v3.25.2
Fitness Solutions Disposition
 6 Months Ended
Jun. 30, 2025
Discontinued Operations and Disposal Groups [Abstract]  
Fitness Solutions Disposition
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 June 30, 2025 and December 31, 2024. The results of operations of marketing technology solutions are presented as income (loss) from discontinued operations, net of income tax on the unaudited condensed consolidated statements of operations and comprehensive loss. During the three and six months ended June 30, 2025, we measured the assets and liabilities of the marketing technology disposal group at estimated fair value less cost to sell and recognized a gain of $0.4 million and a loss of $2.2 million, respectively, and a goodwill impairment charge of $6.9 million during the six months ended June 30, 2025, which are included in (gain) 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
June 30,		Six months ended
June 30,
2025202420252024
(in thousands)
Total revenues
$34,536 $36,870 $63,168 $69,131 
Operating expenses:
Cost of revenues (exclusive of depreciation and amortization presented separately below)26,107 29,786 46,768 55,078 
Sales and marketing2,583 1,993 5,285 4,197 
Product development1,423 936 2,509 1,830 
General and administrative2,436 2,942 4,719 5,091 
Depreciation and amortization— 2,037 1,191 4,084 
(Gain) loss on held for sale and impairments
(412)— 9,021 (11)
Total operating expenses32,137 37,694 69,493 70,269 
Operating income (loss)
2,399 (824)(6,325)(1,138)
Other income, net
— — 3 — 
Net income (loss) before income tax benefit
2,399 (824)(6,322)(1,138)
Income tax (expense) benefit
(7)— 67 — 
Income (loss) from discontinued operations, net of income tax
$2,392 $(824)$(6,255)$(1,138)
The components of assets and liabilities classified as held for sale on our condensed consolidated balance sheets were as follows:
June 30,December 31,
20252024
(in thousands)
Assets:
Accounts receivable, net11,121 9,065 
Contract assets467 474 
Prepaid expenses and other current assets1,711 1,883 
Property and equipment, net515 529 
Capitalized software, net2,451 2,071 
Other non-current assets3,268 3,359 
Intangible assets, net14,670 15,668 
Goodwill16,288 23,152 
Total assets50,491 56,201 
Valuation allowance(2,155)— 
Assets held for sale$48,336 $56,201 
Liabilities:
Accounts payable$497 $1,442 
Accrued expenses and other7,532 7,659 
Deferred revenue4,089 3,009 
Customer deposits21 2,188 
Other long-term liabilities579 973 
Liabilities held for sale12,718 15,271 
Assets held for sale, net$35,618 $40,930 
The amount identified as valuation allowance in the above table is the amount necessary to reduce the carrying value of the marketing technology disposal group to estimated fair value less cost to sell as required by applicable accounting standards for discontinued operations measurement.
The following table presents the significant non-cash items related to discontinued operations that are included in the accompanying statements of cash flows:
Three months ended
June 30,		Six months ended
June 30,
2025202420252024
(in thousands)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization$— $2,037 $1,191 $4,084 
Share-based compensation200 207 382 373 
(Gain) loss on assets held for sale and impairments
(412)— 9,021 (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 and six months ended June 30, 2024, the Company recognized losses of $0.2 million and $5.0 million, respectively, related to the sale of Fitness Solutions, which are 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. During the three and six months ended June 30, 2024, we measured the assets and liabilities held for sale at fair value less cost to sell and recognized losses of $0.3 million and $2.9 million, respectively, which are included in loss on held for sale and impairments on our unaudited condensed consolidated statements of operations and comprehensive loss. The loss during the three months ended June 30, 2024 was primarily due to an increase in our accrual of estimated costs to sell.