Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 11, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
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 | 98-1571400 | |
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 | 51,306,971 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Warrants To Purchase Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | FATH.WS | |
Title of 12(b) Security | Warrants to purchase Class A common stock | |
Security Exchange Name | NYSE | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 84,294,971 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | |
Current assets | |||
Cash | $ 11,993 | $ 20,357 | |
Accounts receivable, net | [1] | 28,157 | 25,367 |
Inventory | 12,541 | 13,165 | |
Prepaid expenses and other current assets | 4,873 | 1,836 | |
Total current assets | 57,564 | 60,725 | |
Property and equipment, net | 46,248 | 44,527 | |
Right-of-use operating lease assets, net | 8,808 | ||
Right-of-use financing lease assets, net | 2,417 | ||
Intangible assets, net | 265,017 | 269,622 | |
Goodwill | 1,189,762 | 1,189,464 | |
Other non-current assets | 252 | 2,036 | |
Total assets | 1,570,068 | 1,566,374 | |
Current liabilities | |||
Accounts payable | [2] | 13,860 | 9,409 |
Accrued expenses | 6,806 | 5,957 | |
Other current liabilities | 5,014 | 2,058 | |
Current operating lease liability | 2,937 | ||
Current financing lease liability | 185 | ||
Contingent consideration | 2,748 | 2,748 | |
Current portion of debt | 25,423 | 29,697 | |
Total current liabilities | 56,973 | 49,869 | |
Long-term debt, net | 119,083 | 120,491 | |
Fathom earnout shares liability | 47,690 | 64,300 | |
Sponsor earnout shares liability | 7,020 | 9,380 | |
Noncurrent contingent consideration | 850 | 850 | |
Noncurrent operating lease liability | 5,917 | ||
Noncurrent financing lease liability | 2,278 | ||
Deferred tax liability | 17,546 | 17,570 | |
Other noncurrent liabilities | 1,608 | 4,655 | |
Warrant liability | 25,800 | 33,900 | |
Payable to related parties pursuant to the tax receivable agreement | 4,600 | 4,600 | |
Total liabilities | 289,365 | 305,615 | |
Commitments and Contingencies: | |||
Redeemable non-controlling interest in Fathom OpCo | 836,723 | 841,982 | |
Shareholders' Equity: | |||
Preferred Stock, $.0001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding as of December 31, 2022 and December 31, 2021 | |||
Additional paid-in-capital | 468,475 | 466,345 | |
Accumulated other comprehensive loss | |||
Accumulated deficit | (24,508) | (47,581) | |
Shareholders' equity attributable to Fathom Digital Manufacturing Corporation | 443,980 | 418,777 | |
Total Liabilities, Shareholders' Equity, and Redeemable Non-Controlling Interest | 1,570,068 | 1,566,374 | |
Class A Common Shares | |||
Shareholders' Equity: | |||
Common stock | 5 | 5 | |
Class B Common Shares | |||
Shareholders' Equity: | |||
Common stock | 8 | 8 | |
Class C Common Stock [Member] | |||
Shareholders' Equity: | |||
Common stock | $ 0 | $ 0 | |
[1] | Inclusive of allowance for doubtful accounts of $ 1,322 and $ 1,150 as of March 31, 2022 and December 31, 2021, respectively | ||
[2] | Inclusive of accounts payable to related parties of $ 1,180 and $ 1,246 as of March 31, 2022 and December 31, 2021, respectively |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
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 doubtful accounts | $ 1,322 | $ 1,150 |
Accounts payable, Related parties, Current | $ 1,180 | $ 1,246 |
Class A Common Shares | ||
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) | 50,785,656 | 50,785,656 |
Common stock, shares outstanding | 50,785,656 | 50,785,656 |
Class B Common Shares | ||
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) | 84,294,971 | 84,294,971 |
Common stock, shares outstanding | 84,294,971 | 84,294,971 |
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 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Income Statement [Abstract] | |||
Revenue | $ 40,541 | $ 30,534 | |
Cost of revenue | [1],[2],[3] | 28,544 | 17,123 |
Gross profit | 11,997 | 13,411 | |
Operating expenses | |||
Selling, general, and administrative | [4] | 14,763 | 7,670 |
Depreciation and amortization | 4,517 | 2,672 | |
Total operating expenses | 19,280 | 10,342 | |
Operating (loss) income | (7,283) | 3,069 | |
Interest expense and other (income) expense | |||
Interest expense | 1,473 | 2,114 | |
Other expense | 116 | 1,540 | |
Other income | (27,165) | (94) | |
Total interest expense and other (income) expense, net | (25,576) | 3,560 | |
Net income (loss) before income tax | 18,293 | (491) | |
Income tax expense | 454 | 9 | |
Net income (loss) | 17,839 | (500) | |
Net loss attributable to Fathom OpCo non-controlling interest (Note 14) | (5,259) | ||
Net income attributable to controlling interest | 23,098 | (500) | |
Comprehensive income (loss): | |||
Loss from foreign currency translation adjustments | (107) | (107) | |
Comprehensive income (loss), net of tax | $ 22,991 | $ (607) | |
Net income (loss) per unit attributable to Class A and Class B common unit holders | |||
Basic and Diluted | [5] | $ (0.36) | |
Weighted average Class A and Class B units outstanding | |||
Basic and Diluted | 7,723,592 | ||
Net income per share attributable to shares of Class A common stock | |||
Basic | $ 0.45 | ||
Diluted | $ 0.13 | ||
Weighted average Class A common shares outstanding | |||
Basic | 50,785,656 | ||
Diluted | 135,839,973 | ||
[1] | Inclusive of $ 1,695 and $ 854 of depreciation and amortization for the three months ended March 31, 2022 and March 31, 2021, respectively; | ||
[2] | Inclusive of $ 3,241 and $ 277 of inventory step-up amortization for the three months ended March 31, 2022 and March 31, 2021, respectively; | ||
[3] | Inclusive of $ 1,108 and $ 580 of cost of revenue related to inventory purchases from a related party for the three months ended March 31, 2022 and March 31, 2021, respectively; | ||
[4] | Inclusive of $ 71 and $ 353 of management fees incurred to a related party for the three months ended March 31, 2022 and March 31, 2021, respectively; | ||
[5] | Basic and diluted net loss per unit amounts are the same for both Class A common units and Class B common units. See Note 13. |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cost, depreciation and amortization | $ 1,695 | $ 854 |
Inventory step up amortization. | 3,241 | 277 |
Management Services Agreement [Member] | ||
Related party transactions, expenses | 71 | 353 |
Related Party [Member] | ||
Cost, inventory purchases from related party | $ 1,108 | $ 580 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Equity and Redeemable Non-Controlling Interest (Successor) and Class A Contingently Redeemable Preferred Units and Members' Equity (Predecessor) (Unaudited) - USD ($) $ in Thousands | Total | Revision of Prior Period, Accounting Standards Update, Adjustment | Class B Common Shares | Class A Contingently Redeemable Preferred Equity | Common StockClass A Common Shares | Common StockClass B Common Shares | Common StockClass A Common Units | Common StockClass B Common Units | Additional Paid-in Capital | Accumulated Deficit | Accumulated DeficitRevision of Prior Period, Accounting Standards Update, Adjustment | Accumulated Other Comprehensive Income (Loss) | Redeemable Non-controlling Interest |
Opening Balance, Shares, Contingently Redeemable Preferred Units at Dec. 31, 2020 | 1,167,418 | ||||||||||||
Opening Balance, Value, Contingently Redeemable Preferred Units at Dec. 31, 2020 | $ 54,105 | ||||||||||||
Shareholders' equity beginning balance at Dec. 31, 2020 | $ 36,019 | $ 35,869 | $ 14,450 | $ (14,232) | $ (68) | ||||||||
Shareholders' equity beginning balance (in shares) at Dec. 31, 2020 | 5,480,611 | 2,242,981 | |||||||||||
Net income (loss) | (500) | $ (145) | |||||||||||
Net income (loss) | (607) | ||||||||||||
Net income (loss) | (500) | (500) | |||||||||||
Foreign currency translation adjustment | (107) | (107) | |||||||||||
Shareholders' equity ending balance at Mar. 31, 2021 | 35,412 | $ 35,869 | $ 14,450 | (14,732) | $ (175) | ||||||||
