Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 11, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Fathom Digital Manufacturing Corporation | |
Entity Central Index Key | 0001836176 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Current Reporting Status | Yes | |
Entity File Number | 001-39994 | |
Entity Tax Identification Number | 40-0023833 | |
Entity Address, Address Line One | 1050 Walnut Ridge Drive | |
Entity Address, City or Town | Hartland | |
Entity Address, State or Province | WI | |
Entity Address, Postal Zip Code | 53029 | |
City Area Code | 262 | |
Local Phone Number | 367-8254 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | FATH | |
Entity Common Stock, Shares Outstanding | 70,085,417 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Warrants To Purchase Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | FATH.WS | |
Title of 12(b) Security | Warrants to purchase Class A common stock | |
Security Exchange Name | NYSE | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 65,547,589 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Current assets | |||
Cash | $ 10,733 | $ 10,713 | |
Accounts receivable, net | [1] | 24,496 | 28,641 |
Inventory | 17,177 | 15,718 | |
Prepaid expenses and other current assets | 2,618 | 3,588 | |
Total current assets | 55,024 | 58,660 | |
Property and equipment, net | 48,384 | 47,703 | |
Right-of-use lease assets, net | 12,034 | 12,565 | |
Intangible assets, net | 242,342 | 251,412 | |
Other non-current assets | 144 | 175 | |
Total assets | 357,928 | 370,515 | |
Current liabilities | |||
Accounts payable | [2] | 10,311 | 7,982 |
Accrued expenses | 8,155 | 8,176 | |
Current lease liability | 2,233 | 2,374 | |
Other current liabilities | 3,478 | 4,828 | |
Current portion of debt, net | 49,167 | 42,744 | |
Total current liabilities | 73,344 | 66,104 | |
Long-term debt, net | 109,551 | 114,327 | |
Fathom earnout shares liability | 808 | 5,960 | |
Sponsor earnout shares liability | 137 | 930 | |
Warrant liability | 600 | 2,780 | |
Payable to related parties pursuant to the tax receivable agreement (includes $4,050 and $4,000 at fair value, respectively) | 28,263 | 25,360 | |
Noncurrent lease liability | 10,285 | 11,083 | |
Total liabilities | 222,988 | 226,544 | |
Commitments and Contingencies: | |||
Contingently Redeemable Preferred Equity: | |||
Redeemable non-controlling interest in Fathom OpCo | 80,059 | 92,207 | |
Shareholders’ equity | |||
Preferred Stock, $0.0001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 0 | 0 | |
Additional paid-in-capital | 592,068 | 587,941 | |
Accumulated other comprehensive loss | (107) | (107) | |
Accumulated deficit | (537,094) | (536,084) | |
Shareholders' equity attributable to Fathom Digital Manufacturing Corporation | 54,881 | 51,764 | |
Total Liabilities, Shareholders' Equity and Redeemable Non-Controlling Interest | 357,928 | 370,515 | |
Class A Common Stock [Member] | |||
Shareholders’ equity | |||
Common stock | 7 | 7 | |
Class B Common Stock [Member] | |||
Shareholders’ equity | |||
Common stock | 7 | 7 | |
Class C Common Stock [Member] | |||
Shareholders’ equity | |||
Common stock | $ 0 | $ 0 | |
[1] Inclusive of allowance for expected credit losses of $ 570 as of June 30, 2023 and allowance for doubtful accounts of $ 876 as of December 31, 2022, respectively Inclusive of accounts payable to related parties o f $ 1,021 and $ 1,007 as of June 30, 2023 and December 31, 2022, respectively |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Common stock, shares authorized (in shares) | 500,000,000 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Allowance for expected credit losses | $ 570 | $ 876 |
Fair value of payable to related parties pursuant to the tax receivable agreement | 4,050 | 4,000 |
Accounts payable, Related parties, Current | $ 1,021 | $ 1,007 |
Class A Common Stock [Member] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 70,085,417 | 65,808,764 |
Common stock, shares outstanding | 70,085,417 | 65,808,764 |
Class B Common Stock [Member] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 180,000,000 | 180,000,000 |
Common stock, shares issued (in shares) | 66,547,589 | 70,153,051 |
Common stock, shares outstanding | 66,547,589 | 70,153,051 |
Class C Common Stock [Member] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, shares issued (in shares) | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Revenue | $ 34,474 | $ 41,985 | $ 69,481 | $ 82,526 | |
Cost of revenue | [1],[2],[3] | 23,940 | 26,437 | 47,002 | 54,981 |
Gross profit | 10,534 | 15,548 | 22,479 | 27,545 | |
Operating expenses | |||||
Selling, general, and administrative | 9,445 | 11,617 | 20,217 | 26,381 | |
Depreciation and amortization | 4,643 | 4,452 | 9,218 | 8,968 | |
Restructuring | 1,406 | 2,056 | |||
Total operating expenses | 15,494 | 16,069 | 31,491 | 35,349 | |
Operating loss | (4,960) | (521) | (9,012) | (7,804) | |
Interest expense and other (income) expense | |||||
Interest expense | 3,959 | 1,858 | 7,429 | 3,332 | |
Other expense | 65 | 129 | 138 | 195 | |
Other income | (1,784) | (36,108) | (8,103) | (63,223) | |
Total interest expense and other (income) expense, net | 2,240 | (34,121) | (536) | (59,696) | |
Net (loss) income before income tax | (7,200) | 33,601 | (8,476) | 51,892 | |
Income tax expense (benefit) | 64 | (683) | 119 | (1,386) | |
Net (loss) income | (7,264) | 34,284 | (8,595) | 53,278 | |
Net loss attributable to Fathom OpCo non-controlling interest | (4,139) | (442) | (7,585) | (5,702) | |
Net (loss) income attributable to controlling interest | (3,125) | 34,726 | (1,010) | 58,980 | |
Comprehensive (loss) income: | |||||
(Loss) from foreign currency translation adjustments | (107) | ||||
Comprehensive (loss) income, net of tax | $ (3,125) | $ 34,726 | $ (1,010) | $ 58,873 | |
Class A Common Stock [Member] | |||||
Net (loss) income per share attributable to shares of Class A common stock | |||||
Basic | $ (0.04) | $ 0.66 | $ (0.01) | $ 1.14 | |
Diluted | $ (0.02) | $ 0.26 | $ (0.01) | $ 0.44 | |
Weighted average shares outstanding | |||||
Basic | 69,703,407 | 52,259,885 | 68,382,896 | 51,530,961 | |
Diluted | 136,302,053 | 135,524,773 | 136,213,635 | 135,305,168 | |
[1] Inclusive of $ 1,822 and $ 1,541 of depreciation and amortization for the three months ended June 30, 2023 and June 30, 2022, respectively; and of $ 3,325 and $ 3,236 fo r the six months ended June 30, 2023 and June 30, 2022, respectively; Inclusive of $ 0 and $ 0 of inventory step-up amortization for the three months ended June 30, 2023 and June 30, 2022, respectively, and $ 0 and $ 3,241 for the six months ended June 30, 2023 and June 30, 2022, respectively Inclusive of $ 2,346 and $ 1,852 of cost of revenue related to inventory purchases from a related party for the three months ended June 30, 2023 and June 30, 2022, respectively; and $ 4,078 and $ 4,137 for the six months ended June 30, 2023 and June 30, 2022, respectively; and |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Cost, depreciation and amortization | $ 1,822 | $ 1,541 | $ 3,325 | $ 3,236 |
Inventory step up amortization | 0 | 0 | 0 | 3,241 |
Related Party [Member] | ||||
Cost, inventory purchases from related party | $ 2,346 | $ 1,852 | $ 4,078 | $ 4,137 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Shareholders' Equity and Redeemable Non-Controlling Interest (Unaudited) - USD ($) $ in Thousands | Total | Revision of Prior Period, Accounting Standards Update, Adjustment | Common Stock Class A Common Shares | Common Stock Class B Common Shares | Additional Paid-in Capital | Accumulated Deficit | Accumulated Deficit Revision of Prior Period, Accounting Standards Update, Adjustment | Acumulated Other Comprehensive Loss | Redeemable Non-controlling Interest |
Shareholders' equity beginning balance at Dec. 31, 2021 | $ 418,777 | $ 5 | $ 8 | $ 466,345 | $ (47,581) | ||||
Shareholders' equity beginning balance (in shares) at Dec. 31, 2021 | 50,785,656 | 84,294,971 | |||||||
Opening Balance, Value, Redeemable Noncontrolling Interest at Dec. 31, 2021 | $ 841,982 | ||||||||
Equity based compensation | 2,130 | 2,130 | |||||||
Accounting Standards Update [Extensible Enumeration] | us-gaap:AccountingStandardsUpdate201602Member | ||||||||
Shareholders' equity ending balance at Mar. 31, 2022 | $ 82 | $ 82 | |||||||
Net (loss) income | 24,258 | 24,258 | (5,259) | ||||||
Other comprehensive loss | (107) | $ (107) | |||||||
Shareholders' equity ending balance at Mar. 31, 2022 | 445,140 | $ 5 | $ 8 | 468,475 | (23,241) | (107) | 836,723 | ||
Shareholders' equity ending balance (in shares) at Mar. 31, 2022 | 50,785,656 | 84,294,971 | |||||||
Shareholders' equity beginning balance at Dec. 31, 2021 | 418,777 | $ 5 | $ 8 | 466,345 | (47,581) | ||||
Shareholders' equity beginning balance (in shares) at Dec. 31, 2021 | 50,785,656 | 84,294,971 | |||||||
Opening Balance, Value, Redeemable Noncontrolling Interest at Dec. 31, 2021 | 841,982 | ||||||||
Shareholders' equity ending balance at Jun. 30, 2022 | 557,614 | 546,223 | 11,485 | ||||||
Net (loss) income | 58,980 | ||||||||
Shareholders' equity ending balance at Jun. 30, 2022 | 557,614 | $ 6 | $ 7 | 546,223 | 11,485 | (107) | |||
Shareholders' equity ending balance (in shares) at Jun. 30, 2022 | 61,596,519 | 74,014,640 | |||||||
Closing Balance, Value, Redeemable Noncontrolling Interest at Jun. 30, 2022 | 749,615 | ||||||||
Shareholders' equity beginning balance at Mar. 31, 2022 | 445,140 | $ 5 | $ 8 | 468,475 | (23,241) | (107) | 836,723 | ||
Shareholders' equity beginning balance (in shares) at Mar. 31, 2022 | 50,785,656 | 84,294,971 | |||||||
Equity based compensation | 1,795 | 1,795 | |||||||
Shareholders' equity ending balance at Jun. 30, 2022 | 557,614 | 546,223 | 11,485 | ||||||
Net (loss) income | 34,726 | 34,726 | (442) | ||||||
Vesting of restricted shares, net of tax withholding | (2,258) | (2,258) | |||||||
Vesting of restricted shares, net of tax withholding (in shares) | 530,532 | ||||||||
Exchange of Class B common stock and Fathom Opco units | $ 1 | $ (1) | |||||||
Exchange of Class B common stock and Fathom Opco units (in shares) | 10,280,331 | (10,280,331) | |||||||
Non-controlling interest remeasurement | 86,666 | 86,666 | (86,666) | ||||||
Tax receivable agreement liability on capital transactions | (15,870) | (15,870) | |||||||
Tax impact of exchange of Class B common stock and Fathom Opco units | 7,415 | 7,415 | |||||||
Shareholders' equity ending balance at Jun. 30, 2022 | 557,614 | $ 6 | $ 7 | 546,223 | 11,485 | (107) | |||
Shareholders' equity ending balance (in shares) at Jun. 30, 2022 | 61,596,519 | 74,014,640 | |||||||
Closing Balance, Value, Redeemable Noncontrolling Interest at Jun. 30, 2022 | 749,615 | ||||||||
Shareholders' equity beginning balance at Dec. 31, 2022 | 51,764 | $ 7 | $ 7 | 587,941 | (536,084) | (107) | |||
Shareholders' equity beginning balance (in shares) at Dec. 31, 2022 | 65,808,764 | 70,153,051 | |||||||
Opening Balance, Value, Redeemable Noncontrolling Interest at Dec. 31, 2022 | 92,207 | 92,207 | |||||||
Equity based compensation | 1,093 | 1,093 | |||||||
Net (loss) income | 2,115 | 2,115 | (3,447) | ||||||
Vesting of restricted shares, net of tax withholding (in shares) | 277,480 | ||||||||
Exchange of Class B common stock and Fathom Opco units (in shares) | 3,460,270 | (3,460,270) | |||||||
Non-controlling interest remeasurement | 4,477 | 4,477 | (4,477) | ||||||
Tax receivable agreement liability on capital transactions | (2,500) | (2,500) | |||||||
Shareholders' equity ending balance at Mar. 31, 2023 | 56,949 | $ 7 | $ 7 | 591,011 | (533,969) | (107) | |||
Shareholders' equity ending balance (in shares) at Mar. 31, 2023 | 69,546,514 | 66,692,781 | |||||||
Closing Balance, Value, Redeemable Noncontrolling Interest at Mar. 31, 2023 | 84,283 | ||||||||
Shareholders' equity beginning balance at Dec. 31, 2022 | 51,764 | $ 7 | $ 7 | 587,941 | (536,084) | (107) | |||
Shareholders' equity beginning balance (in shares) at Dec. 31, 2022 | 65,808,764 | 70,153,051 | |||||||
Opening Balance, Value, Redeemable Noncontrolling Interest at Dec. 31, 2022 | 92,207 | 92,207 | |||||||
Shareholders' equity ending balance at Jun. 30, 2023 | 54,881 | ||||||||
Net (loss) income | (1,010) | ||||||||
Shareholders' equity ending balance at Jun. 30, 2023 | 54,881 | $ 7 | $ 7 | 592,068 | (537,094) | (107) | |||
Shareholders' equity ending balance (in shares) at Jun. 30, 2023 | 70,085,183 | 66,547,589 | |||||||
Closing Balance, Value, Redeemable Noncontrolling Interest at Jun. 30, 2023 | 80,059 | 80,059 | |||||||
Shareholders' equity beginning balance at Mar. 31, 2023 | 56,949 | $ 7 | $ 7 | 591,011 | (533,969) | (107) | |||
Shareholders' equity beginning balance (in shares) at Mar. 31, 2023 | 69,546,514 | 66,692,781 | |||||||
Opening Balance, Value, Redeemable Noncontrolling Interest at Mar. 31, 2023 | 84,283 | ||||||||
Equity based compensation | 1,239 | 1,239 | |||||||
Shareholders' equity ending balance at Jun. 30, 2023 | 54,881 | ||||||||
Net (loss) income | (3,125) | (3,125) | (4,139) | ||||||
Vesting of restricted shares, net of tax withholding (in shares) | 143,829 | ||||||||
