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Acquisition and Dispositions
 12 Months Ended
Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisition and Dispositions
Note 3. Acquisition and Dispositions
ZyraTalk Acquisition
On September 15, 2025, the Company acquired 100% of the interest of Joblyt LLC, dba ZyraTalk (“ZyraTalk”), an AI-powered customer engagement solution that combines virtual assistant capabilities with an agentic automation platform, for approximately $36.1 million in cash, not inclusive of an additional $6.5 million of contingent consideration, which could be paid over the next three years related to post-combination employment services. The acquisition helps to establish EverCommerce as an AI-driven innovator, beginning with near-term application in its Home and Field Services vertical, EverPro, and the Company plans to extend ZyraTalk into broader opportunities across its other verticals.
The Company accounted for the acquisition as a business combination under ASC 805, Business Combinations. Accordingly, the Company recorded identifiable assets acquired and liabilities assumed at their acquisition date estimated fair values, with any excess consideration recognized as goodwill. Goodwill primarily represents the value associated with the assembled workforce and expected synergies subsumed into goodwill. The goodwill recognized as a result of the acquisition of ZyraTalk is deductible for income tax purposes.
The Company has preliminarily measured the identifiable assets and liabilities assumed at their acquisition date estimated fair values separately from goodwill, which represent Level 3 fair value measurements as defined in ASC 820, Fair Value Measurement. The estimated fair values were determined by management using the assistance of third-party valuation specialists, and this evaluation is not yet final. The valuation methods used to determine the estimated fair value of intangible assets included the income approach---relief from royalty method for trademarks and developed technology with estimated useful lives of five years, and the income approach---multi period excess earnings method for customer relationships with an estimated useful life of nine years. A number of assumptions and estimates were involved in the application of these valuation methods, including revenue forecasts, expected competition, costs of revenues, obsolescence, tax rates, capital spending, customer attrition rates, discount rates and working capital changes. Cash flow forecasts were generally based on pre-acquisition forecasts coupled with estimated revenues and cost synergies available to a market participant.
The purchase price allocation for the acquisition is preliminary and subject to revision with estimated amounts related to working capital, the valuation of intangible assets and liabilities acquired, and provisional amounts related to tax and other items. Additional information that existed as of the acquisition date but at the time was unknown to the Company may become known to the Company during the remainder of the measurement period, which is not to exceed 12 months from the acquisition date.
The financial results of ZyraTalk since the closing through December 31, 2025, were not material to the Company’s consolidated financial statements, nor were they material to the Company’s prior period consolidated results on a pro forma basis.
The following table summarizes the estimated fair values of consideration transferred, assets acquired and liabilities assumed at the acquisition date.
September 15, 2025
(in thousands)
Total consideration transferred:
Cash$36,053 
Net assets acquired:
Cash and cash equivalents$197 
Accounts receivable, trade18
Prepaid expenses and other current assets29 
Intangible-definite lived
6,870 
Goodwill29,118 
Accrued expenses and other(45)
Deferred revenue(134)
Total net assets acquired$36,053 
Marketing Technology Solutions Disposition
On October 31, 2025, the Company completed the sale of its marketing technology solutions business to Ignite Visibility for approximately $45.0 million in cash, subject to certain closing adjustments, as part of its previously announced strategic review. As such, the assets and liabilities of the disposal group were classified as held for sale on our consolidated balance sheets as of December 31, 2024. The results of operations of marketing technology solutions are presented as discontinued operations on the consolidated statements of operations and comprehensive income (loss) through the date of sale. During the year ended December 31, 2025, we recognized a loss of $1.1 million related to the sale of marketing technology solutions and a goodwill impairment charge of $6.9 million, which are included in loss on sale and impairments within discontinued operations on our consolidated statements of operations and comprehensive income (loss).
During the fourth quarter of 2024, in conjunction with our review of strategic alternatives for our marketing technology solutions, the Company evaluated the recoverability of our marketing technology reporting unit and determined that the estimated fair value was insufficient to recover the net carrying value of the reporting unit resulting in an impairment charge of approximately $28.1 million during the year ended December 31, 2024, which is included in accumulated impairment losses.
The following table summarizes the results of operations of marketing technology solutions reported as discontinued operations:
Twelve Months Ended
December 31,
2025
2024
2023
(in thousands)
Total revenues$107,190 $136,580 $140,498 
Operating expenses:
Cost of revenues (exclusive of depreciation and amortization presented separately below)78,150 103,592 103,602 
Sales and marketing8,053 8,407 9,869 
Product development3,963 3,494 3,470 
General and administrative8,248 10,824 8,882 
Depreciation and amortization1,191 8,174 9,329 
Loss on held for sale and impairments8,031 28,039 — 
Total operating expenses107,636 162,530 135,152 
Operating (loss) income(446)(25,950)5,346 
Other income, net3 1 1 
Net (loss) income before income tax (expense) benefit
(443)(25,949)5,347 
Income tax (expense) benefit
(162)57 (262)
(Loss) income from discontinued operations, net of income tax
$(605)$(25,892)$5,085 
The components of assets and liabilities classified as held for sale on the consolidated balance sheets were as follows:
December 31,
2024
(in thousands)
Assets:
Accounts receivable, net$9,065 
Contract assets474 
Prepaid expenses and other current assets1,883 
Property and equipment, net529 
Capitalized software, net2,071 
Other non-current assets3,359 
Intangible assets, net15,668 
Goodwill23,152 
Assets held for sale$56,201 
Liabilities:
Accounts payable$1,442 
Accrued expenses and other7,659 
Deferred revenue3,009 
Customer deposits2,188 
Other long-term liabilities973 
Liabilities held for sale15,271 
Assets held for sale, net$40,930 
The following table presents the significant non-cash items related to discontinued operations that are included in the accompanying statements of cash flows:
Twelve Months Ended
December 31,
202520242023
(in thousands)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization1,191 8,174 9,329 
Share-based compensation500 761 569 
Loss on assets held for sale and impairments8,031 28,039 — 
In connection with the sale, we entered into a transition services agreement (“TSA”) with Ignite Visibility to provide services including information technology, finance, and accounting support. During the year ended December 31, 2025, we recorded $0.4 million of income related to support services provided under the TSA, which is included in interest income and other income (expense), net on our consolidated statements of operations and comprehensive income (loss). As of December 31, 2025, we had a receivable of $3.1 million related to amounts due under the TSA, which is included in prepaid expenses and other current assets on our consolidated balance sheets.
Fitness Solutions Disposition
On March 13, 2024, the Company entered into definitive sale and purchase agreements to sell its fitness solutions to Jonas Software. The sale of North American Fitness closed simultaneously with signing and the sale of UK Fitness closed July 1, 2024. The divestiture did not qualify for discontinued operations. During the year ended December 31, 2024, the Company recognized losses of $4.9 million, related to the sale of Fitness Solutions, which are included in loss on sale and impairments on our consolidated statements of operations and comprehensive income (loss). Additionally, the Company recognized $6.4 million of goodwill impairment charges representing the allocated goodwill to Fitness Solutions, which is included in loss on sale and impairments on our consolidated statements of operations and comprehensive income (loss).