Shareholders' equity ending balance (in shares) at Mar. 31, 2021 | 5,480,611 | 2,242,981 | |||||||||||
Ending Balance, Value, Contingently Redeemable Preferred Units at Mar. 31, 2021 | $ 54,105 | ||||||||||||
Ending Balance, Shares, Contingently Redeemable Preferred Units at Mar. 31, 2021 | 1,167,418 | ||||||||||||
Shareholder's equity beginning balance at Dec. 31, 2021 | 418,777 | $ 5 | $ 8 | $ 466,345 | (47,581) | ||||||||
Shareholders' equity beginning balance at Dec. 31, 2021 | 418,777 | ||||||||||||
Shareholders' equity beginning balance (in shares) at Dec. 31, 2021 | 50,785,656 | 84,284,971 | |||||||||||
Redeemable Non-controlling Interest at Dec. 31, 2021 | 841,982 | $ 841,982 | |||||||||||
Equity based compensation | 2,130 | 2,130 | |||||||||||
Net income (loss) | 23,098 | ||||||||||||
Net income (loss) | 22,991 | ||||||||||||
Net income (loss) | 22,991 | 22,991 | (5,259) | ||||||||||
Redeemable Non-controlling Interest at Mar. 31, 2022 | 836,723 | $ 836,723 | |||||||||||
Foreign currency translation adjustment | (107) | ||||||||||||
Accounting Standards Update [Extensible Enumeration] | us-gaap:AccountingStandardsUpdate201602Member | us-gaap:AccountingStandardsUpdate201602Member | |||||||||||
Shareholders' equity ending balance at Mar. 31, 2022 | 443,980 | $ 82 | $ 82 | ||||||||||
Shareholder's equity ending balance at Mar. 31, 2022 | $ 443,980 | $ 5 | $ 8 | $ 468,475 | $ (24,508) | ||||||||
Shareholders' equity ending balance (in shares) at Mar. 31, 2022 | 50,785,656 | 84,284,971 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ 23,098 | $ (500) |
Adjustments to reconcile net income (loss) to net cash from operating activities: | ||
Depreciation | 136 | 116 |
Depreciation and amortization included in cost of revenue | 1,695 | 854 |
Amortization of intangible assets | 4,374 | 2,301 |
Amortization of inventory step-up | 3,241 | 277 |
Loss on disposal of property, plant and equipment | 24 | |
Foreign currency translation adjustment | (107) | (107) |
Share-based compensation | 2,130 | |
Non cash lease expense, net | 169 | |
Deferred taxes | (24) | |
Non-controlling interest share of Fathom OpCo net Loss | (5,259) | |
Change in fair value of Fathom earnout shares liability | (16,610) | |
Change in fair value of Sponsor earnout shares liability | (2,360) | |
Change in fair value of Warrants | (8,100) | |
Amortization of debt financing costs | 100 | 96 |
Changes in operating assets and liabilities that provided cash: | ||
Accounts receivable | (2,790) | 890 |
Inventory | (2,617) | 202 |
Prepaid expenses and other assets | (1,170) | (2,006) |
Accounts payable | 4,062 | 594 |
Accrued liabilities and other | 848 | (587) |
Net cash provided by (used in) operating activities | 840 | 2,130 |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (3,346) | (1,348) |
Cash used for acquisitions, net of cash acquired | (10,835) | |
Net cash used in investing activities | (3,346) | (12,183) |
Cash Flows from Financing Activities | ||
Proceeds from debt | 11,500 | |
Payments on finance leases | (77) | |
Payments on debt | (5,781) | (227) |
Net cash provided by (used in) financing activities | (5,858) | 11,273 |
Net (decrease) increase in cash | (8,364) | 1,220 |
Cash, beginning of period | 20,357 | 8,188 |
Cash, end of period | 11,993 | 9,408 |
Supplemental cash flows information: | ||
Cash paid for interest | 173 | 1,945 |
Cash paid to related parties | 1,810 | $ 2,502 |
Significant non-cash investing activities: | ||
Right-of-use assets acquired through lease liabilities | $ 11,986 |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2022 | |
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 as part of the business combination as defined below. 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 2021 Form 10-K. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | Note 2. Basis of Presentation The accompanying unaudited consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America ("United States" or "U.S.") and, of necessity, include some amounts that are based upon management estimates and judgments. The accompanying unaudited consolidated financial statements include assets, liabilities, revenues and expenses of all majority-owned subsidiaries. Intercompany transactions and balances are eliminated in consolidation. In the Company's opinion, the accompanying unaudited consolidated financial statements contain all adjustments, consisting solely 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 accompanying unaudited consolidated financial statements have been prepared by the Company and do not include all disclosures as required by accounting principles generally accepted in the U.S. and should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 (the "2021 Annual Report on Form 10-K"). Recently Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) Section A - Leases: Amendments to the FASB Accounting Standards Codification. The standard requires lessees to recognize the assets and liabilities arising from leases on the balance sheet and retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. The Company adopted this standard and related amendments in the first quarter of 2022, using the modified retrospective approach. Using the modified retrospective approach the Company determined an incremental borrowing rate at the date of adoption based on the total lease term and total minimum rental payments. The modified retrospective approach provides a method for recording existing leases at adoption with a cumulative adjustment to retained earnings. The Company elected the package of practical expedients which permits the Company to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any expired or existing leases as of the effective date. The Company also elected the practical expedient to use hindsight when determining the lease term, and the practical expedient lease considerations to not allocate lease considerations between lease and non-lease components for real estate leases. As such, real estate lease considerations are treated as a single lease-component and accounted for accordingly. The Company excludes leases with an initial term of 12 months or less from the application of Topic 842. Adoption of the new standard resulted in the recording of $ 3,122 and $ 8,195 of current lease liabilities and long-term lease liabilities, respectively, and $ 11,986 in corresponding right-of-use lease assets. The difference between the approximate value of the right-of-use lease assets and lease liabilities is attributable to future rent escalations. The cumulative change in the beginning accumulated deficit was $ 82 due to the adoption of Topic 842. There was no material impact on the Company’s consolidated statement of operations or consolidated statement of cash flows. The Company’s comparative periods continue to be presented and disclosed in accordance with legacy guidance in Topic 840. |
Business Combination with Fatho
Business Combination with Fathom OpCo | 3 Months Ended |
Mar. 31, 2022 | |
Business Acquisition [Line Items] | |