Issuance of Class A shares under Employee Stock Purchase Plan | 86 | 86 | |||||||
Issuance of Class A shares under Employee Stock Purchase Plan (in shares) | 249,648 | ||||||||
Exchange of Class B common stock and Fathom Opco units (in shares) | 145,192 | (145,192) | |||||||
Non-controlling interest remeasurement | 85 | 85 | (85) | ||||||
Tax receivable agreement liability on capital transactions | (353) | (353) | |||||||
Shareholders' equity ending balance at Jun. 30, 2023 | 54,881 | $ 7 | $ 7 | $ 592,068 | $ (537,094) | $ (107) | |||
Shareholders' equity ending balance (in shares) at Jun. 30, 2023 | 70,085,183 | 66,547,589 | |||||||
Closing Balance, Value, Redeemable Noncontrolling Interest at Jun. 30, 2023 | $ 80,059 | $ 80,059 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Shareholders' Equity and Redeemable Non-Controlling Interest (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Jun. 30, 2022 |
Common Stock | Class A Common Shares | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock | Class B Common Shares | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities | ||
Net (loss) income attributable to controlling interest | $ (1,010) | $ 58,980 |
Adjustments to reconcile net (loss) income to net cash from operating activities: | ||
Depreciation and amortization | 12,543 | 12,204 |
Amortization of inventory step-up | 0 | 3,241 |
(Gain) Loss on disposal of property and equipment | (164) | |
Share-based compensation | 2,332 | 3,925 |
Noncash lease expense, net | 336 | 266 |
Deferred taxes | (2,199) | |
Bad debt expense | 68 | |
Non-controlling interest share of Fathom OpCo net loss | (7,585) | (5,701) |
Change in fair value of Fathom earnout shares liability | (5,152) | (36,610) |
Change in fair value of Sponsor earnout shares liability | (793) | (5,290) |
Change in fair value of warrant liability | (2,180) | (20,600) |
Change in fair value of tax receivable agreement | 50 | (200) |
Change in fair value of contingent consideration | (148) | |
Amortization of debt financing costs | 296 | 230 |
Changes in operating assets and liabilities that provided cash: | ||
Accounts receivable | 4,077 | (1,430) |
Inventory | (1,459) | (4,176) |
Prepaid expenses and other assets | 1,001 | 985 |
Accounts payable | 1,211 | (324) |
Accrued liabilities and other | (1,612) | 1,277 |
Net cash provided by operating activities | 2,123 | 4,266 |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (3,036) | (6,671) |
Net cash used in investing activities | (3,036) | (6,671) |
Cash Flows from Financing Activities | ||
Proceeds from revolving credit facility, net | 5,000 | |
Payments on debt | (3,126) | (1,562) |
Payments on finance leases | (162) | (157) |
Payment of debt issuance costs | (524) | |
Tax payment for shares withheld in lieu of taxes | (2,258) | |
Proceeds from issuance of common stock uder ESPP | 86 | |
Cash paid for contingent consideration | (341) | (2,750) |
Net cash provided by (used in) financing activities | 933 | (6,727) |
Effect of exchange rate changes on cash, and cash equivalents | (107) | |
Net increase (decrease) in cash | 20 | (9,239) |
Cash, beginning of period | 10,713 | 20,357 |
Cash, end of period | 10,733 | 11,118 |
Supplemental Cash Flows Information: | ||
Cash paid for interest | 6,601 | 1,686 |
Cash paid for taxes | 577 | |
Cash paid to related parties | 4,065 | 4,826 |
Significant Non-Cash Transactions: | ||
Property and equipment noncash transaction | 1,118 | 1,485 |
Right-of-use assets acquired through lease liabilities | $ 788 | $ 11,986 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Note 1. Nature of Business Fathom Digital Manufacturing Corporation (“Fathom”, "Successor", or the “Company”) was incorporated as a Delaware corporation on December 23, 2021. Fathom was previously named Altimar Acquisition Corp. II ("Altimar II") before deregistering as an exempted company in the Cayman Islands. Fathom, through its consolidated subsidiary, Fathom Holdco, LLC (“Fathom OpCo”), is a leading on-demand digital manufacturing platform in North America, providing comprehensive product development and manufacturing services to many of the largest and most innovative companies in the world. Fathom OpCo was formed on April 16, 2021 , as a limited liability company in accordance with the provisions of the Delaware Limited Liability Company Act, for the purpose of holding a 100 percent equity interest in MCT Group Holdings, LLC and its subsidiaries (“MCT Holdings”) and holding a 100 percent equity interest in Incodema Holdings, LLC and its subsidiaries (“Incodema Holdings”). Capitalized terms used but not otherwise defined herein have the meanings given to such terms in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, as amended by Amendment No.1. thereto (the "2022 Form 10-K"). |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Note 2. Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Fathom Digital Manufacturing Corporation and all majority-owned subsidiaries and entities in which a controlling interest is maintained. All significant intercompany transactions and balances have been eliminated in consolidation. The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim reports. Accordingly, they do not include all the information and notes required by GAAP for complete financial statements and should be read in conjunction with the audited financial statements included in our 2022 Form 10-K. The Company's annual reporting period is the calendar year. In the Company’s opinion, the unaudited condensed consolidated financial statements contain all adjustments, consisting of adjustments of a normal, recurring nature, necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year. The preparation of financial statements in accordance with GAAP requires management to make estimates, judgments, and assumptions that affect the amounts reported in the financial statements. Actual results may differ from those estimates, judgments, and assumptions. Amounts in the prior years' unaudited condensed consolidated financial statements are reclassified whenever necessary to conform to the current year's presentation. The condensed consolidated financial statements included in this Form 10-Q have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The reasonable probability of the Company being in non-compliance with the minimum EBITDA debt covenant requirements as of September 30, 2023, will require the Company to seek an amendment, waiver, or other changes to the Credit Agreement. At this time, we expect to be able to successfully complete one of these actions; however there is no assurance that we will be successful, and our inability to obtain on acceptable terms such relief would likely have a material adverse effect on the Company. This uncertainty raises substantial doubt about the Company’s ability to continue as a going concern within one year after the issuance date of the accompanying unaudited condensed consolidated financial statements. Recently Adopted Accounting Standards The FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments ("ASC 326"), which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments including trade receivables and available for sale debt securities. ASC 326 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The new standard was effective for the Company beginning January 1, 2023, and was applied using a modified retrospective transition method. The FASB subsequently issued other related ASUs that amend ASU No. 2016-13 to provide clarification and additional guidance. The Company concluded that the adoption of ASC 326 did not have a material impact on the condensed consolidated financial statements. |
Immaterial Error Correction of
Immaterial Error Correction of Previously Issued Financial Statements | 6 Months Ended |
Jun. 30, 2023 | |
Condensed Financial Information Disclosure [Abstract] | |
Immaterial Error Correction of Previously Issued Financial Statements | Note 3. Immaterial Error Correction of Previously Issued Financial Statements The Company has made certain adjustments to previously reported amounts for correcting immaterial errors in our unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2022. These adjustments corrected our income tax benefit (expense) and associated deferred tax liability or deferred tax asset due to completion of a comprehensive review of our opening tax basis acquired in the Business Combination. We evaluated these matters in accordance with SAB No. 99, Materiality and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements and determined that their related impact was not material to the financial statements for any prior annual or interim periods. The Company will correct previously reported financial information for these immaterial matters in our future filings, as applicable. These corrections of immaterial errors do not have any impact on the previously reported financial information for the fiscal year ended December 31, 2022. In addition, we made an adjustment to correct an immaterial presentation error regarding the effect of exchange rate changes on cash in our unaudited condensed consolidated statements of cash flows. A summary of the adjustments to our prior period unaudited condensed consolidated statement of comprehensive income (loss) is presented below: Three Months Ended June 30, 2022 As Reported Adjustments As Adjusted Net income before income tax $ 33,601 $ - $ 33,601 Income tax benefit ( 378 ) ( 305 ) ( 683 ) Net income 33,979 ( 305 ) 34,284 Net loss attributable to Fathom OpCo non-controlling interest ( 442 ) - ( 442 ) Net income attributable to controlling interest 34,421 ( 305 ) 34,726 Comprehensive income (loss): Loss from foreign currency translation adjustments - - - Comprehensive income, net of tax $ 34,421 $ ( 305 ) $ 34,726 Six Months Ended June 30, 2022 As Reported Adjustments As Adjusted Net income before income tax $ 51,892 $ - $ 51,892 Income tax expense (benefit) 79 ( 1,465 ) ( 1,386 ) Net income 51,813 ( 1,465 ) 53,278 Net loss attributable to Fathom OpCo non-controlling interest ( 5,702 ) - ( 5,702 ) Net income attributable to controlling interest 57,515 ( 1,465 ) 58,980 Comprehensive income (loss): Loss from foreign currency translation adjustments ( 107 ) - ( 107 ) Comprehensive income, net of tax $ 57,408 $ ( 1,465 ) $ 58,873 The following table presents the effect of the adjustments to our prior period unaudited condensed consolidated statement of cash flows. Six Months Ended June 30, 2022 As Reported Adjustments As Adjusted Cash Flows from Operating Activities Net income $ 57,515 $ 1,465 $ 58,980 Adjustments to reconcile net income to net cash from operating activities: Deferred taxes ( 734 ) ( 1,465 ) ( 2,199 ) Foreign currency translation adjustment ( 107 ) 107 - Net cash provided by operating activities 4,159 107 4,266 Net cash used in investing activities ( 6,671 ) - ( 6,671 ) Net cash used in financing activities ( 6,727 ) - ( 6,727 ) Effect of exchange rate changes on cash, and cash equivalents - ( 107 ) ( 107 ) Net decrease in cash $ ( 9,239 ) $ - $ ( 9,239 ) The following table presents the effect of the adjustments to our prior period unaudited condensed consolidated statement of shareholders' equity and redeemable non-controlling interest. June 30, 2022 As Reported Adjustments As Adjusted Accumulated deficit $ 9,913 $ 1,572 $ 11,485 Additional paid-in-capital 554,159 ( 7,936 ) 546,223 Other comprehensive loss - ( 107 ) ( 107 ) Total equity attributable to Fathom 564,085 ( 6,471 ) 557,614 |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 4. Revenue The Company accounts for revenue in accordance with ASC 606 . Revenue is recognized in five steps. The Company identifies the contract with the customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to the performance obligations, and recognizes revenue when (or as) each performance obligation is satisfied. Collectability is a required component of a valid contract. The Company assesses collectability based on a number of factors, including the customer’s past payment history and current creditworthiness. If collectability is not considered probable at inception, the Company would recognize revenue upon cash collection. The Company provides high quality, advanced rapid prototyping, precision manufacturing and finishing services in low-to-mid volume production scenarios. The Company’s suite of on-demand digital manufacturing services includes additive manufacturing, machining, and molding technologies as well as sheet metal cutting, etching, and forming solutions for customers in the aerospace and defense, electronics, medical, automotive, consumer, and industrial industries, among others. As a result, the majority of revenue recognized in a reporting period is based on completed, invoiced contracts. