v3.25.1
Discontinued Operations
 3 Months Ended
Mar. 31, 2025
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations
Note 3. Discontinued Operations
The Company determined that its marketing technology solutions met the criteria for discontinued operations reporting effective in the first quarter 2025 (see Note 2. Summary of Significant Accounting Policies). As such, the assets and liabilities of the disposal group are classified as held for sale on our unaudited condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024. The results of operations of marketing technology solutions are presented as loss from discontinued operations, net of income tax in the unaudited condensed consolidated statements of operations and comprehensive loss. During the three months ended March 31,
2025, we recognized an impairment charge of $9.4 million, comprised of a goodwill impairment charge of $6.9 million and a valuation allowance of $2.6 million to adjust the carrying value of the marketing technology disposal group to estimated fair value less cost to sell, which is included in loss on held for sale and impairments within discontinued operations on our unaudited condensed consolidated statements of operations and comprehensive loss.
The following table summarizes the results of operations of marketing technology solutions reported as discontinued operations:
Three months ended
March 31,
20252024
(in thousands)
Total revenues
$28,632 $32,261 
Operating expenses:
Cost of revenues (exclusive of depreciation and amortization presented separately below)20,661 25,292 
Sales and marketing2,702 2,204 
Product development1,086 894 
General and administrative2,283 2,149 
Depreciation and amortization1,191 2,047 
Loss on held for sale and impairments
9,433 (11)
Total operating expenses37,356 32,575 
Operating loss
(8,724)(314)
Other income, net
3 — 
Net loss before income tax benefit
(8,721)(314)
Income tax benefit
74 — 
Loss from discontinued operations, net of income tax
$(8,647)$(314)
The components of assets and liabilities classified as held for sale on our condensed consolidated balance sheets were as follows:
March 31,December 31,
20252024
(in thousands)
Assets:
Accounts receivable, net9,302 9,065 
Contract assets462 474 
Prepaid expenses and other current assets2,104 1,883 
Property and equipment, net504 529 
Capitalized software, net2,274 2,071 
Other non-current assets3,399 3,359 
Intangible assets, net14,670 15,668 
Goodwill16,288 23,152 
Total assets49,003 56,201 
Valuation allowance(2,568)— 
Assets held for sale$46,435 $56,201 
Liabilities:
Accounts payable$978 $1,442 
Accrued expenses and other9,187 7,659 
Deferred revenue4,592 3,009 
Customer deposits261 2,188 
Other long-term liabilities608 973 
Liabilities held for sale15,626 15,271 
Assets held for sale, net$30,809 $40,930 
The amount identified as valuation allowance in the above table is the amount necessary to reduce the carrying value of the marketing technology disposal group to estimated fair value less cost to sell as required by applicable accounting standards for discontinued operations measurement.
The following table presents the significant non-cash items related to discontinued operations that are included in the accompanying statements of cash flows:
Three months ended
March 31,
20252024
(in thousands)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization$1,191 $2,047 
Share-based compensation182 166 
Loss on assets held for sale and impairments
9,433 (11)
Note 4. Fitness Solutions Disposition
On March 13, 2024, the Company entered into definitive sale and purchase agreements to sell its fitness solutions to Jonas Fitness Portfolio Holdco Inc. (“Jonas Software”). The sale of American Service Finance LLC., ASF Payment Solutions ULC and Technique Fitness Inc. (collectively, “North American Fitness”), closed simultaneously with signing. The sale of EverCommerce UK, including wholly-owned subsidiaries Fitii UK (MyPTHub and MyPTHub LLC) and ClubWise UK and its wholly-owned subsidiary ClubWise Australia (collectively, “UK Fitness” and together with North American Fitness, “Fitness Solutions”), closed July 1, 2024. The divestiture did not qualify for discontinued operations. As a result, our unaudited condensed consolidated financial statements include the results of North American Fitness and UK Fitness for all periods through the applicable date of sale. During the three months ended March 31, 2024, the Company recognized a loss of $4.8 million, related to the sale of Fitness Solutions, which is included in loss on held for sale and impairments on our unaudited condensed consolidated statements of operations and comprehensive loss. Additionally, the Company recognized a $6.4 million goodwill impairment charge representing the allocated goodwill to Fitness Solutions, which is included in loss on held for sale and impairments on the unaudited condensed consolidated statements of operations and comprehensive loss.