Fathom OpCo Predecessor Period Acquisitions | Note 4 - Fathom OpCo Predecessor Period Acquisitions Fathom OpCo completed an acquisition of Summit Tooling Inc. ("Summit Tooling") and Summit Plastics LLC (“Summit Plastics”), together with Summit Tooling, (“Summit”) on February 1, 2021 in which it acquired 100 percent of the equity interests of Summit. In conjunction with the equity purchase, Fathom OpCo acquired the real estate in which Summit performs their operations. Summit Tooling designs and manufactures plastic injection molds and Summit Plastics provides molding of precision plastic components for a variety of industries. The primary reason for the acquisition was to expand Fathom OpCo's capabilities in manufacturing and expand its customer base of high-quality manufacturing and industrial technology companies in North America. The transaction was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification ("ASC") 805 - Business Combinations and the fair value of the total purchase consideration transferred consisted of the following: Consideration Total Cash $ 10,875 Fair value of total consideration transferred $ 10,875 The consideration excluded $ 892 of buyer transaction expenses that are included in other expenses within the Predecessor Period consolidated statement of comprehensive loss. In addition, Fathom OpCo paid a transaction fee of $ 225 to an affiliate of the majority member of Fathom OpCo. The goodwill recognized as part of the acquisition primarily reflects the value of the assembled workforce acquired and the value of future growth prospects and expected business synergies realized as a result of combining and integrating the acquired business into Fathom OpCo's existing platform. The goodwill recognized is partially deductible for tax purposes. The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the acquisition of Summit: Recognized amounts of identifiable assets acquired and liabilities assumed Total Cash $ 40 Accounts receivable, net 627 Inventory 339 Property and equipment, net 4,371 Intangible assets 5,000 Total assets acquired 10,377 Accounts payable 40 Deferred revenue 776 Other current liabilities 1,418 Total liabilities assumed 2,234 Total identifiable net assets 8,143 Goodwill $ 2,732 Below is a summary of the intangible assets acquired in the acquisition: Acquisition Date Fair Value Estimated Life (Years) Trade name $ 400 5 Customer relationships 4,600 11 $ 5,000 The amounts of revenue and net loss of Summit since the acquisition date included in the consolidated statements of comprehensive loss for the 2021 Predecessor Period are as follows: Period From January 1 - March 31, 2021 (Predecessor) Revenue $ 1,175 Net (loss) $ ( 1,271 ) |
Fathom OpCo [Member] | |
Business Acquisition [Line Items] | |
Fathom OpCo Predecessor Period Acquisitions | Note 3. Business Combination with Fathom OpCo On December 23, 2021, Altimar II and Fathom OpCo closed a series of transactions (collectively, the "Business Combination") pursuant to the Business Combination Agreement dated as of July 15, 2021, as amended (the "Agreement"), that resulted in the combined Company becoming a publicly-traded company on the New York Stock Exchange ("NYSE") with the Company controlling Fathom OpCo in an "UP-C" structure. At the closing on December 23, 2021 ("Closing Date"), Altimar II domesticated into a Delaware corporation, and the Company, Fathom Digital Manufacturing Corporation ("Fathom", the "Company", "we", or "our") , was formed. Following the closing, the public investors, the investors that purchased Class A common stock in the private placement offering ("PIPE Investors") and the Founders collectively held Class A common stock representing approximately 10.4 % economic interest in Fathom OpCo, and the CORE Investors and the other Legacy Fathom Owners collectively held 89.6 % of economic interest in Fathom OpCo in the form of Class A common stock. Additionally, the Company issued to the legacy Fathom owners shares of Class B common stock, which have no economic rights but entitle each holder to voting power ( one vote per share). Subsequently to the closing, the Company controls Fathom OpCo and is a holding company with no assets or operations other than its equity interest in Fathom OpCo. The Business Combination was accounted for using the acquisition method with the Company as the accounting acquirer. Under the acquisition method of accounting, the Company's assets and liabilities were recorded at carrying value, and the assets and liabilities associated with Fathom OpCo were recorded at estimated fair value as of the closing date. The excess of the purchase price over the estimated fair values of the net assets acquired was recognized as goodwill. For accounting purposes, the acquirer is the entity that has obtained control of another entity and, thus, consummated a business combination. The determination of whether control has been obtained begins with the evaluation of whether control should be evaluated based on the variable interest or the voting interest model. If the acquiree is a variable interest entity, the primary beneficiary would be the accounting acquirer. Fathom OpCo met the definition of a variable interest entity, and the Company was determined to the be the primary beneficiary and is therefore also the accounting acquirer in the Business Combination. As a result of the Business Combination, the Company's financial statement presentation distinguishes Fathom OpCo as the "Predecessor" ("2021 Predecessor Period" or "Predecessor Period") through the Closing Date. The Company is the "Successor" ("2022 Successor Period" or "Successor Period") for periods after the Closing Date. As a result of the application of the acquisition method of accounting in the Successor Period, the unaudited consolidated financial statements for the Successor Period are presented on a full step-up basis, and are therefore not comparable to the unaudited consolidated financial statements of the Predecessor Period that are not presented on the same full step-up basis. In connection with the Business Combination, the Company incurred $ 19,010 of transaction expenses. These costs were recorded on the income statement of Altimar II prior to the Business Combination. Since the Predecessor period for purposes of these financial statements was deemed to be the historical results of Fathom OpCo, these transaction costs are not presented in either the Company's consolidated statement of comprehensive income (loss) for the 2021 Predecessor Period. However, these transaction costs are reflected in the accumulated deficit balance of the Company in the consolidated balance sheet as of December 31, 2021 (Successor). The seller earnout contingent consideration below represents the estimated fair market value of the 9,000,000 Fathom Earnout Shares issued in conjunction with the Business Combination. The Fathom Earnout Shares will be settled with shares of Class A common stock or New Fathom Units and are accounted for as liability classified contingent consideration. The Fathom Earnout Shares vest in three equal tranches of 3,000,000 shares each at the volume-weighted average share price thresholds of $ 12.50 , $ 15.00 and $ 20.00 , respectively. The earnout period related to the Fathom Earnout Shares is five years from the date of the closing date. These estimated fair values are preliminary and subject to adjustment in subsequent periods. In conjunction with the Business Combination, the Company recognized a deferred tax liability $ 17,573 . The deferred tax liability was recorded on the standalone books of the Company with an offset to goodwill. The deferred tax liability is included in the other noncurrent liabilities caption in the table below. The Business Combination was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred was $ 1,364,220 . See below for a summary of the total consideration transferred. Total Consideration Transferred: Total cash consideration $ 53,332 Fathom earnout shares 88,160 Class A common stock transferred 375,478 Tax Receivable Agreement obligations to the sellers 4,300 Total consideration transferred to sellers 521,270 Non-controlling interest 842,950 Fair value of total consideration transferred $ 1,364,220 The following table sets forth the fair value of the assets and liabilities assumed in connection with the acquisition Total Assets acquired: Cash $ 9,577 Accounts receivable, net 24,712 Inventory 12,825 Prepaid expenses and other current assets 3,172 Property and equipment, net 44,397 Goodwill 1,189,762 Intangible assets 270,000 Other non-current assets 2,200 Total assets acquired 1,556,645 Liabilities assumed: Accounts payable 9,808 Accrued expenses 4,860 Other current liabilities 5,226 Current portion of debt 152,000 Other noncurrent liabilities 20,531 Total liabilities assumed 192,425 Net identifiable assets acquired $ 1,364,220 The purchase price allocation is preliminary and subject to change during the measurement period, which is not to exceed one year from the acquisition date. At this time, the Company does not expect material changes to the assets acquired or liabilities assumed. Goodwill represents future economic benefits arising from acquiring Fathom OpCo's equity, primarily due to its strong market position and its assembled workforce that are not individually and separately recognized as intangible assets. A portion of the Goodwill is deductible for tax purposes. Goodwill is allocated to the Company's sole reportable segment and reporting unit. Identifiable Intangible Assets Provisional fair value Provisional useful life (in years) Trade name $ 70,000 15 Customer relationships 180,000 19 Developed software 4,300 5 Developed technology 15,700 5 $ 270,000 The weighted average amortization period for the amortizable intangibles assets is 16.9 years. |