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606. Substantially all of the Company’s Additive Manufacturing, CNC Machining, Urethane Casting, Precision Sheet Metal, and Chemical Etching contracts have a single performance obligation. The majority of the Company’s injection molding contracts have multiple performance obligations including one obligation to produce the mold and sample part and a second obligation to produce production parts. For injection molding contracts with multiple performance obligations, the Company allocates revenue to each performance obligation based on its relative standalone selling price. For the year ended December 31, 2022, and the three months ended March 31, 2023, the Company was not able to support over time revenue recognition for performance obligations to produce the mold and sample part and therefore recognized revenue for each performance obligation on a point-in time basis upon shipment. Effective for the three months ended June 30, 2023, the Company has enabled additional processes and controls to support recognizing revenue using the input method basis for those performance obligations where appropriate. This change in revenue recognition policy is immaterial to the overall financial statements in all periods included in this Form 10-Q. Revenue by product line for the three and six months ended June 30, 2023 and June 30, 2022 are as follows: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Revenue: Additive Manufacturing $ 3,287 $ 4,410 $ 6,875 $ 8,559 Injection Molding 6,064 7,093 10,743 13,908 CNC Machining 13,240 14,584 27,470 27,910 Precision Sheet Metal 10,164 14,751 20,547 29,434 Ancillary Product Lines 1,719 1,147 3,846 2,715 Total revenue $ 34,474 $ 41,985 $ 69,481 $ 82,526 |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 5. Inventories Inventory consists primarily of finished goods, raw materials, and work in process, which are recorded at the lower of cost or net realizable value, which approximates first-in, first-out (“FIFO”) cost. The Company periodically reviews its inventory for slow-moving, damaged, and discontinued items and provides allowances to reduce such items identified to their net recoverable amounts. The Company’s inventory consisted of the following at June 30, 2023, and December 31, 2022: June 30, 2023 December 31, 2022 Raw materials $ 8,474 $ 4,201 Work in process 6,658 7,042 Finished goods 2,556 5,381 17,688 16,624 Allowance for obsolescence ( 511 ) ( 906 ) Total $ 17,177 $ 15,718 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6. Property and Equipment Property and equipment consisted of the following as of June 30, 2023, and December 31, 2022: June 30, 2023 December 31, 2022 Estimated Useful Life Machinery and equipment $ 42,314 $ 39,516 6 - 10 Furniture and fixtures 3,628 3,100 10 Computer hardware 360 374 5 Property and leasehold improvements 7,052 6,839 3 - 23 Construction in progress 3,952 3,893 n/a Auto / transportation equipment 319 312 3 Total 57,625 54,034 Accumulated depreciation ( 9,241 ) ( 6,331 ) Total $ 48,384 $ 47,703 Depr eciation expense included in operating expenses for the three months ended June 30, 2023, and June 30, 2022 was $ 322 and $ 138 , respectively, and $ 577 and $ 274 for the six months ended June 30, 2023 and June 30, 2022, respectively. Depreciation expense included in cost of revenues for the three months ended June 30, 2023 and June 30, 2022 was $ 1,607 and $ 1,326 , respectively, and $ 2,895 and $ 2,791 for the six months ended June 30, 2023 and June 30, 2022, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Note 7. Intangible Assets, net Intangible assets, net consisted of the following: June 30, 2023 Gross Accumulated Amortization Net Useful Life (in years) Trade name $ 70,000 $ ( 7,115 ) $ 62,885 15 Customer relationships 180,000 ( 14,444 ) 165,556 19 Developed software 4,300 ( 1,311 ) 2,989 5 Developed technology 15,700 ( 4,788 ) 10,912 5 Total intangible assets $ 270,000 $ ( 27,658 ) $ 242,342 December 31, 2022 Gross Accumulated Amortization Net Useful Life (in years) Trade name $ 70,000 $ ( 4,782 ) $ 65,218 15 Customer relationships 180,000 ( 9,707 ) 170,293 19 Developed software 4,300 ( 881 ) 3,419 5 Developed technology 15,700 ( 3,218 ) 12,482 5 Total intangible assets $ 270,000 $ ( 18,588 ) $ 251,412 Aggregate amortization expense related to intangible assets was $ 4,535 and $ 4,535 for the three months ended June 30, 2023 and June 30, 2022, respectively, and $ 9,070 and $ 9,139 for the six months ended June 30, 2023 and June 30, 2022, respectively. There are no intangible assets with indefinite useful lives . The following table represents the estimated aggregate amortization expense for each of the five succeeding fiscal calendar years and thereafter. Year ended Total Remaining 2023 $ 9,070 2024 18,140 2025 18,140 2026 18,041 2027 14,140 Thereafter 164,811 Total $ 242,342 |
Reorganization
Reorganization | 6 Months Ended |
Jun. 30, 2023 | |
Reorganizations [Abstract] | |
Reorganization | Note 8. Reorganization In July 2022, the Company's Board of Directors approved a reorganization plan (the "Reorganization") designed to consolidate the Company’s national footprint, streamline legacy leadership, and centralize core business functions following the completion of 13 acquisitions by Fathom since 2019. Pursuant to the Reorganization, the Company intended to: • Consolidate its existing facility in Oakland, California into Fathom headquarters in Hartland, Wisconsin, improving utilization and reducing costs; • Establish a Fathom technology center in Fremont, California that will focus on new and emerging technologies, specifically in the additive market; and • Consolidate leadership and other roles through a net workforce reduction of approximately 6 %, create an accounting shared service organization to streamline company-wide processes and create economies of scale while pursuing additional shared-service systems in other administrative functions. The Company completed the workforce reductions and the relocation of its Oakland, California facility to Hartland, Wisconsin location during the fourth quarter of 2022. On February 17, 2023, the Company committed to additional actions to continue and expand the reorganization plan, including consolidating our Austin, Texas facilities, reducing the Company’s workforce by an additional 14 % to respond to market conditions and prioritizing investments and operations in line with near-term revenue generation. The Company is substantially complete with all actions associated with the reorganization plan and will record any remaining activity during the third quarter of 2023. Reorganizing charges, are presented on the face of our condensed consolidated statement of comprehensive income (loss) as an operating expense and were $ 1,406 , inclusive of inventory write-off of $ 1,112 , and $ 0 for the three months ended June 30. 2023 and June 30, 2022, respectively. Reorganization charges were $ 2,056 , inclusive of inventory write-off of $ 1,112 , and $ 0 for the six months ended June 30, 2023 and June 30, 2022, respectively. The following table summarizes activity in the liability related to the Company's reorganization plan. Liability balance at December 31, 2022 $ 412 Charges 668 Payments ( 820 ) Liability balance at June 30, 2023 $ 260 The reorganization liability is included as part of other current liabilities in the unaudited condensed consolidated balance sheet and as of June 30, 2023 and consists of unpaid employee termination costs of $ 208 . |
Warrant Liability
Warrant Liability | 6 Months Ended |
Jun. 30, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant Liability | Note 9. Warrant Liability As of June 30, 2023, the Company had 8,624,320 Public Warrants outstanding with a fair value price of $ 0.01 per Public Warrant, and 9,900,000 Private Placement Warrants outstanding with a fair value price of $ 0.05 per Private Placement Warrant. Each reporting period the public and private warrants are fair valued with the change in the fair value being recognized in the unaudited condensed consolidated statement of comprehensive income (loss). The change in the fair value was $ 400 and $ 12,500 for the three months ended June 30, 2023, and June 30, 2022, respectively and $ 2,180 and $ 20,600 for the six months ended June 30, 2023 and June 30, 2022, respectively, and is recognized in other income in the unaudited condensed consolidated statement of comprehensive income (loss). The below table summarizes the number of outstanding warrants and their fair values as of June 30, 2023, and December 31, 2022. See Note 16, Fair Value Measurement, for further information. Fair Value # of Warrants June 30, 2023 Public Warrants $ 78 8,624,320 Private Placement Warrants $ 522 9,900,000 Fair Value # of Warrants December 31, 2022 Public Warrants $ 720 8,624,320 Private Placement Warrants $ 2,060 9,900,000 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 10. Debt On December 23, 2021, Fathom OpCo entered into a new Credit Agreement (as amended, the "Credit Agreement"), which included a $ 50,000 revolving credit facility and $ 125,000 term loan. The Company's borrowings under the revolving credit facility were $ 42,000 and $ 37,000 at June 30, 2023, and December 31, 2022, respectively. The loans made under the New Credit Agreement will mature in December 2026 . On November 10, 2022, the Company entered into an amendment (the "First Amendment") to the Credit Agreement. The First Amendment modified our financial covenants and also replaced the Adjusted LIBO Rate as an interest election with Term SOFR plus 0.10%. On March 24, 2023, the Company entered into an additional amendment (the “Second Amendment”) to the Credit Agreement. The Second Amendment modified our financial covenants as disclosed in Note 11 - "Debt" of our 2022 Annual Report on Form 10-K. The Company recorded aggregate deferred financing costs of $ 2,763 in conjunction with the Credit Agreement and the balance of such costs is presented net within current portion of long-term debt, net and long-term debt, net on the Company's condensed consolidated balance sheets. The Company amortizes the deferred financing costs using the effective interest method. The revolving credit facility under the Credit Agreement is available for working capital and other general corporate purposes and includes a letter of credit sub-facility of up to $ 5,000 . The Credit Agreement also includes an uncommitted incremental facility, which, subject to certain conditions, provides for additional term loan facilities, an increase in commitments under the Credit Agreement and/or an increase in commitments under the revolving credit facility, in an aggregate amount of up to $ 100,000 . The Company is subject to various financial covenants under the Credit Agreement, including minimum EBITDA and minimum liquidity. For the period ending June 30, 2023, the Company was in compliance with all debt covenants of the Credit Agreement. The Credit Agreement calls for the minimum EBITDA requirement to increase for the nine months ended September 30, 2023, and again for the twelve months ended December 31, 2023. Based on our most recent financial forecast, it is reasonably probable that we will be in non-compliance with the minimum EBITDA requirement as of September 30, 2023, and we likely will need to seek covenant relief or modifications from the lenders. Failure to comply with the covenants contained in our Credit Agreement, if not waived or further amended on acceptable terms, could give rise to an event of default and, if not cured, entitle the lenders to accelerate the indebtedness outstanding thereunder and terminate our ability to borrow in the future under the Credit Agreement. At this time, we expect to be able to successfully complete one of these actions. See Note 2, Basis of Presentation, for further information. The Company expects to meet the minimum liquidity covenant as of September 30, 2023, and December 31, 2023. The Company’s debt as of June 30, 2023, and December 31, 2022 is as follows: As of June 30, 2023 As of December 31, 2022 Debt Description Interest Rate Amount Interest Rate Amount Credit Agreement Revolver 8.75 % 42,000 8.20 % 37,000 Credit Agreement Term Loan 9.00 % 118,750 8.43 % 121,875 Total principal long-term debt 160,750 158,875 Debt issuance costs ( 2,032 ) ( 1,804 ) Total debt 158,718 157,071 Less: current portion of long-term debt 49,167 42,744 Long-term debt, net of current portion $ 109,551 $ 114,327 Interest on all debt is payable in 90-day increments, with the unpaid amount due upon maturity. Interest expense associated with long-term debt was $ 3,959 and $ 1,843 for the three months ended June 30, 2023 and June 30, 2022, respectively, and $ 7,429 and $ 3,316 for the six months ended June 30, 2023 and June 30, 2022, respectively. Included in interest expense, net on the accompanying unaudited condensed consolidated statements of comprehensive (loss) income is amortization of debt issuance costs was $ 166 , and $ 130 for the three months ended June 30, 2023 and June 30, 2022, respectively, and $ 296 and $ 230 for the six months ended June 30, 2023 and June 30, 2022, respectively. In December 2022, the Company entered into a financing agreement through its insurance broker to spread the payment of its annual director’s and officer’s insurance premium over a ten-month period. Total financed payments of $ 1,265 , including a $ 35 financing fee at 6.13 % annual rate, will be made between January 2023 and October 2023. As of June 30, 2023, the Company recognized $ 801 of prepaid assets and $ 500 of other current liabilities in the unaudited condensed consolidated balance sheet. The Company recognized $ 404 and $ 808 of insurance expense in selling, general and administrative ("SG&A") expenses for the three and six months ended June 30, 2023, respectively. |
