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Fitness Solutions Disposition | 6 Months Ended
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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,
| 2025 |  | 2024 |  | 2025 |  | 2024
| (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 marketing | 2,583 |  |  | 1,993 |  |  | 5,285 |  |  | 4,197 |
Product development | 1,423 |  |  | 936 |  |  | 2,509 |  |  | 1,830 |
General and administrative | 2,436 |  |  | 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 expenses | 32,137 |  |  | 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,
|  |  |  |  |  |  |  |  |  |  | 2025 |  | 2024
|  |  |  |  |  |  |  |  |  | (in thousands)
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts receivable, net |  |  |  |  |  |  |  |  |  |  | 11,121 |  |  | 9,065 |
Contract assets |  |  |  |  |  |  |  |  |  |  | 467 |  |  | 474 |
Prepaid expenses and other current assets |  |  |  |  |  |  |  |  |  |  | 1,711 |  |  | 1,883 |
Property and equipment, net |  |  |  |  |  |  |  |  |  |  | 515 |  |  | 529 |
Capitalized software, net |  |  |  |  |  |  |  |  |  |  | 2,451 |  |  | 2,071 |
Other non-current assets |  |  |  |  |  |  |  |  |  |  | 3,268 |  |  | 3,359 |
Intangible assets, net |  |  |  |  |  |  |  |  |  |  | 14,670 |  |  | 15,668 |
Goodwill |  |  |  |  |  |  |  |  |  |  | 16,288 |  |  | 23,152 |
Total assets |  |  |  |  |  |  |  |  |  |  | 50,491 |  |  | 56,201 |
Valuation allowance |  |  |  |  |  |  |  |  |  |  | (2,155) |  |  | — |
Assets held for sale |  |  |  |  |  |  |  |  |  |  | $ | 48,336 |  |  | $ | 56,201 |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable |  |  |  |  |  |  |  |  |  |  | $ | 497 |  |  | $ | 1,442 |
Accrued expenses and other |  |  |  |  |  |  |  |  |  |  | 7,532 |  |  | 7,659 |
Deferred revenue |  |  |  |  |  |  |  |  |  |  | 4,089 |  |  | 3,009 |
Customer deposits |  |  |  |  |  |  |  |  |  |  | 21 |  |  | 2,188 |
Other long-term liabilities |  |  |  |  |  |  |  |  |  |  | 579 |  |  | 973 |
Liabilities held for sale |  |  |  |  |  |  |  |  |  |  | 12,718 |  |  | 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,
| 2025 |  | 2024 |  | 2025 |  | 2024
| (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 compensation | 200 |  |  | 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.

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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/360/tableOfContent + Details
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