Fathom OpCo Predecessor Period
Fathom OpCo Predecessor Period Acquisitions | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Fathom OpCo Predecessor Period Acquisitions | Note 4 - Fathom OpCo Predecessor Period Acquisitions Fathom OpCo completed an acquisition of Summit Tooling Inc. ("Summit Tooling") and Summit Plastics LLC (“Summit Plastics”), together with Summit Tooling, (“Summit”) on February 1, 2021 in which it acquired 100 percent of the equity interests of Summit. In conjunction with the equity purchase, Fathom OpCo acquired the real estate in which Summit performs their operations. Summit Tooling designs and manufactures plastic injection molds and Summit Plastics provides molding of precision plastic components for a variety of industries. The primary reason for the acquisition was to expand Fathom OpCo's capabilities in manufacturing and expand its customer base of high-quality manufacturing and industrial technology companies in North America. The transaction was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification ("ASC") 805 - Business Combinations and the fair value of the total purchase consideration transferred consisted of the following: Consideration Total Cash $ 10,875 Fair value of total consideration transferred $ 10,875 The consideration excluded $ 892 of buyer transaction expenses that are included in other expenses within the Predecessor Period consolidated statement of comprehensive loss. In addition, Fathom OpCo paid a transaction fee of $ 225 to an affiliate of the majority member of Fathom OpCo. The goodwill recognized as part of the acquisition primarily reflects the value of the assembled workforce acquired and the value of future growth prospects and expected business synergies realized as a result of combining and integrating the acquired business into Fathom OpCo's existing platform. The goodwill recognized is partially deductible for tax purposes. The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the acquisition of Summit: Recognized amounts of identifiable assets acquired and liabilities assumed Total Cash $ 40 Accounts receivable, net 627 Inventory 339 Property and equipment, net 4,371 Intangible assets 5,000 Total assets acquired 10,377 Accounts payable 40 Deferred revenue 776 Other current liabilities 1,418 Total liabilities assumed 2,234 Total identifiable net assets 8,143 Goodwill $ 2,732 Below is a summary of the intangible assets acquired in the acquisition: Acquisition Date Fair Value Estimated Life (Years) Trade name $ 400 5 Customer relationships 4,600 11 $ 5,000 The amounts of revenue and net loss of Summit since the acquisition date included in the consolidated statements of comprehensive loss for the 2021 Predecessor Period are as follows: Period From January 1 - March 31, 2021 (Predecessor) Revenue $ 1,175 Net (loss) $ ( 1,271 ) |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | Note 5. 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 will not have a valid contract. Most of the Company’s revenue has one performance obligation and is recognized on a point-in-time basis upon shipment. 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 and recognizes revenue for each performance obligation on a point-in-time basis upon shipment. We generally determine stand-alone selling price based on the price charged to customers. The Company’s payments terms are consistent with industry standards and never exceed 12 months. Revenue by product line for the three months ended March 31, 2022 and March 31, 2021 are as follows: Three Months Ended March 31, 2022 (Successor) March 31, 2021 (Predecessor) Revenue: Additive Manufacturing $ 4,149 $ 4,540 Injection Molding 6,815 6,637 CNC Machining 13,326 4,831 Precision Sheet Metal 14,683 13,117 Ancillary Product Lines 1,568 1,409 Total revenue $ 40,541 $ 30,534 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 6. Inventories Inventories are estimated at the lower of cost or net realizable value (“NRV”), with NRV based on selling prices in the ordinary course of business, less costs of completion, disposal, and transportation. Costs are determined on the first-in, first-out (“FIFO”) method. Inventories consisted of the following: Period Ended March 31, December 31, Raw materials $ 3,388 $ 4,967 Work in process 7,839 5,368 Finished goods 1,689 3,506 Tooling 604 605 13,520 14,446 Allowance for obsolescence ( 979 ) ( 1,281 ) Total $ 12,541 $ 13,165 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Note 7. Property and Equipment Property and equipment, net, consisted of the following: Period Ended March 31, 2022 December 31, 2021 Machinery and equipment $ 34,570 $ 33,182 Furniture and fixtures 322 180 Computer equipment 671 804 Property and leasehold improvements 5,910 7,180 Construction in progress 6,058 2,859 Transportation equipment 450 454 Total 47,981 44,659 Accumulated depreciation and amortization ( 1,733 ) ( 132 ) Total $ 46,248 $ 44,527 Depreciation expense included in operating expenses for the three months ended March 31, 2022 and March 31, 2021 was $ 136 and $ 116 , respectively. Depreciation expense included in cost of revenues for the three months ended March 31, 2022 and March 31, 2021 was $ 1,465 , and $ 854 , respectively. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, net | Note 8. Goodwill and Intangible Assets, net A rollforward of goodwill is as follows: (in thousands) Balance at December 31, 2021 $ 1,189,464 Measurement period adjustments 298 Balance at March 31, 2022 $ 1,189,762 Intangible assets, net consisted of the following: March 31, 2022 December 31, 2021 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Trade name $ 70,000 $ 1,283 $ 68,717 $ 70,000 $ 98 $ 69,902 Customer relationships 180,000 2,601 177,399 180,000 252 $ 179,748 Developed software 15,700 863 14,837 4,300 6 $ 4,294 Developed technology 4,300 236 4,064 15,700 22 $ 15,678 Total intangible assets $ 270,000 $ 4,983 $ 265,017 $ 270,000 $ 378 $ 269,622 Aggregate amortization expense related to intangible assets, excluding goodwill which is not amortized, for the three months ended March 31, 2022 and March 31, 2021 was $ 4,604 and $ 2,301 , respectively. There are no intangible assets, other than goodwill, with indefinite useful lives . The following table represents the estimated aggregate amortization expense for each of the five succeeding fiscal calendar years. Year Aggregate Amortization 2022 $ 18,140 2023 18,140 2024 18,140 2025 18,140 2026 18,041 |
Warrant Liability
Warrant Liability | 3 Months Ended |