Other (Income) Expense
Other (Income) Expense | 6 Months Ended |
Jun. 30, 2023 | |
Other Income and Expenses [Abstract] | |
Other (Income) Expense | Note 11. Other (Income) Expense Other income and expense, net consists of the following for the three and six months ended June 30, 2023, and June 30, 2022: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Change in fair value of TRA $ - $ - $ 50 $ - Other 65 129 88 195 Other expense $ 65 $ 129 $ 138 $ 195 Change in fair value of Earnout Shares ( 1,115 ) ( 22,930 ) ( 5,945 ) ( 41,900 ) Change in fair value of Warrants ( 400 ) ( 12,500 ) ( 2,180 ) ( 20,600 ) Change in fair value of TRA ( 250 ) ( 200 ) - ( 200 ) Other ( 19 ) ( 478 ) 22 ( 523 ) Other income $ ( 1,784 ) $ ( 36,108 ) $ ( 8,103 ) $ ( 63,223 ) |
Shared Based Compensation
Shared Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Shared Based Compensation | Note 12. Shared Based Compensation On December 23, 2021, the Company adopted the Fathom Digital Manufacturing 2021 Omnibus Incentive Plan (the "2021 Omnibus Plan") to encourage the profitability and growth of the Company through short-term and long-term incentives to employees that are consistent with the Company's objectives. The 2021 Omnibus Plan provides that the Company may grant options, stock appreciation rights, restricted shares, restricted stock units, performance-based awards (including performance-based restricted shares and restricted stock units), other share-based awards, other cash-based awards, and any combination of the foregoing. Stock Options The following table represents stock option activity for the period ended June 30, 2023. Number of Shares Weighted Average Exercise Price per Share Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2023 317,091 $ 8.71 6.17 $ - Granted 1,619,695 0.32 - - Exercised - - - - Forfeited ( 11,522 ) 8.89 - - Expired - - - - Non-vested at June 30, 2023 1,925,264 $ 1.89 6.54 $ - Exercisable at June 30, 2023 105,697 $ 8.71 5.36 - At June 30, 2023, there was approximately $ 1,368 of total unrecognized compensation cost related to unvested stock options granted under the 2021 Omnibus Plan. That cost is expected to be recognized over a weighted average period o f 2.07 ye ars as of June 30, 2023. The Company uses authorized and unissued shares to satisfy share award exercises. Restricted Stock Units A summary of the status of the Company's restricted stock unit activity and the changes during the six months ended June 30, 2023, are as follows: Shares Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Non-vested at January 1, 2023 6,182,337 $ 9.28 $ - Granted 3,201,376 0.52 - Vested ( 304,104 ) 8.67 - Forfeited ( 451,398 ) 8.01 - Non-vested at June 30, 2023 8,628,211 $ 6.01 $ - At June 30, 2023, there was approximatel y $ 7,483 of total unrecognized compensation cost related to unvested restricted stock units granted under the 2021 Omnibus Plan. That cost is expected to be reco gnized over a weighted average period of 1.95 years as of June 30, 2023. Share Based Compensation Expense Share based compensation was $ 1,239 and $ 1,795 for the three months ended June 30, 2023, and June 30, 2022, respectively, and $ 2,332 and $ 3,925 for the six months ended June 30, 2023 and June 30, 2022, respectively. Employee Stock Purchase Plan The Company's 2022 Employee Stock Purchase Plan (ESPP) allows eligible employees to purchase a variable number of shares of our common stock during each offering period at a discount through payroll deductions of up to 15 % of their eligible compensation, subject to plan limitations. The ESPP provides for six-month offering periods with a single purchase period. At the end of each offering period, employees are able to purchase shares at 85 % of the lower of the fair market value of our common stock on the first trading day of the offering period or on the last trading day of the offering period. We determine the fair value of stock-based compensation related to our ESPP in accordance with ASC 718 using the component measurement approach and the Black-Scholes standard option pricing model. Employees purchased 249,648 shares of common stock under the ESPP at an average exercise price of $ 0.345 during the six months ended June 30, 2023. As of June 30, 2023, 966,911 shares remained available for future issuance under the ESPP. We calculate the fair value of the shares under the ESPP using a Black-Scholes option valuation model. Expected volatilities are based upon a selection of public guideline companies. The risk-free rate was based upon U.S. Treasury rates. The fair value of each offering period was estimated using the Black-Scholes option pricing model with the following assumptions: Six Months Ended June 30, 2023 Expected term (years) 0.5 - 1.5 Expected volatility 77.5 % Expected dividend yield 0.0 % Risk-free interest rate 4.10 % Fair value of share $ 1.32 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Unit [Abstract] | |
Earnings Per Share | Note 13. Earnings Per Share Basic net earnings per share is computed based on the weighted average number of common shares outstanding. Diluted net earnings per share is computed based on the weighted average number of common shares outstanding, increased by the number of any additional shares that would have been outstanding had any potentially dilutive common shares been issued and reduced by the number of shares the Company could have repurchased from the proceeds from issuance of the potentially dilutive shares. Only the Company's Class A common stock participates in the Company’s undistributed earnings. As such, the Company’s undistributed earnings are allocated entirely to shares of Class A common stock based on the weighted Class A common stock outstanding. The Company's basic and diluted earnings per share calculation is as follows: Three Months Ended Six Months Ended 2023 2022 2023 2022 Class A Class A Class A Class A Numerator Net (loss) income $ ( 7,264 ) $ 34,284 $ ( 8,595 ) $ 53,278 Less: Net loss attributable to non-controlling interests ( 4,139 ) ( 442 ) ( 7,585 ) ( 5,702 ) Net (loss) income attributable to Class A common stock $ ( 3,125 ) $ 34,726 $ ( 1,010 ) $ 58,980 Denominator Basic - weighted-average shares outstanding 69,703,407 52,259,885 68,382,896 51,530,961 Effect of dilutive securities Assumed exchange for shares of Class A common stock 66,598,646 83,264,888 67,830,739 83,774,207 Diluted - weighted-average shares outstanding: 136,302,053 135,524,773 136,213,635 135,305,168 Net income per share Basic $ ( 0.04 ) $ 0.66 $ ( 0.01 ) $ 1.14 Diluted $ ( 0.02 ) $ 0.26 $ ( 0.01 ) $ 0.44 |
Shareholders' Equity and Noncon
Shareholders' Equity and Noncontrolling Interest | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Shareholders' Equity and Noncontrolling Interest | Note 14. Shareholders' Equity and Non-controlling Interest The Company’s equity consists of a total of 500,000,000 authorized shares across all classes of capital stock. The 500,000,000 authorized shares consist of 10,000,000 authorized shares of preferred stock with a par value of $ 0.0001 per share, 300,000,000 authorized shares of Class A common stock with a par value of $ 0.0001 per share, 180,000,000 shares of Class B common stock with a par value of $ 0.0001 par value per share, and 10,000,000 shares of Class C common stock with a par value of $ 0.0001 per share. Under its charter, the Company is not permitted to issue any shares of Class C common stock. As of June 30, 2023, the Company had no outstanding shares of Preferred Stock, 69,835,535 outstanding shares of Class A common stock, 66,547,589 outstanding shares of Class B common stock, and no outstanding shares of Class C common stock. The table below demonstrates the calcul ation of the comprehensive loss attributable to the non-controlling interest holders for the three and six months ended June 30, 2023, and June 30, 2022. Three Months Ended Six Months Ended 2023 2022 2023 2022 Fathom OpCo comprehensive loss $ ( 8,495 ) $ ( 808 ) $ ( 16,079 ) $ ( 9,884 ) Non-controlling interest percentage 48.7 % 54.8 % 48.7 % 54.8 % Comprehensive loss attributable to noncontrolling interest $ ( 4,139 ) $ ( 442 ) $ ( 7,585 ) $ ( 5,702 ) |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Lessee Disclosure [Abstract] | |
Leases | Note 15. Leases The Company leases certain manufacturing facilities, office space, and equipment and determines if an arrangement is a lease at inception. Amounts associated with operating leases and financing leases are included in right-of-use lease assets (“ROU assets”), current lease liabilities and long-term lease liabilities in the Company's unaudited condensed consolidated balance sheet. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. If the leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The incremental borrowing rate is determined using a portfolio approach based on the rate of interest that we would pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The Company uses quoted interest rates obtained from financial institutions as an input to derive its incremental borrowing rate as the discount rate for the lease. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and we recognize lease expense for these leases on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, we combine lease and non-lease components. Certain leases include one or more options to renew, with renewal terms that can extend the lease term from one to 10 years or more, and the exercise of lease renewal options under these leases is at our sole discretion. Lease terms include the non-cancellable portion of the underlying leases along with any reasonably certain lease periods associated with available renewal periods. Certain of the Company’s operating leases include variable rental payments based on a percentage change of certain Consumer Price Index. Variable rental payments are recognized in the condensed consolidated statement of comprehensive income (loss) in the period in which the obligation for those payments is incurred. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Balance Sheet Location June 30, 2023 December 31, 2022 Assets Operating Prepaid expenses and other current assets $ 209 $ 143 Operating Right-of-use operating lease assets, net 9,895 10,312 Financing Right-of-use financing lease assets, net 2,139 2,253 Total lease assets $ 12,243 $ 12,708 Liabilities Current Operating Current operating lease liability $ 2,022 $ 2,174 Financing Current financing lease liability 211 200 Non-Current Operating Long-term operating lease liability 8,269 8,958 Financing Long-term financing lease liability 2,016 2,125 Total lease liabilities $ 12,518 $ 13,457 The following table sets forth our lease costs included in our unaudited condensed consolidated statement of comprehensive income: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Operating lease cost $ 706 $ 817 $ 1,495 $ 1,620 Short-term lease cost - 4 - 8 Financing lease cost: - Amortization of ROU assets 75 54 131 108 Interest on lease liabilities 42 34 74 69 Sublease income ( 34 ) ( 34 ) ( 68 ) ( 68 ) Total lease costs $ 789 $ 875 $ 1,632 $ 1,737 June 30, 2023 June 30, 2022 Weighted-average remaining lease term (years) 6.2 3.6 Operating 7.5 8.6 Financing Weighted-average discount rate Operating 5.7 % 4.2 % Financing 5.6 % 5.6 % Maturities of Leases Operating Leases Financing Leases Total Remaining 2023 $ 1,348 $ 164 $ 1,512 2024 2,469 335 2,804 2025 2,092 346 2,438 2026 1,634 356 1,990 2027 1,428 365 1,793 Thereafter 3,807 1,200 5,007 Total future lease payments 12,778 2,766 15,544 Less: Discount 2,487 539 3,026 Present value of lease liability $ 10,291 $ 2,227 $ 12,518 |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Note 16. Fair Value Measurement The fair value of the Company’s financial assets and liabilities reflects the Company’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 — Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3 — Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of June 30, 2023. Fair Value Measurements as of June 30, 2023 Description Level 1 Level 2 Level 3 Total Liabilities: Tax Receivable Agreement $ - $ - $ 4,050 $ 4,050 Fathom OpCo acquisitions contingent consideration - - 359 359 Sponsor Earnout Shares Liability - - 137 137 Fathom Earnout Shares Liability - - 808 808 Warrant liability – Public Warrants 78 - - 78 Warrant liability – Private Placement Warrants - - 522 522 $ 78 $ - $ 5,876 $ 5,954 The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2022. Fair Value Measurements as of December 31, 2022 Description Level 1 Level 2 Level 3 Total Liabilities: Tax Receivable