View:
United States securities and exchange commission logo
May 15, 2024
Marc Thompson
Chief Financial Officer
EverCommerce Inc.
3601 Walnut Street
Suite 400
Denver, CO 80205
Re: EverCommerce Inc.
Form 10-K for the
year ended December 31, 2023
Form 10-Q for the
quarter ended March 31, 2024
Form 8-K furnished
on May 9, 2024
File No. 001-40575
Dear Marc Thompson:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for the year ended December 31, 2023
Item 1A. Risk Factors, page I-11
1. We note your Risk
Factors section is longer than 15 pages. Please revise the forepart of
the filing to provide a
summary risk factor section with a series of concise, bulleted or
numbered statements
that is no more than two pages summarizing the principal factors
that make an investment
in your company speculative or risky. Refer to Item 105(b) of
Regulation S-K.
Marc Thompson
FirstName LastNameMarc Thompson
EverCommerce Inc.
Comapany
May NameEverCommerce Inc.
15, 2024
May 15,
Page 2 2024 Page 2
FirstName LastName
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview, page II-3
2. Considering the insignificant number of acquisitions during the last
two fiscal years,
please revise to disclose annualized net revenue retention rate using
actual rather than pro
forma revenue information. In addition, revise to disclose the revenue
retention rate for
each period presented and discuss any significant fluctuations from
period to period. We
refer you to your response to comment 9 in your May 10, 2021, letter
and comment 2 in
your May 28, 2021, letter. Lastly, clarify your reference to
"annualized" and "monthly"
revenue retention rates and tell us whether the calculations differ.
To the extent these
measures are the same, and in an effort to avoid confusion, revise to
consistently refer to
this measure throughout.
Key Business and Financial Metrics, page II-6
3. You state that management believes the measure of pro forma revenue
growth rate is
useful due to the number of acquired entities. Please explain further
why you continue to
believe this measure is necessary considering there was one
acquisition in fiscal 2023 and
none in 2022. Alternatively, revise to disclose the GAAP revenue
growth rate. To the
extent significant acquisitions in a given period impact such growth
rate, supplement your
discussion of the GAAP revenue growth rate measure with a quantified
discussion of the
impact from such transactions.
Notes to Consolidated Financial Statements
Note 4. Revenue
Remaining Performance Obligations, page II-37
4. You state on page I-20 that most of your contracts consist of
open-ended arrangements
that can be terminated by either party without penalty, generally upon
providing 30-day
notice. Please revise to disclose, if appropriate, that arrangements
with termination rights
are considered to be one-month contracts and are, therefore, excluded
from your
remaining performance obligation. We refer you to comment 23 in your
May 10, 2021,
response letter and comment 9 in your May 28, 2021, letter.
Form 10-Q for the quarter ended March 31, 2024
Note 6. Goodwill, page 6
5. We note your goodwill impairment charge of $3.4 million related to the
sale of North
America Fitness, and the $3.0 million of goodwill transferred to
assets held for sale
related to the pending sale of UK Fitness. We also note the fitness
solutions sale included
various entities such as Clubwise, American Service Finance and
MyPTHub, to which at
the time of acquisition you allocated approximately $38.2 million in
goodwill. Please
explain the difference between the total acquired goodwill of $38.2
million and the total
reduction in goodwill of $6.4 million related to these entities.
Marc Thompson
EverCommerce Inc.
May 15, 2024
Page 3
Form 8-K furnished on May 9, 2024
Exhibit 99.1, page 1
6. Your discussion of pro forma revenue, which excludes revenue from your
fitness solutions
business, appears to be a non-GAAP measure. Considering the sale of your
fitness
solutions does not qualify as discontinued operations pursuant to ASC
205-20, your non-
GAAP measure appears to substitute an individually tailored recognition
and
measurement method for those of GAAP. Please explain how you considered
the guidance
in Question 100.04 of the Non-GAAP C&DIs or revise as necessary.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Brittany Ebbertt at 202-551-3572 or Kathleen Collins at
202-551-3499
with any questions.
Sincerely,
FirstName LastNameMarc Thompson
Division of
Corporation Finance
Comapany NameEverCommerce Inc.
Office of Technology
May 15, 2024 Page 3
cc: Lisa Storey
FirstName LastName