Mar. 31, 2022 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrant Liability | Note 9. Warrant Liability As of March 31, 2022, the Company had 8,625,000 Public Warrants outstanding with a fair value price o f $ 0.76 per Public Warrant, and 9,900,000 Private Placement Warrants outstanding with a fair value price of $ 1.94 per Private Placement Warrant. The below table summarizes the number of outstanding warrants and the fair value as of March 31, 2022. See Note 13 for further information. Fair Value # of Warrants Public Warrants $ 6,600 8,625,000 Private Placement Warrants $ 19,200 9,900,000 The below table summarizes the number of outstanding warrants and the fair value as of December 31, 2021. See Note 13 for further information. Fair Value # of Warrants Public Warrants $ 7,600 8,625,000 Private Placement Warrants $ 26,300 9,900,000 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 10. Debt On December 23, 2021, Fathom OpCo entered into the New Credit Agreement, which included a $ 50,000 revolving credit facility and $ 125,000 term loan. The Company's borrowings under the revolving credit agreement were $ 22,000 at March 31, 2022. The loans made under the New Credit Agreement will mature in December 2026 . The Company recorded deferred financing costs of $ 1,828 in conjunction with the New Credit Agreement and the balance is presented net within Long-term debt, net on the Company's consolidated balance sheet. The Company amortizes the deferred financing costs using the effective interest method. The revolving credit facility under the New 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 New 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 New 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, including quarterly net leverage and interest coverage covenants. The Company is in compliance with all debt covenants related to the New Credit Agreement as of March 31, 2022. The Company’s debt as of March 31, 2022 and December 31, 2021 is as follows: As of March 31, 2022 As of December 31, 2021 Debt Description Interest Rate Amount Interest Rate Amount New Credit Agreement Revolver 3.99 % 22,000 3.60 % 27,000 New Credit Agreement Term Loan 4.51 % 124,219 3.72 % 125,000 Total principal long-term debt 146,219 152,000 Debt issuance costs ( 1,713 ) ( 1,812 ) Total debt, net 144,506 150,188 Less: current portion of debt 25,423 29,697 Long-term debt, net of current portion $ 119,083 $ 120,491 Interest on all debt is payable in 90 days increments, with the unpaid amount due upon maturity. Interest expense associated with long-term debt for the three months ended March 31, 2022 and March 31, 2021 was $ 1,473 , and $ 2,114 , respectively. Included in interest expense, net on the accompanying unaudited consolidated statements of comprehensive loss is amortization of debt issuance costs f or the three months ended March 31, 2022 and March 31, 2021 was $ 100 , and $ 96 , respectively. In December 2021, Fathom OpCo 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 $ 3,001 , including a $ 35 financing fee at a 2.57 % annual rate, are to be made between January 2022 and October 2022. As of March 31, 2022 the Company recognized $ 2,176 of prepaid assets and $ 2,090 of other current liabilities in the unaudited consolidated financial statements. For the three months ended March 31, 2022 the Company recognized $ 842 of insurance expense in selling, general and administrative ("SG&A") expenses. |
Other (Income) Expense
Other (Income) Expense | 3 Months Ended |
Mar. 31, 2022 | |
Other Income And Expenses [Abstract] | |
Other (Income) Expense | Note 11. Other (Income) Expense Other income and expense, net is comprised of the following for the periods ended March 31, 2022, and March 31, 2021: Three Months Ended March 31, 2022 March 31, 2022 Acquisition expenses $ - $ 1,339 Loss on sale of assets 24 83 Other 92 118 Other expense 116 1,540 Change in fair value of Fathom and Sponsor Earnout Shares ( 18,970 ) - Change in fair value of Warrants ( 8,100 ) - Other ( 95 ) ( 94 ) Other income ( 27,165 ) ( 94 ) Other (income) expense, net $ ( 27,049 ) $ 1,446 |
Shared Based Compensation
Shared Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Shared Based Compensation | Note 12. Shared Based Compensation On December 23, 2021, the Company executed 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 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 stock option valuation assumptions for the three months ended March 31, 2022 are provided in the table below. March 31, 2022 Expected term (years) 4.5 Expected volatility 58.7 % Expected dividend yield 0.0 % Risk-free interest rate 1.91 % Fair value of share $ 4.26 In February 2022, the Company granted stock options to purchase up to 317,091 shares of Class A common stock at a weighted average exercise price of $ 8.71 per share which generally vest over a requisite service period of three years . The total intrinsic value of options exercised during the three months ended March 31, 2022 wa s $ 0 . At March 31, 2022, there was approximately $ 1,312 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 2.92 ye ars as of March 31, 2022. The Company currently 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 three months ended March 31, 2022 are as follows: Shares Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Non-vested at December 31, 2021 6,472,617 $ 8.21 $ - Granted 727,601 9.01 - Vested - - - Forfeited - - - Non-vested at March 31, 2022 7,200,218 $ 9.01 $ - At March 31, 2022, there was approximately $ 10,259 of total unrecognized compensation cost related to unvested restricted stock units granted under the 2021 Omnibus Plan. That cost is expected to be recognized over a weighted average period of 2.85 years as of March 31, 2022. Total stock based compensation expenses was $ 2,130 and $ 139 for t he three months ended March 31, 2022 and 2021, respectively. |
Earnings Per Share and Earnings
Earnings Per Share and Earnings Per Unit | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Unit [Abstract] | |
Earnings Per Share and Earnings Per Unit | Note 13. Earnings Per Share and Earnings Per Unit 2022 Successor Basic net income per share is computed based on the weighted average number of common shares outstanding. Diluted net loss 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 three months ending March 31, 2022. The Company's basic earnings per share calculation is as follows: March 31, 2022 Class A Basic Earnings Per Share: Numerator Net income $ 17,839 Less: Net loss attributable to non-controlling interests ( 5,259 ) Net income attributable to Class A common stock $ 23,098 Denominator Weighted average shares of Class A common stock outstanding-basic 50,785,656 Basic Earnings Per Share $ 0.45 The Company's diluted earnings per share calculation is as follows: March 31, 2022 Class A Diluted Earnings Per Share: Numerator Net income attributable to holders of Class A common stock $ 17,839 Denominator Weighted average shares of Class A common stock outstanding-basic 50,785,656 Effect of Dilutive Securities Assumed exchange for shares of Class A common stock 85,054,317 Weighted average shares of Class A common stock outstanding-diluted 135,839,973 Diluted Earnings Per Share $ 0.13 2021 Predecessor Basic net loss per unit is computed based on the weighted average number of common units outstanding. Diluted net loss per unit is computed based on the weighted average number of common units outstanding, increased by the number of any additional units that would have been outstanding had any potentially dilutive common units been issued and reduced by the number of units Fathom OpCo could have repurchased from the proceeds from issuance of the potentially dilutive units. Fathom OpCo had no dilutive instruments outstanding as of March 31, 2021. As a result, basic and diluted earnings per units are the same as of March 31, 2021. Fathom OpCo's Class A common units and Class B common units participate equally in Fathom OpCo's undistributed earnings. As such, Fathom OpCo’s undistributed earnings are allocated pro-rata to the Class A common units and Class B common units based on the weighted Class A common units and Class B common units outstanding as of March 31, 2021 such that earnings per unit for Class A common units and Class B common units are the same in each period. Period From January 1 - March 31, January 1 - March 31, Class A Class B Basic and Diluted Loss Per Unit: Numerator Net loss $ ( 355 ) $ ( 145 ) Less: annual dividends on redeemable preferred units ( 1,614 ) ( 660 ) Net loss attributable to common unitholders ( 1,969 ) ( 805 ) Denominator Weighted-average units used to compute basic earnings per unit 5,480,611 2,242,981 Basic and Diluted Loss Per Unit $ ( 0.36 ) $ ( 0.36 ) |
Shareholders' Equity, Noncontro