Agreement $ - $ - $ 4,000 $ 4,000 Fathom OpCo acquisitions contingent consideration - - 700 700 Sponsor Earnout Shares Liability - - 930 930 Fathom Earnout Shares Liability - - 5,960 5,960 Warrant liability – Public Warrants 720 - - 720 Warrant liability – Private Placement Warrants - - 2,060 2,060 $ 720 $ - $ 13,650 $ 14,370 The following table presents a reconciliation of the beginning and ending balances of recurring Level 3 fair value measurements. Level 3 liabilities Tax Receivable Agreement liability Fathom OpCo acquisitions contingent consideration Sponsor Earnout shares liability Fathom Earnout shares liability Warrant liability – Private Placement Warrants Total Balance at December 31, 2022 $ 4,000 $ 700 $ 930 $ 5,960 $ 2,060 $ 13,650 Payments - ( 341 ) - - - $ ( 341 ) Net (gain) loss (1) 50 - ( 793 ) ( 5,152 ) ( 1,538 ) $ ( 7,433 ) Ending balance at June 30, 2023 $ 4,050 $ 359 $ 137 $ 808 $ 522 $ 5,876 (1) Net gains on changes in recurring Level 3 fair value measurements are recognized in Other expense or Other income in our unaudited condensed consolidated statement of comprehensive income (loss). Valuation Methodologies for Fair Value Measurements Categorized within Level 3 Tax Receivable Agreement ("TRA") The fair value of the TRA is based on multiple inputs and assumptions input into a Monte Carlo simulation model. The significant inputs into this model are the following: a corporate tax rate of 26.9 %, an annual TRA payment date of February 17, existing non-controlling interest percentage of 48.7 %, initial amortization deductions of $ 46,070 , taxable income forecast by 2032 of $ 67,762 , a sell-down schedule which reflects the expected sale of New Fathom Units by legacy Fathom OpCo shareholders, a Class A common stock price as of June 30, 2022 of $ 0.41 , volatility of 79.0 %, correlation between taxable income and the Class A common stock price of 25 %, and a cost of debt of 10.74 %. Legacy Fathom OpCo Acquisitions Contingent Consideration The fair values for contingent consideration payable are determined by using a discounted cash flow approach with unobservable inputs and is classified as a Level 3 liability in the fair value hierarchy. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each entity to which the contingent consideration relates to, for example EBITDA targets for a given period. Earnout Shares Liability The Earnout Shares are accounted for as liabilities in the Company's condensed consolidated balance sheet. The fair values for the Earnout Shares are estimated using a Monte Carlo simu lation assuming Geometric Brownian Motion in a risk-neutral framework. The Monte Carlo simulation considers daily simulated stock prices as a proxy for the Company's daily volume-weighted average price ("VWAP"). The key inputs into the valuation of the Earnout Shares are an expected term of 3.48 years, a risk-free rate of 4.32 %, operating asset volatility of 69.7 %, and equity volatility of 119.9 %. The operating asset volatility and the equity volatility assumptions are based on a blended average of operating and equity volatility, respectively, of publicly traded companies within the Company's peer group. Warrant Liability The Public and Private Placement Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within Warrant liability in the accompanying unaudited condensed consolidated balance sheet as of June 30, 2023, and December 31, 2022. The Warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within a change in fair value of Warrant liabilities in the statement of comprehensive (loss) income. The Public Warrants are valued using a Monte Carlo simulation model; however, the inputs are calibrated such that the fair value of an individual Public Warrant is equal to the quoted and publicly traded prices for the Public Warrants. Since the fair value is based off quoted prices in an active market for identical instruments, the Public Warrants are considered to be a Level 1 fair value measurement. Since the Public Warrants are publicly traded, the price of the underlying Class A common stock, the remaining time until expiration, and the price of the Public Warrants are observable. The Monte Carlo simulation model is calibrated by adjusting the selected volatility until the value of the Public Warrants implied by the model is equal to the publicly traded Class A warrant price (Ticker: FATH.WS). The key inputs to the valuation of the Public Warrants include an expected term of 3.48 years, a strike price of $ 11.50 , an assumption that the warrants can be early redeemed when the price of the Company's Class A common stock exceeds $ 18.00 for any 20 trading days within a 30 -day trading period, and the warrants are assumed to remain outstanding until maturity unless they are redeemed early. The Private Placement warrants are valued using a Black-Scholes option pricing approach, which is considered to be a Level 3 fair value measurement. The volatility for the Private Placement warrants, a key input into the valuation, was estimated to be 102.0 % based on the publicly traded per share price of the Company's Class A common stock as of June 30, 2023. Other key inputs into the valuation include a term of 3.48 years, a strike price of $ 11.50 per share, and an assumption that the Private Placement warrants will remain outstanding until maturity since, unlike the Public Warrants, the Private Placement warrants are not redeemable. In instances whereby inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 17. Income Taxes The Company calculates the provision for income taxes during interim periods by applying an estimate of the forecasted annual effective tax rate for the full fiscal year to "ordinary" income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. The provision for income taxes was $ 64 for the three months ending June 30, 2023, compared to a tax benefit of ($ 683 ) for the three months ended June 30, 2022. The effective tax rate, including discrete items, was ( 0.89 %) for the three months ended June 30, 2023, compared to ( 2.03 %) for the three months ended June 30, 2022. The provision for income taxes was $ 119 for the six months ending June 30, 2023 compared to ($ 1,386 ) for the six months ended June 30, 2022. The effective tax rate, including discrete items, was ( 1.40 %) for the period ended June 30, 2023, compared to ( 2.67 %) for the six months ended June 30, 2022. The tax provision for the three and six months ended June 30, 2023, was impacted by permanent differences with respect to gains and losses recorded on the earnout share liabilities and warrant liabilities, partially offset by the changes in valuation allowance and non-controlling interest not subject to taxes. The Company evaluates the realizability of the deferred tax assets on a quarterly basis and establishes a valuation allowance when it is more likely than not that all or a portion of a deferred tax asset may not be realized. For the six months ended June 30, 2023, the Company made no material adjustments to its assertion that deferred tax assets are not more-likely than not to be realized. As of June 30, 2023, the Company did not recognize income tax expense or benefits associated with uncertain tax positions. |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 18. Commitments and Contingencies The Company is subject to various claims, lawsuits and other legal proceedings that arise in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material effect on the Company’s financial condition, comprehensive gain (loss) or cash flows. |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2023 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | Note 19. Variable Interest Entities B ased upon the criteria set forth in ASC 810, the Company consolidates variable interest entities (“VIEs”) in which it has a controlling financial interest and is therefore deemed the primary beneficiary. A controlling financial interest will have both of the following characteristics: (a) the power to direct the VIE activities that most significantly impact economic performance; and (b) the obligation to absorb the VIE losses and the right to receive benefits that are significant to the VIE. The Company has determined that Fathom OpCo meets the definition of a VIE and that the Company is the primary beneficiary of Fathom OpCo beginning on the date of the Business Combination, and therefore the Company must consolidate Fathom OpCo from the date of the Business Combination. The following table presents a summary of the total assets, liabilities, and shareholders' equity of the Company’s condensed consolidated VIE, which is comprised solely of Fathom OpCo. Period Ended June 30, 2023 Period Ended December 31, 2022 Total assets $ 357,657 $ 370,245 Total liabilities 193,180 191,514 Total equity 164,477 178,731 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 20 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the accompanying financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards The FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments ("ASC 326"), which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments including trade receivables and available for sale debt securities. ASC 326 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The new standard was effective for the Company beginning January 1, 2023, and was applied using a modified retrospective transition method. The FASB subsequently issued other related ASUs that amend ASU No. 2016-13 to provide clarification and additional guidance. The Company concluded that the adoption of ASC 326 did not have a material impact on the condensed consolidated financial statements. |
Immaterial Error Correction o_2
Immaterial Error Correction of Previously Issued Financial Statements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of Summarized Adjustments of Previously Issued Financial Statements | A summary of the adjustments to our prior period unaudited condensed consolidated statement of comprehensive income (loss) is presented below: Three Months Ended June 30, 2022 As Reported Adjustments As Adjusted Net income before income tax $ 33,601 $ - $ 33,601 Income tax benefit ( 378 ) ( 305 ) ( 683 ) Net income 33,979 ( 305 ) 34,284 Net loss attributable to Fathom OpCo non-controlling interest ( 442 ) - ( 442 ) Net income attributable to controlling interest 34,421 ( 305 ) 34,726 Comprehensive income (loss): Loss from foreign currency translation adjustments - - - Comprehensive income, net of tax $ 34,421 $ ( 305 ) $ 34,726 Six Months Ended June 30, 2022 As Reported Adjustments As Adjusted Net income before income tax $ 51,892 $ - $ 51,892 Income tax expense (benefit) 79 ( 1,465 ) ( 1,386 ) Net income 51,813 ( 1,465 ) 53,278 Net loss attributable to Fathom OpCo non-controlling interest ( 5,702 ) - ( 5,702 ) Net income attributable to controlling interest 57,515 ( 1,465 ) 58,980 Comprehensive income (loss): Loss from foreign currency translation adjustments ( 107 ) - ( 107 ) Comprehensive income, net of tax $ 57,408 $ ( 1,465 ) $ 58,873 The following table presents the effect of the adjustments to our prior period unaudited condensed consolidated statement of cash flows. Six Months Ended June 30, 2022 As Reported Adjustments As Adjusted Cash Flows from Operating Activities Net income $ 57,515 $ 1,465 $ 58,980 Adjustments to reconcile net income to net cash from operating activities: Deferred taxes ( 734 ) ( 1,465 ) ( 2,199 ) Foreign currency translation adjustment ( 107 ) 107 - Net cash provided by operating activities 4,159 107 4,266 Net cash used in investing activities ( 6,671 ) - ( 6,671 ) Net cash used in financing activities ( 6,727 ) - ( 6,727 ) Effect of exchange rate changes on cash, and cash equivalents - ( 107 ) ( 107 ) Net decrease in cash $ ( 9,239 ) $ - $ ( 9,239 ) The following table presents the effect of the adjustments to our prior period unaudited condensed consolidated statement of shareholders' equity and redeemable non-controlling interest. June 30, 2022 As Reported Adjustments As Adjusted Accumulated deficit $ 9,913 $ 1,572 $ 11,485 Additional paid-in-capital 554,159 ( 7,936 ) 546,223 Other comprehensive loss - ( 107 ) ( 107 ) Total equity attributable to Fathom 564,085 ( 6,471 ) 557,614 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue by Product Line | Revenue by product line for the three and six months ended June 30, 2023 and June 30, 2022 are as follows: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Revenue: Additive Manufacturing $ 3,287 $ 4,410 $ 6,875 $ 8,559 Injection Molding 6,064 7,093 10,743 13,908 CNC Machining 13,240 14,584 27,470 27,910 Precision Sheet Metal 10,164 14,751 20,547 29,434 Ancillary Product Lines 1,719 1,147 3,846 2,715 Total revenue $ 34,474 $ 41,985 $ 69,481 $ 82,526 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | June 30, 2023 December 31, 2022 Raw materials $ 8,474 $ 4,201 Work in process 6,658 7,042 Finished goods 2,556 5,381 17,688 16,624 Allowance for obsolescence ( 511 ) ( 906 ) Total $ 17,177 $ 15,718 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following as of June 30, 2023, and December 31, 2022: June 30, 2023 December 31, 2022 Estimated Useful Life Machinery and equipment $ 42,314 $ 39,516 6 - 10 Furniture and fixtures 3,628 3,100 10 Computer hardware 360 374 5 Property and leasehold improvements 7,052 6,839 3 - 23 Construction in progress 3,952 3,893 n/a Auto / transportation equipment 319 312 3 Total 57,625 54,034 Accumulated depreciation ( 9,241 ) ( 6,331 ) Total $ 48,384 $ 47,703 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net consisted of the following: June 30, 2023 Gross Accumulated Amortization Net Useful Life (in years) Trade name $ 70,000 $ ( 7,115 ) $ 62,885 15 Customer relationships 180,000 ( 14,444 ) 165,556 19 Developed software 4,300 ( 1,311 ) 2,989 5 Developed technology 15,700 ( 4,788 ) 10,912 5 Total intangible assets $ 270,000 $ ( 27,658 ) $ 242,342 December 31, 2022 Gross Accumulated Amortization Net Useful Life (in years) Trade name $ 70,000 $ ( 4,782 ) $ 65,218 15 Customer relationships 180,000 ( 9,707 ) 170,293 19 Developed software 4,300 ( 881 ) 3,419 5 Developed technology 15,700 ( 3,218 ) 12,482 5 Total intangible assets $ 270,000 $ ( 18,588 ) $ 251,412 |
