025, the end of the Company's first fiscal quarter of 2025.
If we have more than $61.3 million outstanding under the Revolving Credit Facility and are not in compliance with the specified leverage ratio at the required time, we would be in default under the Revolving Credit Facility. 64 Senior Secured Notes The Senior Secured Notes were issued pursuant to an Indenture, dated as of April 13, 2021 (as amended, supplemented or modified from time to time, the “Indenture”), among the Company, the guarantors named therein and The Bank of New York Mellon, as trustee and notes collateral agent.