Shareholders' Equity, Noncontrolling interest, and Members' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Equity, Noncontrolling interest, and Members' Equity | Note 14. Shareholders' Equity, Noncontrolling interest, and Members' Equity The Company’s equity consists of a total of 500,000,000 authorized shares across all classes of capital stock, which the Company has the authority to issue. 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. As of March 31, 2022, the Company had no outstanding shares of Preferred Stock, 50,785,656 outstanding shares of Class A common stock, 84,294,971 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 2022 Successor Period. Period From January 1, 2022 - March 31, 2022 Fathom OpCo comprehensive loss ( 8,429 ) Non-controlling interest percentage 62.4 % Comprehensive loss attributable to non-controlling interest ( 5,259 ) Predecessor Fathom OpCo's equity in the 2021 Predecessor Period consists of Class A common units and Class B common units. The following table represents a summary of the Company’s Members' Equity as of March 31, 2021 (Predecessor): March 31, 2021 Class A common units 5,480,611 Class B common units 2,242,981 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
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 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 nonlease 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 CPI indices. Variable rental payments are recognized in the 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 March 31, 2022 Assets Operating Right-of-use operating lease assets, net $ 8,808 Financing Right-of-use financing lease assets, net 2,417 Total lease assets $ 11,225 Liabilities Current Operating Current operating lease liability $ 2,937 Financing Current financing lease liability 185 Non-Current Operating Long-term operating lease liability 5,917 Financing Long-term financing lease liability 2,278 Total lease liability $ 11,317 The following table sets forth our lease costs included in our unaudited consolidated statement of comprehensive income (loss): March 31, 2022 Operating lease cost $ 803 Short-term lease cost 4 Financing lease cost: Amortization of ROU assets 54 Interest on lease liabilities 35 Sublease income ( 34 ) Total lease costs $ 862 March 31, 2022 Weighted-average remaining lease term (years) Operating 3.7 Financing 8.9 Weighted-average discount rate Operating 4.2 % Financing 5.6 % Maturities of Leases Operating Leases Financing Leases Total 2022 $ 2,438 $ 239 $ 2,677 2023 2,951 325 3,276 2024 1,780 335 2,115 2025 1,126 345 1,471 2026 638 356 994 Thereafter 693 1,566 2,259 Total future lease payments 9,627 3,167 12,794 Less: Discount 773 704 1,477 Present value of lease liability $ 8,854 $ 2,463 $ 11,317 Disclosures related to period prior to adoption of the Topic 842 Operating lease rent expense wa s $ 767 for t he three months ended March 31, 2021. As of December 31, 2021, future minimum lease payment obligations were as follows: Year Total 2022 $ 3,212 2023 3,027 2024 1,959 2025 1,253 2026 443 Thereafter 328 Total future lease payments $ 10,222 |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2022 | |
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 management’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 March 31, 2022. Fair Value Measurements as of March 31, 2022 Description Level 1 Level 2 Level 3 Total Liabilities: Tax Receivable Agreement $ - $ - $ 4,600 $ 4,600 Fathom OpCo acquisitions contingent consideration - - 3,598 3,598 Sponsor Earnout Shares Liability - - 7,020 7,020 Fathom Earnout Shares Liability - - 47,690 47,690 Warrant liability – Public Warrants 6,600 - - 6,600 Warrant liability – Private Placement Warrants - - 19,200 19,200 $ 6,600 $ - $ 82,108 $ 88,708 The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2021. Fair Value Measurements as of December 31, 2021 Description Level 1 Level 2 Level 3 Total Liabilities: Tax Receivable Agreement $ - $ - $ 4,600 $ 4,600 Fathom OpCo acquisitions contingent consideration - - 3,598 3,598 Sponsor Earnout Shares Liability - - 9,380 9,380 Fathom Earnout Shares Liability - - 64,300 64,300 Warrant liability – Public Warrants 7,600 - - 7,600 Warrant liability – Private Placement Warrants - - 26,300 26,300 $ 7,600 $ - $ 108,178 $ 115,778 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, 2021 $ 4,600 $ 3,598 $ 9,380 $ 64,300 $ 26,300 $ 108,178 Net gain (1) - - ( 2,360 ) ( 16,610 ) ( 7,100 ) ( 26,070 ) Ending balance at March 31, 2022 $ 4,600 $ 3,598 $ 7,020 $ 47,690 $ 19,200 $ 82,108 (1) Net gains on changes in recurring level 3 fair value measurements are recognized in Other income in our unaudited consolidated statement of comprehensive loss. Valuation Methodologies for Fair Value Measurements Categorized within Levels 2 and 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 16, existing non-controlling interest percentage of 37.6 %, initial amortization deductions of $ 52,400 , $ 126,000 of taxable income forecast by 2030, a sell-down schedule which reflects the expected sale of our Class A common units in Fathom OpCo ("New Fathom Units") by legacy Fathom OpCo shareholders, a Class A common stock price as of March 31, 2022 (Successor) of $ 6.18 , volatility of 85.9 %, correlation between taxable income and the Class A common stock price of 25 %, and a cost of debt range from 5.6 % to 9.4 % 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 fair values for the Earnout Shares are estimated using a Monte Carlo simulation 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 five years , a risk-free rate of 1.25 %, operating asset volatility of 87.6 %, and equity volatility of 91.7 %. 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. Private Placement Warrants The Warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of Warrant liabilities in the statement of operations. The Private Placement warrants are valued using a Monte Carlo simulation model, 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 25 % based on a calibration to the publicly traded per share price of the Company's Class A common stock as of December 31, 2021 (Successor). Other key inputs into the valuation include a term of 5.0 years, a strike price of $ 11.50 per share, and an assumption that the Private Placement warrants will remain outstanding until maturity since 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 | 3 Months Ended |
Mar. 31, 2022 | |
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 $ 454 for the three months ending March 31, 2022 compared to $ 9 for the three months ended March 31, 2021. The effective tax rate, including discrete items, was 2.48 % for the period ended March 31, 2022 compared to ( 1.91 %) for the three months ended March 31, 2021. The change in the effective tax rate relates primarily to the change in organizational structure stemming from the Business Combination in December 2021. In addition, the tax provision for the period ended March 31, 2022 is impacted by permanent differences with respect to gains and losses recorded on the Fathom Earnout Shares liability, Sponsor Earnout Shares liability, and Warrant liability, none of which were outstanding liabilities as of March 31, 2021. 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 three months ended March 31, 2022, the Company made no material adjustments to its assertion that deferred tax assets are not more-likely than not to be realized. As of March 31, 2022, the Company did no t recognize income tax expense or benefits associated with uncertain tax positions. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 18. Commitments and Contingencies The Company is subject to various claims and lawsuits 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 | 3 Months Ended |
Mar. 31, 2022 | |