Schedule of Estimated Aggregate Amortization Expense | The following table represents the estimated aggregate amortization expense for each of the five succeeding fiscal calendar years and thereafter. Year ended Total Remaining 2023 $ 9,070 2024 18,140 2025 18,140 2026 18,041 2027 14,140 Thereafter 164,811 Total $ 242,342 |
Reorganization (Tables)
Reorganization (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Summary of Liability Related to Company's Reorganization Plan | The following table summarizes activity in the liability related to the Company's reorganization plan. Liability balance at December 31, 2022 $ 412 Charges 668 Payments ( 820 ) Liability balance at June 30, 2023 $ 260 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Number of Outstanding Warrants and Fair Value | The below table summarizes the number of outstanding warrants and their fair values as of June 30, 2023, and December 31, 2022. See Note 16, Fair Value Measurement, for further information. Fair Value # of Warrants June 30, 2023 Public Warrants $ 78 8,624,320 Private Placement Warrants $ 522 9,900,000 Fair Value # of Warrants December 31, 2022 Public Warrants $ 720 8,624,320 Private Placement Warrants $ 2,060 9,900,000 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The Company’s debt as of June 30, 2023, and December 31, 2022 is as follows: As of June 30, 2023 As of December 31, 2022 Debt Description Interest Rate Amount Interest Rate Amount Credit Agreement Revolver 8.75 % 42,000 8.20 % 37,000 Credit Agreement Term Loan 9.00 % 118,750 8.43 % 121,875 Total principal long-term debt 160,750 158,875 Debt issuance costs ( 2,032 ) ( 1,804 ) Total debt 158,718 157,071 Less: current portion of long-term debt 49,167 42,744 Long-term debt, net of current portion $ 109,551 $ 114,327 |
Other (Income) Expense (Tables)
Other (Income) Expense (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Other (Income) Expense | Other income and expense, net consists of the following for the three and six months ended June 30, 2023, and June 30, 2022: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Change in fair value of TRA $ - $ - $ 50 $ - Other 65 129 88 195 Other expense $ 65 $ 129 $ 138 $ 195 Change in fair value of Earnout Shares ( 1,115 ) ( 22,930 ) ( 5,945 ) ( 41,900 ) Change in fair value of Warrants ( 400 ) ( 12,500 ) ( 2,180 ) ( 20,600 ) Change in fair value of TRA ( 250 ) ( 200 ) - ( 200 ) Other ( 19 ) ( 478 ) 22 ( 523 ) Other income $ ( 1,784 ) $ ( 36,108 ) $ ( 8,103 ) $ ( 63,223 ) |
Shared Based Compensation (Tabl
Shared Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table represents stock option activity for the period ended June 30, 2023. Number of Shares Weighted Average Exercise Price per Share Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2023 317,091 $ 8.71 6.17 $ - Granted 1,619,695 0.32 - - Exercised - - - - Forfeited ( 11,522 ) 8.89 - - Expired - - - - Non-vested at June 30, 2023 1,925,264 $ 1.89 6.54 $ - Exercisable at June 30, 2023 105,697 $ 8.71 5.36 - |
Schedule of Non-vested Restricted Stock Unit Activity | A summary of the status of the Company's restricted stock unit activity and the changes during the six months ended June 30, 2023, are as follows: Shares Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Non-vested at January 1, 2023 6,182,337 $ 9.28 $ - Granted 3,201,376 0.52 - Vested ( 304,104 ) 8.67 - Forfeited ( 451,398 ) 8.01 - Non-vested at June 30, 2023 8,628,211 $ 6.01 $ - |
Schedule of Employee Stock Purchase Plan Valuation Assumptions | The fair value of each offering period was estimated using the Black-Scholes option pricing model with the following assumptions: Six Months Ended June 30, 2023 Expected term (years) 0.5 - 1.5 Expected volatility 77.5 % Expected dividend yield 0.0 % Risk-free interest rate 4.10 % Fair value of share $ 1.32 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Unit [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The Company's basic and diluted earnings per share calculation is as follows: Three Months Ended Six Months Ended 2023 2022 2023 2022 Class A Class A Class A Class A Numerator Net (loss) income $ ( 7,264 ) $ 34,284 $ ( 8,595 ) $ 53,278 Less: Net loss attributable to non-controlling interests ( 4,139 ) ( 442 ) ( 7,585 ) ( 5,702 ) Net (loss) income attributable to Class A common stock $ ( 3,125 ) $ 34,726 $ ( 1,010 ) $ 58,980 Denominator Basic - weighted-average shares outstanding 69,703,407 52,259,885 68,382,896 51,530,961 Effect of dilutive securities Assumed exchange for shares of Class A common stock 66,598,646 83,264,888 67,830,739 83,774,207 Diluted - weighted-average shares outstanding: 136,302,053 135,524,773 136,213,635 135,305,168 Net income per share Basic $ ( 0.04 ) $ 0.66 $ ( 0.01 ) $ 1.14 Diluted $ ( 0.02 ) $ 0.26 $ ( 0.01 ) $ 0.44 |
Shareholders' Equity and Nonc_2
Shareholders' Equity and Noncontrolling Interest (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule Of Calculation Of Comprehensive Loss Attributable To Non-controlling Interest Holders | The table below demonstrates the calcul ation of the comprehensive loss attributable to the non-controlling interest holders for the three and six months ended June 30, 2023, and June 30, 2022. Three Months Ended Six Months Ended 2023 2022 2023 2022 Fathom OpCo comprehensive loss $ ( 8,495 ) $ ( 808 ) $ ( 16,079 ) $ ( 9,884 ) Non-controlling interest percentage 48.7 % 54.8 % 48.7 % 54.8 % Comprehensive loss attributable to noncontrolling interest $ ( 4,139 ) $ ( 442 ) $ ( 7,585 ) $ ( 5,702 ) |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Lessee Disclosure [Abstract] | |
Schedule of balance sheet location disclosure | Balance Sheet Location June 30, 2023 December 31, 2022 Assets Operating Prepaid expenses and other current assets $ 209 $ 143 Operating Right-of-use operating lease assets, net 9,895 10,312 Financing Right-of-use financing lease assets, net 2,139 2,253 Total lease assets $ 12,243 $ 12,708 Liabilities Current Operating Current operating lease liability $ 2,022 $ 2,174 Financing Current financing lease liability 211 200 Non-Current Operating Long-term operating lease liability 8,269 8,958 Financing Long-term financing lease liability 2,016 2,125 Total lease liabilities $ 12,518 $ 13,457 |
Schedule of lease cost | The following table sets forth our lease costs included in our unaudited condensed consolidated statement of comprehensive income: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Operating lease cost $ 706 $ 817 $ 1,495 $ 1,620 Short-term lease cost - 4 - 8 Financing lease cost: - Amortization of ROU assets 75 54 131 108 Interest on lease liabilities 42 34 74 69 Sublease income ( 34 ) ( 34 ) ( 68 ) ( 68 ) Total lease costs $ 789 $ 875 $ 1,632 $ 1,737 |
Schedule of weighted average remaining lease term and the weighted average discount rate for the Company's operating leases | June 30, 2023 June 30, 2022 Weighted-average remaining lease term (years) 6.2 3.6 Operating 7.5 8.6 Financing Weighted-average discount rate Operating 5.7 % 4.2 % Financing 5.6 % 5.6 % |
Summary of maturities of leases | Maturities of Leases Operating Leases Financing Leases Total Remaining 2023 $ 1,348 $ 164 $ 1,512 2024 2,469 335 2,804 2025 2,092 346 2,438 2026 1,634 356 1,990 2027 1,428 365 1,793 Thereafter 3,807 1,200 5,007 Total future lease payments 12,778 2,766 15,544 Less: Discount 2,487 539 3,026 Present value of lease liability $ 10,291 $ 2,227 $ 12,518 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Schedule of Fair Value Measurement of Assets and Liabilities Based on Hierarchy | The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of June 30, 2023. Fair Value Measurements as of June 30, 2023 Description Level 1 Level 2 Level 3 Total Liabilities: Tax Receivable Agreement $ - $ - $ 4,050 $ 4,050 Fathom OpCo acquisitions contingent consideration - - 359 359 Sponsor Earnout Shares Liability - - 137 137 Fathom Earnout Shares Liability - - 808 808 Warrant liability – Public Warrants 78 - - 78 Warrant liability – Private Placement Warrants - - 522 522 $ 78 $ - $ 5,876 $ 5,954 The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2022. Fair Value Measurements as of December 31, 2022 Description Level 1 Level 2 Level 3 Total Liabilities: Tax Receivable Agreement $ - $ - $ 4,000 $ 4,000 Fathom OpCo acquisitions contingent consideration - - 700 700 Sponsor Earnout Shares Liability - - 930 930 Fathom Earnout Shares Liability - - 5,960 5,960 Warrant liability – Public Warrants 720 - - 720 Warrant liability – Private Placement Warrants - - 2,060 2,060 $ 720 $ - $ 13,650 $ 14,370 |
Reconciliation of Beginning and Ending Balances of Recurring Level 3 Fair Value Measurements | The following table presents a reconciliation of the beginning and ending balances of recurring Level 3 fair value measurements. Level 3 liabilities Tax Receivable Agreement liability Fathom OpCo acquisitions contingent consideration Sponsor Earnout shares liability Fathom Earnout shares liability Warrant liability – Private Placement Warrants Total Balance at December 31, 2022 $ 4,000 $ 700 $ 930 $ 5,960 $ 2,060 $ 13,650 Payments - ( 341 ) - - - $ ( 341 ) Net (gain) loss (1) 50 - ( 793 ) ( 5,152 ) ( 1,538 ) $ ( 7,433 ) Ending balance at June 30, 2023 $ 4,050 $ 359 $ 137 $ 808 $ 522 $ 5,876 (1) Net gains on changes in recurring Level 3 fair value measurements are recognized in Other expense or Other income in our unaudited condensed consolidated statement of comprehensive income (loss). |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Variable Interest Entities [Abstract] | |
Summary of Total Assets, Liabilities, and Equity of the Company's Consolidated VEI | The following table presents a summary of the total assets, liabilities, and shareholders' equity of the Company’s condensed consolidated VIE, which is comprised solely of Fathom OpCo. Period Ended June 30, 2023 Period Ended December 31, 2022 Total assets $ 357,657 $ 370,245 Total liabilities 193,180 191,514 Total equity 164,477 178,731 |
Nature of Business - Additional
Nature of Business - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2023 | |
Nature Of Business [Line Items] | |
Limited Liability Company or Limited Partnership, Business, Formation Date | Apr. 16, 2021 |
MCT Group Holdings LLC | Equity Interest [Member] | |
Nature Of Business [Line Items] | |
Ownership Interest | 100% |
Incodema Holdings LLC | Equity Interest [Member] | |
Nature Of Business [Line Items] | |
Ownership Interest | 100% |
Immaterial Error Correction o_3
Immaterial Error Correction of Previously Issued Financial Statements - Unaudited Condensed Consolidated Statement of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Condensed Financial Statements, Captions [Line Items] | ||||||
Net (loss) income before income tax | $ (7,200) | $ 33,601 | $ (8,476) | $ 51,892 | ||
Income tax benefit | 64 | (683) | 119 | (1,386) | ||
Net income | (7,264) | 34,284 | (8,595) | 53,278 | ||
Net loss attributable to Fathom OpCo non-controlling interest | (4,139) | (442) | (7,585) | (5,702) | ||
Net income attributable to controlling interest | (3,125) | $ 2,115 | 34,726 | $ 24,258 | (1,010) | 58,980 |
Comprehensive income (loss): | ||||||
(Loss) from foreign currency translation adjustments | (107) | |||||
Comprehensive income, net of tax | $ (3,125) | 34,726 | $ (1,010) | 58,873 | ||
As Reported | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Net (loss) income before income tax | 33,601 | 51,892 | ||||
Income tax benefit | (378) | 79 | ||||
Net income | 33,979 | 51,813 | ||||
Net loss attributable to Fathom OpCo non-controlling interest | (442) | (5,702) | ||||
Net income attributable to controlling interest | 34,421 | 57,515 | ||||
Comprehensive income (loss): | ||||||
(Loss) from foreign currency translation adjustments | (107) | |||||
Comprehensive income, net of tax | 34,421 | 57,408 | ||||
Adjustments | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Income tax benefit | (305) | (1,465) | ||||
Net income | (305) | (1,465) | ||||
Net income attributable to controlling interest | (305) | (1,465) | ||||
Comprehensive income (loss): | ||||||
Comprehensive income, net of tax | $ (305) | $ (1,465) |
Immaterial Error Correction o_4
Immaterial Error Correction of Previously Issued Financial Statements - Unaudited Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities | ||||||
Net (loss) income attributable to controlling interest | $ (3,125) | $ 2,115 | $ 34,726 | $ 24,258 | $ (1,010) | $ 58,980 |
Adjustments to reconcile net income to net cash from operating activities: | ||||||
Deferred taxes | (2,199) | |||||
Net cash provided by operating activities | 2,123 | 4,266 | ||||
Net cash used in investing activities | (3,036) | (6,671) | ||||
Net cash provided by (used in) financing activities | 933 | (6,727) | ||||
Effect of exchange rate changes on cash, and cash equivalents | (107) | |||||
Net decrease in cash | $ 20 | (9,239) | ||||
As Reported | ||||||
Cash Flows from Operating Activities | ||||||
Net (loss) income attributable to controlling interest | 34,421 | 57,515 | ||||
Adjustments to reconcile net income to net cash from operating activities: | ||||||
Deferred taxes | (734) | |||||
Foreign currency translation adjustment | (107) | |||||
Net cash provided by operating activities | 4,159 | |||||
Net cash used in investing activities | (6,671) | |||||
Net cash provided by (used in) financing activities | (6,727) | |||||
Net decrease in cash | (9,239) | |||||
Adjustments | ||||||
Cash Flows from Operating Activities | ||||||
Net (loss) income attributable to controlling interest | $ (305) | (1,465) | ||||
Adjustments to reconcile net income to net cash from operating activities: | ||||||
Deferred taxes | (1,465) | |||||
Foreign currency translation adjustment | 107 | |||||
Net cash provided by operating activities | 107 | |||||
Effect of exchange rate changes on cash, and cash equivalents | $ (107) |
Immaterial Error Correction o_5
Immaterial Error Correction of Previously Issued Financial Statements - Unaudited Condensed Consolidated Statement of Shareholders' Equity and Redeemable Non-Controlling Interest (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Total equity | $ 54,881 | $ 51,764 | $ 557,614 |
Accumulated Deficit | |||
Total equity | 11,485 | ||
Additional Paid-in Capital | |||
Total equity | 546,223 | ||
As Reported | |||
Total equity | 564,085 | ||
As Reported | Accumulated Deficit | |||
Total equity | 9,913 | ||
As Reported | Additional Paid-in Capital | |||
Total equity | 554,159 | ||
Adjustments | |||
Total equity | (6,471) | ||
Adjustments | Accumulated Deficit | |||
Total equity | 1,572 | ||
Adjustments | Additional Paid-in Capital | |||
Total equity | (7,936) | ||
Other comprehensive loss | |||
Total equity | (107) | ||
Other comprehensive loss | Adjustments | |||
Total equity | $ (107) |
Revenue - Schedule of Revenue b
Revenue - Schedule of Revenue by Product Line (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 34,474 | $ 41,985 | $ 69,481 | $ 82,526 |
Additive Manufacturing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 3,287 | 4,410 | 6,875 | 8,559 |
Injection Molding | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 6,064 | 7,093 | 10,743 | 13,908 |
CNC Machining | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 13,240 | 14,584 | 27,470 | 27,910 |
Precision Sheet Metal | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 10,164 | 14,751 | 20,547 | 29,434 |
Ancillary Product Lines | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 1,719 | $ 1,147 | $ 3,846 | $ 2,715 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory, Net [Abstract] | ||
Raw materials | $ 8,474 | $ 4,201 |
Work in process | 6,658 | 7,042 |
Finished goods | 2,556 | 5,381 |
Inventory, gross | 17,688 | 16,624 |
Allowance for obsolescence | (511) | (906) |
Total | $ 17,177 | $ 15,718 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 57,625 | $ 54,034 |
Accumulated depreciation | (9,241) | (6,331) |
Total | 48,384 | 47,703 |
Machinery & Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 42,314 | 39,516 |
Machinery & Equipment | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life | 6 years | |
Machinery & Equipment | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life | 10 years | |
Furniture & Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 3,628 | 3,100 |
Estimated Useful Life | 10 years | |
Computer hardware | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 360 | 374 |
Estimated Useful Life | 5 years | |
Property and Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 7,052 | 6,839 |
Property and Leasehold Improvements | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Property and Leasehold Improvements | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life | 23 years | |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 3,952 | 3,893 |
Auto / transportation equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 319 | $ 312 |
Estimated Useful Life | 3 years |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization | $ 4,643 | $ 4,452 | $ 9,218 | $ 8,968 |
Operating Expense [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization | 322 | 138 | 577 | 274 |
Cost of Revenue [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization | $ 1,607 | $ 1,326 | $ 2,895 | $ 2,791 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 270,000 | $ 270,000 |
Accumulated Amortization | (27,658) | (18,588) |
Net | 242,342 | 251,412 |
Trade Name [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | 70,000 | 70,000 |
Accumulated Amortization | (7,115) | (4,782) |
Net | $ 62,885 | $ 65,218 |
Useful Life (in years) | 15 years | 15 years |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 180,000 | $ 180,000 |
Accumulated Amortization | (14,444) | (9,707) |
Net | $ 165,556 | $ 170,293 |
Useful Life (in years) | 19 years | 19 years |
Developed Software [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 4,300 | $ 4,300 |
Accumulated Amortization | (1,311) | (881) |
Net | $ 2,989 | $ 3,419 |
Useful Life (in years) | 5 years | 5 years |
Developed Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 15,700 | $ 15,700 |
Accumulated Amortization | (4,788) | (3,218) |
Net | $ 10,912 | $ 12,482 |
Useful Life (in years) | 5 years | 5 years |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 4,535,000 | $ 4,535,000 | $ 9,070,000 | $ 9,139,000 |
Intangible assets with indefinite useful lives | $ 0 | $ 0 |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule of Estimated Aggregate Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remaining 2023 | $ 9,070 | |
2024 | 18,140 | |
2025 | 18,140 | |
2026 | 18,041 | |
2027 | 14,140 | |
Thereafter | 164,811 | |
Total | $ 242,342 | $ 251,412 |
Reorganization - Additional Inf
Reorganization - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jul. 07, 2022 Acquisition | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Feb. 17, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Number of acquisitions since 2019 | Acquisition | 13 | |||||
Planned restructuring activities, Description | Pursuant to the Reorganization, the Company intended to: | |||||
Reorganization, Percentage of expected net workforce reduction | 6% | |||||
Restructuring | $ 1,406 | $ 2,056 | ||||
Additional workforce percentage | 14% | |||||
Incurred costs associated with the reorganization | 1,406 | $ 0 | 2,056 | $ 0 | ||
Inventory write-off | $ 1,112 | 1,112 | ||||
Employee termination costs | $ 208 |
Reorganization - Summary of Lia
Reorganization - Summary of Liability Related to Company's Reorganization Plan (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Liability balance at December 31, 2022 | $ 412 |
Charges | 668 |
Payments | (820) |
Liability balance at june 30, 2023 | $ 260 |
Warrant Liability - Additional
Warrant Liability - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Class Of Warrant Or Right [Line Items] | |||||
Change in fair value of Warrants | $ 400 | $ 12,500 | $ 2,180 | $ 20,600 | |
Public Warrants | |||||
Class Of Warrant Or Right [Line Items] | |||||
Class of warrants or rights outstanding (in shares) | 8,624,320 | 8,624,320 | 8,624,320 | ||
Fair value price per warrant | $ 0.01 | $ 0.01 | |||
Private Placement Warrants | |||||
Class Of Warrant Or Right [Line Items] | |||||
Class of warrants or rights outstanding (in shares) | 9,900,000 | 9,900,000 | 9,900,000 | ||
Fair value price per warrant | $ 0.05 | $ 0.05 |
Warrant Liability - Summary of
Warrant Liability - Summary of Number of Outstanding Warrants and Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Class of Warrant or Right [Line Items] | ||
Fair value of warrants | $ 600 | $ 2,780 |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of outstanding warrants | 8,624,320 | 8,624,320 |
Fair value of warrants | $ 78 | $ 720 |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of outstanding warrants | 9,900,000 | 9,900,000 |
Fair value of warrants | $ 522 | $ 2,060 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 23, 2021 | Dec. 22, 2021 | |
Debt Instrument [Line Items] | |||||||
Long term debt date of maturity | Dec. 31, 2026 | ||||||
Interest on debt increments period | 90 days | ||||||
Interest and debt expense | $ 3,959 | $ 1,843 | $ 7,429 | $ 3,316 | |||
Amortization of debt issuance costs | 166 | $ 130 | 296 | $ 230 | |||
Financing agreement maturity period | 10 months | ||||||
Financing payments | $ 1,265 | ||||||
Financing fee | $ 35 | ||||||
Financing annual rate | 6.13% | ||||||
SG&A Expenses [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Insurance expense | 404 | 808 | |||||
Prepaid Assets [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Financing payments recognized in assets | 801 | 801 | |||||
Other Current Liabilities [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Financing payments recognized in liabilities | 500 | 500 | |||||
Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument face value | $ 125,000 | ||||||
New Credit Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs gross | 2,763 | ||||||
Increase decrease in term loan facility and revolving credit facility | $ 100,000 | ||||||
Revolving Credit Facility [Member] | New Credit Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit maximum borrowing capacity | $ 50,000 | ||||||
Borrowings from credit agreement | $ 37,000 | $ 42,000 | $ 42,000 | ||||
Letter of Credit [Member] | Revolving Credit Facility [Member] | New Credit Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit maximum borrowing capacity | $ 5,000 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total principal long-term debt | $ 160,750 | $ 158,875 |
Debt issuance costs | (2,032) | (1,804) |
Total debt | 158,718 | 157,071 |
Less: current portion of long-term debt | 49,167 | 42,744 |
Long-term debt, net of current portion | $ 109,551 | $ 114,327 |
Credit Agreement Revolver [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 8.75% | 8.20% |
Principal debt | $ 42,000 | $ 37,000 |
Credit Agreement Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 9% | 8.43% |
Principal debt | $ 118,750 | $ 121,875 |
Other (Income) Expense - Schedu
Other (Income) Expense - Schedule of Other (Income) Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Other Income and Expenses [Abstract] | ||||
Change in fair value of TRA | $ (250) | $ (200) | $ 50 | $ (200) |
Other | 65 | 129 | 88 | 195 |
Other expense | 65 | 129 | 138 | 195 |
Change in fair value of Earnout Shares | (1,115) | (22,930) | (5,945) | (41,900) |
Change in fair value of Warrants | (400) | (12,500) | (2,180) | (20,600) |
Other | (19) | (478) | 22 | (523) |
Other income | $ (1,784) | $ (36,108) | $ (8,103) | $ (63,223) |
Shared Based Compensation - Sum
Shared Based Compensation - Summary of Stock Option Activity (Details) - Stock Options [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Beginning balance | 317,091 | |
Number of Shares, Granted | 1,619,695 | |
Number of Shares, Forfeited | (11,522) | |
Number of Shares, Ending balance | 1,925,264 | 317,091 |
Number of Shares, Exercisable at June 30,2023 | 105,697 | |
Weighted Average Exercise Price per Share, Beginning balance | $ 8.71 | |
Weighted Average Exercise Price per Share, Granted | 0.32 | |
Weighted Average Exercise Price per Share, Forfeited | 8.89 | |
Weighted Average Exercise Price per Share, Ending Balance | 1.89 | $ 8.71 |
Weighted Average Exercise Price per Share, Exercisable at June 30, 2023 | $ 8.71 | |
Average Remaining Contractual Term | 6 years 6 months 14 days | 6 years 2 months 1 day |
Average Remaining Contractual Term, Exercisable at June 30, 2023 | 5 years 4 months 9 days |
Shared Based Compensation - Add
Shared Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 1,239 | $ 1,795 | $ 2,332 | $ 3,925 |
Stock Options [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Average exercise price | $ 0.32 | |||
2021 Omnibus Plan [Member] | Stock Options [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Unrecognized compensation cost | 1,368 | $ 1,368 | ||
Cost expected to be recognized, weighted average period | 2 years 25 days | |||