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 consolidated VIE, which is comprised solely of Fathom OpCo. Period Ended March 31, 2022 Fathom OpCo Standalone Total assets $ 1,569,797 Total liabilities 204,255 Total shareholders' equity 1,365,542 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) Section A - Leases: Amendments to the FASB Accounting Standards Codification. The standard requires lessees to recognize the assets and liabilities arising from leases on the balance sheet and retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. The Company adopted this standard and related amendments in the first quarter of 2022, using the modified retrospective approach. Using the modified retrospective approach the Company determined an incremental borrowing rate at the date of adoption based on the total lease term and total minimum rental payments. The modified retrospective approach provides a method for recording existing leases at adoption with a cumulative adjustment to retained earnings. The Company elected the package of practical expedients which permits the Company to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any expired or existing leases as of the effective date. The Company also elected the practical expedient to use hindsight when determining the lease term, and the practical expedient lease considerations to not allocate lease considerations between lease and non-lease components for real estate leases. As such, real estate lease considerations are treated as a single lease-component and accounted for accordingly. The Company excludes leases with an initial term of 12 months or less from the application of Topic 842. Adoption of the new standard resulted in the recording of $ 3,122 and $ 8,195 of current lease liabilities and long-term lease liabilities, respectively, and $ 11,986 in corresponding right-of-use lease assets. The difference between the approximate value of the right-of-use lease assets and lease liabilities is attributable to future rent escalations. The cumulative change in the beginning accumulated deficit was $ 82 due to the adoption of Topic 842. There was no material impact on the Company’s consolidated statement of operations or consolidated statement of cash flows. The Company’s comparative periods continue to be presented and disclosed in accordance with legacy guidance in Topic 840. |
Business Combination with Fat_2
Business Combination with Fathom OpCo (Tables) - Fathom OpCo [Member] | 3 Months Ended |
Mar. 31, 2022 | |
Business Acquisition [Line Items] | |
Schedule of fair value of the total purchase consideration transferred | The Business Combination was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred was $ 1,364,220 . See below for a summary of the total consideration transferred. Total Consideration Transferred: Total cash consideration $ 53,332 Fathom earnout shares 88,160 Class A common stock transferred 375,478 Tax Receivable Agreement obligations to the sellers 4,300 Total consideration transferred to sellers 521,270 Non-controlling interest 842,950 Fair value of total consideration transferred $ 1,364,220 |
Schedule of fair values of the assets and liabilities | The following table sets forth the fair value of the assets and liabilities assumed in connection with the acquisition Total Assets acquired: Cash $ 9,577 Accounts receivable, net 24,712 Inventory 12,825 Prepaid expenses and other current assets 3,172 Property and equipment, net 44,397 Goodwill 1,189,762 Intangible assets 270,000 Other non-current assets 2,200 Total assets acquired 1,556,645 Liabilities assumed: Accounts payable 9,808 Accrued expenses 4,860 Other current liabilities 5,226 Current portion of debt 152,000 Other noncurrent liabilities 20,531 Total liabilities assumed 192,425 Net identifiable assets acquired $ 1,364,220 |
Summary of the intangible assets acquired in the acquisition | Identifiable Intangible Assets Provisional fair value Provisional useful life (in years) Trade name $ 70,000 15 Customer relationships 180,000 19 Developed software 4,300 5 Developed technology 15,700 5 $ 270,000 |
Fathom OpCo Predecessor Perio_2
Fathom OpCo Predecessor Period Acquisitions (Tables) - Summit [Member] | 3 Months Ended |
Mar. 31, 2022 | |
Business Acquisition [Line Items] | |
Schedule of fair value of the total purchase consideration transferred | The transaction was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification ("ASC") 805 - Business Combinations and the fair value of the total purchase consideration transferred consisted of the following: Consideration Total Cash $ 10,875 Fair value of total consideration transferred $ 10,875 |
Schedule of fair values of the assets and liabilities | The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the acquisition of Summit: Recognized amounts of identifiable assets acquired and liabilities assumed Total Cash $ 40 Accounts receivable, net 627 Inventory 339 Property and equipment, net 4,371 Intangible assets 5,000 Total assets acquired 10,377 Accounts payable 40 Deferred revenue 776 Other current liabilities 1,418 Total liabilities assumed 2,234 Total identifiable net assets 8,143 Goodwill $ 2,732 |
Summary of the intangible assets acquired in the acquisition | Below is a summary of the intangible assets acquired in the acquisition: Acquisition Date Fair Value Estimated Life (Years) Trade name $ 400 5 Customer relationships 4,600 11 $ 5,000 |
Summary of Revenue and Net (Loss) Income Since Acquisition | The amounts of revenue and net loss of Summit since the acquisition date included in the consolidated statements of comprehensive loss for the 2021 Predecessor Period are as follows: Period From January 1 - March 31, 2021 (Predecessor) Revenue $ 1,175 Net (loss) $ ( 1,271 ) |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Revenue by Product Line | Revenue by product line for the three months ended March 31, 2022 and March 31, 2021 are as follows: Three Months Ended March 31, 2022 (Successor) March 31, 2021 (Predecessor) Revenue: Additive Manufacturing $ 4,149 $ 4,540 Injection Molding 6,815 6,637 CNC Machining 13,326 4,831 Precision Sheet Metal 14,683 13,117 Ancillary Product Lines 1,568 1,409 Total revenue $ 40,541 $ 30,534 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following: Period Ended March 31, December 31, Raw materials $ 3,388 $ 4,967 Work in process 7,839 5,368 Finished goods 1,689 3,506 Tooling 604 605 13,520 14,446 Allowance for obsolescence ( 979 ) ( 1,281 ) Total $ 12,541 $ 13,165 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment, net, consisted of the following: Period Ended March 31, 2022 December 31, 2021 Machinery and equipment $ 34,570 $ 33,182 Furniture and fixtures 322 180 Computer equipment 671 804 Property and leasehold improvements 5,910 7,180 Construction in progress 6,058 2,859 Transportation equipment 450 454 Total 47,981 44,659 Accumulated depreciation and amortization ( 1,733 ) ( 132 ) Total $ 46,248 $ 44,527 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Rollforward of Goodwill | A rollforward of goodwill is as follows: (in thousands) Balance at December 31, 2021 $ 1,189,464 Measurement period adjustments 298 Balance at March 31, 2022 $ 1,189,762 |
Schedule of Intangible Assets, Net | Intangible assets, net consisted of the following: March 31, 2022 December 31, 2021 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Trade name $ 70,000 $ 1,283 $ 68,717 $ 70,000 $ 98 $ 69,902 Customer relationships 180,000 2,601 177,399 180,000 252 $ 179,748 Developed software 15,700 863 14,837 4,300 6 $ 4,294 Developed technology 4,300 236 4,064 15,700 22 $ 15,678 Total intangible assets $ 270,000 $ 4,983 $ 265,017 $ 270,000 $ 378 $ 269,622 |
Schedule of Estimated Aggregate Amortization Expense | The following table represents the estimated aggregate amortization expense for each of the five succeeding fiscal calendar years. Year Aggregate Amortization 2022 $ 18,140 2023 18,140 2024 18,140 2025 18,140 2026 18,041 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 the fair value as of March 31, 2022. See Note 13 for further information. Fair Value # of Warrants Public Warrants $ 6,600 8,625,000 Private Placement Warrants $ 19,200 9,900,000 The below table summarizes the number of outstanding warrants and the fair value as of December 31, 2021. See Note 13 for further information. Fair Value # of Warrants Public Warrants $ 7,600 8,625,000 Private Placement Warrants $ 26,300 9,900,000 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The Company’s debt as of March 31, 2022 and December 31, 2021 is as follows: As of March 31, 2022 As of December 31, 2021 Debt Description Interest Rate Amount Interest Rate Amount New Credit Agreement Revolver 3.99 % 22,000 3.60 % 27,000 New Credit Agreement Term Loan 4.51 % 124,219 3.72 % 125,000 Total principal long-term debt 146,219 152,000 Debt issuance costs ( 1,713 ) ( 1,812 ) Total debt, net 144,506 150,188 Less: current portion of debt 25,423 29,697 Long-term debt, net of current portion $ 119,083 $ 120,491 |