2021 Omnibus Plan [Member] | Restricted Stock Units [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ 7,483 | $ 7,483 | ||
Cost expected to be recognized, weighted average period | 1 year 11 months 12 days | |||
Employee Stock Purchase Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Maximum percentage of employee eligible compensation to periodic payment of purchase price | 15% | 15% | ||
Percentage of proceeds attributable to common units | 85% | |||
Common stock purchased by employees under the plan | 249,648 | |||
Average exercise price | $ 0.345 | |||
Shares available for future issuance under the ESPP | 966,911 | 966,911 |
Shared Based Compensation - Sch
Shared Based Compensation - Schedule of Non-vested Restricted Stock Unit Activity - (Details) - Restricted Stock Units [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Nonvested, Shares | shares | 6,182,337 |
Granted, Shares | shares | 3,201,376 |
Vested, Shares | shares | (304,104) |
Forfeited, Shares | shares | (451,398) |
Nonvested, Shares | shares | 8,628,211 |
Nonvested | $ / shares | $ 9.28 |
Granted | $ / shares | 0.52 |
Vested | $ / shares | 8.67 |
Forfeited | $ / shares | 8.01 |
Nonvested | $ / shares | $ 6.01 |
Shared Based Compensation - S_2
Shared Based Compensation - Schedule of Employee Stock Purchase Plan Valuation Assumptions (Details) - Employee Stock Purchase Plan [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected volatility | 77.50% |
Expected dividend yield | 0% |
Risk-free interest rate | 4.10% |
Fair value of share | $ 1.32 |
Maximum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term (years) | 1 year 6 months |
Minimum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term (years) | 6 months |
Earnings Per Share - Scheduled
Earnings Per Share - Scheduled Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator | ||||||
Net (loss) income | $ (3,125) | $ 2,115 | $ 34,726 | $ 24,258 | $ (1,010) | $ 58,980 |
Class A Common Units [Member] | ||||||
Numerator | ||||||
Net (loss) income | (7,264) | 34,284 | (8,595) | 53,278 | ||
Less: Net loss attributable to non-controlling interests | (4,139) | (442) | (7,585) | (5,702) | ||
Net (loss) income attributable to Class A common stock | $ (3,125) | $ 34,726 | $ (1,010) | $ 58,980 | ||
Denominator | ||||||
Basic | 69,703,407 | 52,259,885 | 68,382,896 | 51,530,961 | ||
Assumed exchange for shares of Class A common stock | 66,598,646 | 83,264,888 | 67,830,739 | 83,774,207 | ||
Diluted - weighted-average shares outstanding: | 136,302,053 | 135,524,773 | 136,213,635 | 135,305,168 | ||
Basic | $ (0.04) | $ 0.66 | $ (0.01) | $ 1.14 | ||
Diluted | $ (0.02) | $ 0.26 | $ (0.01) | $ 0.44 |
Shareholders' Equity and Nonc_3
Shareholders' Equity and Noncontrolling Interest - Additional Information (Details) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Class Of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 500,000,000 | |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Class A Common Units [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 300,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares outstanding | 69,835,535 | |
Class B Common Units [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 180,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares outstanding | 66,547,589 | |
Class C Common Units [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 10,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares outstanding | 0 |
Shareholders' Equity and Nonc_4
Shareholders' Equity and Noncontrolling Interest - Schedule Of Calculation Of Comprehensive Loss Attributable To Non-controlling Interest Holders (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Noncontrolling Interest [Line Items] | ||||
Fathom OpCo comprehensive loss | $ (3,125) | $ 34,726 | $ (1,010) | $ 58,873 |
Comprehensive loss attributable to noncontrolling interest | (4,139) | (442) | (7,585) | (5,702) |
Fathom OpCo [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Fathom OpCo comprehensive loss | $ (8,495) | $ (808) | $ (16,079) | $ (9,884) |
Non-controlling interest percentage | 48.70% | 54.80% | 48.70% | 54.80% |
Comprehensive loss attributable to noncontrolling interest | $ (4,139) | $ (442) | $ (7,585) | $ (5,702) |
Leases - Additional Information
Leases - Additional Information (Details) | Mar. 31, 2023 |
Lessee, Lease, Description [Line Items] | |
Lease terms | 12 months |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Lease terms | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Lease terms | 10 years |
Leases - Schedule of Balance Sh
Leases - Schedule of Balance Sheet Disclosure of Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Financing | $ 2,139 | $ 2,253 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Operating And Finance Lease Right Of Use Asset | |
Total lease assets | $ 12,243 | 12,708 |
Current | ||
Operating | $ 2,022 | 2,174 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Operating And Finance Lease Liability Current | |
Financing | $ 211 | 200 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Operating And Finance Lease Liability Current | |
Non-Current | ||
Operating | $ 8,269 | 8,958 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Operating And Finance Lease Liability Noncurrent | |
Financing | $ 2,016 | 2,125 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Operating And Finance Lease Liability Noncurrent | |
Total lease liabilities | $ 12,518 | 13,457 |
Prepaid Expenses and Other Current Assets [Member] | ||
Assets | ||
Operating | 209 | 143 |
Right-of-use Lease Assets, Net [Member] | ||
Assets | ||
Operating | $ 9,895 | $ 10,312 |
Leases - Summary of Lease Costs
Leases - Summary of Lease Costs Included in Unaudited Statement of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Lease, Cost [Abstract] | ||||
Operating lease cost | $ 706 | $ 817 | $ 1,495 | $ 1,620 |
Short-term lease cost | 4 | 8 | ||
Finance lease cost | ||||
Amortization of ROU assets | 75 | 54 | 131 | 108 |
Interest on lease liabilities | 42 | 34 | 74 | 69 |
Sublease income | (34) | (34) | (68) | (68) |
Total lease costs | $ 789 | $ 875 | $ 1,632 | $ 1,737 |
Weighted-average remaining lease term (years), Operating | 6 years 2 months 12 days | 3 years 7 months 6 days | 6 years 2 months 12 days | 3 years 7 months 6 days |
Weighted-average remaining lease term (years), Financing | 7 years 6 months | 8 years 7 months 6 days | 7 years 6 months | 8 years 7 months 6 days |
Weighted-average discount rate, Operating | 5.70% | 4.20% | 5.70% | 4.20% |
Weighted-average discount rate, Financing | 5.60% | 5.60% | 5.60% | 5.60% |
Leases - Summary of Maturities
Leases - Summary of Maturities of Leases (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Operating Leases | |
Remaining 2023 | $ 1,348 |
2024 | 2,469 |
2025 | 2,092 |
2026 | 1,634 |
2027 | 1,428 |
Thereafter | 3,807 |
Lessee, Operating Lease, Liability, to be Paid, Total | 12,778 |
Less: Discount | 2,487 |
Present value of lease liability | 10,291 |
Financing Leases | |
Remaining 2023 | 164 |
2024 | 335 |
2025 | 346 |
2026 | 356 |
2027 | 365 |
Thereafter | 1,200 |
Finance Lease, Liability, Payment, Due, Total | 2,766 |
Less: Discount | 539 |
Present value of lease liability | 2,227 |
Total | |
Remaining 2023 | 1,512 |
2024 | 2,804 |
2025 | 2,438 |
2026 | 1,990 |
2027 | 1,793 |
Thereafter | 5,007 |
Lease Liability Payments Due, Total | 15,544 |
Less: Discount | 3,026 |
Present value of lease liability | $ 12,518 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Fair Value Measurement of Assets and Liabilities Based on Hierarchy (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | $ 5,954 | $ 14,370 |
Tax Receivable Agreement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 4,050 | 4,000 |
Fathom OpCo Acquisitions Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 359 | 700 |
Sponsor Earnout Shares Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 137 | 930 |
Fathom Earnout Shares Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 808 | 5,960 |
Warrant Liability - Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 78 | 720 |
Warrant liability – Private Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 522 | 2,060 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 78 | 720 |
Level 1 | Warrant Liability - Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 78 | 720 |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 5,876 | 13,650 |
Level 3 | Tax Receivable Agreement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 4,050 | 4,000 |
Level 3 | Fathom OpCo Acquisitions Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 359 | 700 |
Level 3 | Sponsor Earnout Shares Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 137 | 930 |
Level 3 | Fathom Earnout Shares Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 808 | 5,960 |
Level 3 | Warrant liability – Private Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | $ 522 | $ 2,060 |
Fair Value Measurement - Reconc
Fair Value Measurement - Reconciliation of Beginning and Ending Balances of Recurring Level 3 Fair Value Measurements (Details) - Level 3 $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value, Beginning Balance | $ 13,650 |
Payments | (341) |
Net (gain) loss | $ (7,433) |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Expense |
Fair value, Ending Balance | $ 5,876 |
Tax Receivable Agreement Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value, Beginning Balance | 4,000 |
Net (gain) loss | 50 |
Fair value, Ending Balance | 4,050 |
Fathom OpCo Acquisitions Contingent Consideration | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value, Beginning Balance | 700 |
Payments | (341) |
Fair value, Ending Balance | 359 |
Sponsor Earnout Shares Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value, Beginning Balance | 930 |
Net (gain) loss | (793) |
Fair value, Ending Balance | 137 |
Fathom Earnout Shares Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value, Beginning Balance | 5,960 |
Net (gain) loss | (5,152) |
Fair value, Ending Balance | 808 |
Warrant liability – Private Placement Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value, Beginning Balance | 2,060 |
Net (gain) loss | (1,538) |
Fair value, Ending Balance | $ 522 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 USD ($) | Jun. 30, 2022 $ / shares | Jun. 30, 2023 USD ($) | Jun. 30, 2022 $ / shares | Jun. 30, 2023 $ / shares | Jun. 30, 2023 yr | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Corporate tax rate | (0.89%) | (2.03%) | (1.40%) | (2.67%) | |||
Public Warrants [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Fair value measurements | 11.50 | 11.50 | 0.0348 | ||||
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 18 | ||||||
Threshold trading days for redemption of public warrants | 20 days | ||||||
Threshold consecutive trading days for redemption of public warrants | 30 days | ||||||
Tax Receivable Agreement [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Corporate tax rate | 26.90% | ||||||
Non-controlling interest percentage | 48.70% | ||||||
Initial amortization deductions | $ | $ 46,070 | ||||||
Taxable income forecast | $ | $ 67,762 | ||||||
Tax Receivable Agreement [Member] | Class A Common Stock [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Business combination contingent consideration liability measurement input | 79 | 79 | |||||
Stock price, per share | $ / shares | $ 0.41 | $ 0.41 | |||||
Sale of stock price percentage | 25% | ||||||
Cost of debt percentage | 10.74% | ||||||
Earnout Shares [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Expected term | 3 years 5 months 23 days | ||||||
Risk-free interest rate | 4.32% | ||||||
Strike Price [Member] | Private Placement Warrants [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Fair value measurements | 0.1150 | 0.1150 | |||||
Expected Term [Member] | Private Placement Warrants [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Fair value measurements | yr | 0.0348 | ||||||
Volatility [Member] | Private Placement Warrants [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Fair value measurements | 1.020 | 1.020 | |||||
Operating Asset Volatility [Member] | Earnout Shares [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Volatility | 69.70% | ||||||
Equity Volatility [Member] | Earnout Shares [Member] | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Volatility | 119.90% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes (benefit) | $ 64 | $ (683) | $ 119 | $ (1,386) |
Effective tax rate | (0.89%) | (2.03%) | (1.40%) | (2.67%) |
Variable Interest Entity - Summ
Variable Interest Entity - Summary of Total Assets, Liabilities, and Equity of the Company's Consolidated VEI (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Variable Interest Entity [Line Items] | |||
Total assets | $ 357,928 | $ 370,515 | |
Total liabilities | 222,988 | 226,544 | |
Total equity | 54,881 | 51,764 | $ 557,614 |
Variable Interest Entity, Primary Beneficiary [Member] | |||
Variable Interest Entity [Line Items] | |||
Total assets | 357,657 | 370,245 | |
Total liabilities | 193,180 | 191,514 | |
Total equity | $ 164,477 | $ 178,731 |