Other (Income) Expense (Tables)
Other (Income) Expense (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Other Income And Expenses [Abstract] | |
Schedule of Other (Income) Expense | Other income and expense, net is comprised of the following for the periods ended March 31, 2022, and March 31, 2021: Three Months Ended March 31, 2022 March 31, 2022 Acquisition expenses $ - $ 1,339 Loss on sale of assets 24 83 Other 92 118 Other expense 116 1,540 Change in fair value of Fathom and Sponsor Earnout Shares ( 18,970 ) - Change in fair value of Warrants ( 8,100 ) - Other ( 95 ) ( 94 ) Other income ( 27,165 ) ( 94 ) Other (income) expense, net $ ( 27,049 ) $ 1,446 |
Shared Based Compensation (Tabl
Shared Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Valuation Assumptions | The stock option valuation assumptions for the three months ended March 31, 2022 are provided in the table below. March 31, 2022 Expected term (years) 4.5 Expected volatility 58.7 % Expected dividend yield 0.0 % Risk-free interest rate 1.91 % Fair value of share $ 4.26 |
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 three months ended March 31, 2022 are as follows: Shares Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Non-vested at December 31, 2021 6,472,617 $ 8.21 $ - Granted 727,601 9.01 - Vested - - - Forfeited - - - Non-vested at March 31, 2022 7,200,218 $ 9.01 $ - |
Earnings Per Share and Earnin_2
Earnings Per Share and Earnings Per Unit (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Unit [Abstract] | |
Schedule of Basic Earnings Per Share | The Company's basic earnings per share calculation is as follows: March 31, 2022 Class A Basic Earnings Per Share: Numerator Net income $ 17,839 Less: Net loss attributable to non-controlling interests ( 5,259 ) Net income attributable to Class A common stock $ 23,098 Denominator Weighted average shares of Class A common stock outstanding-basic 50,785,656 Basic Earnings Per Share $ 0.45 |
Schedule of Diluted Earnings Per Share | The Company's diluted earnings per share calculation is as follows: March 31, 2022 Class A Diluted Earnings Per Share: Numerator Net income attributable to holders of Class A common stock $ 17,839 Denominator Weighted average shares of Class A common stock outstanding-basic 50,785,656 Effect of Dilutive Securities Assumed exchange for shares of Class A common stock 85,054,317 Weighted average shares of Class A common stock outstanding-diluted 135,839,973 Diluted Earnings Per Share $ 0.13 |
Schedule Of Earnings Per Share, Basic and Diluted | Period From January 1 - March 31, January 1 - March 31, Class A Class B Basic and Diluted Loss Per Unit: Numerator Net loss $ ( 355 ) $ ( 145 ) Less: annual dividends on redeemable preferred units ( 1,614 ) ( 660 ) Net loss attributable to common unitholders ( 1,969 ) ( 805 ) Denominator Weighted-average units used to compute basic earnings per unit 5,480,611 2,242,981 Basic and Diluted Loss Per Unit $ ( 0.36 ) $ ( 0.36 ) |
Shareholders' Equity, Noncont_2
Shareholders' Equity, Noncontrolling interest, and Members' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 2022 Successor Period. Period From January 1, 2022 - March 31, 2022 Fathom OpCo comprehensive loss ( 8,429 ) Non-controlling interest percentage 62.4 % Comprehensive loss attributable to non-controlling interest ( 5,259 ) |
Summary Of Members Equity | The following table represents a summary of the Company’s Members' Equity as of March 31, 2021 (Predecessor): March 31, 2021 Class A common units 5,480,611 Class B common units 2,242,981 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Lessee Disclosure [Abstract] | |
Schedule of balance sheet location disclosure | Balance Sheet Location March 31, 2022 Assets Operating Right-of-use operating lease assets, net $ 8,808 Financing Right-of-use financing lease assets, net 2,417 Total lease assets $ 11,225 Liabilities Current Operating Current operating lease liability $ 2,937 Financing Current financing lease liability 185 Non-Current Operating Long-term operating lease liability 5,917 Financing Long-term financing lease liability 2,278 Total lease liability $ 11,317 |
Schedule of lease cost | The following table sets forth our lease costs included in our unaudited consolidated statement of comprehensive income (loss): March 31, 2022 Operating lease cost $ 803 Short-term lease cost 4 Financing lease cost: Amortization of ROU assets 54 Interest on lease liabilities 35 Sublease income ( 34 ) Total lease costs $ 862 |
Schedule of weighted average remaining lease term and the weighted average discount rate for the Company's operating leases | March 31, 2022 Weighted-average remaining lease term (years) Operating 3.7 Financing 8.9 Weighted-average discount rate Operating 4.2 % Financing 5.6 % |
Summary of maturities of leases | Maturities of Leases Operating Leases Financing Leases Total 2022 $ 2,438 $ 239 $ 2,677 2023 2,951 325 3,276 2024 1,780 335 2,115 2025 1,126 345 1,471 2026 638 356 994 Thereafter 693 1,566 2,259 Total future lease payments 9,627 3,167 12,794 Less: Discount 773 704 1,477 Present value of lease liability $ 8,854 $ 2,463 $ 11,317 |
Schedule of Future Minimum Lease Payments Obligations | As of December 31, 2021, future minimum lease payment obligations were as follows: Year Total 2022 $ 3,212 2023 3,027 2024 1,959 2025 1,253 2026 443 Thereafter 328 Total future lease payments $ 10,222 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022. Fair Value Measurements as of March 31, 2022 Description Level 1 Level 2 Level 3 Total Liabilities: Tax Receivable Agreement $ - $ - $ 4,600 $ 4,600 Fathom OpCo acquisitions contingent consideration - - 3,598 3,598 Sponsor Earnout Shares Liability - - 7,020 7,020 Fathom Earnout Shares Liability - - 47,690 47,690 Warrant liability – Public Warrants 6,600 - - 6,600 Warrant liability – Private Placement Warrants - - 19,200 19,200 $ 6,600 $ - $ 82,108 $ 88,708 The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2021. Fair Value Measurements as of December 31, 2021 Description Level 1 Level 2 Level 3 Total Liabilities: Tax Receivable Agreement $ - $ - $ 4,600 $ 4,600 Fathom OpCo acquisitions contingent consideration - - 3,598 3,598 Sponsor Earnout Shares Liability - - 9,380 9,380 Fathom Earnout Shares Liability - - 64,300 64,300 Warrant liability – Public Warrants 7,600 - - 7,600 Warrant liability – Private Placement Warrants - - 26,300 26,300 $ 7,600 $ - $ 108,178 $ 115,778 |
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, 2021 $ 4,600 $ 3,598 $ 9,380 $ 64,300 $ 26,300 $ 108,178 Net gain (1) - - ( 2,360 ) ( 16,610 ) ( 7,100 ) ( 26,070 ) Ending balance at March 31, 2022 $ 4,600 $ 3,598 $ 7,020 $ 47,690 $ 19,200 $ 82,108 (1) Net gains on changes in recurring level 3 fair value measurements are recognized in Other income in our unaudited consolidated statement of comprehensive loss. |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 consolidated VIE, which is comprised solely of Fathom OpCo. Period Ended March 31, 2022 Fathom OpCo Standalone Total assets $ 1,569,797 Total liabilities 204,255 Total shareholders' equity 1,365,542 |
Nature of Business - Additional
Nature of Business - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2022 | |
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 | 100.00% |
Incodema Holdings LLC | Equity Interest [Member] | |
Nature Of Business [Line Items] | |
Ownership Interest | 100.00% |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Line Items] | ||
Current lease liabilities | $ 3,122 | |
Long-term lease liabilities | 8,195 | |
Right-of-use assets | 11,986 | |
Accumulated deficit | (24,508) | $ (47,581) |
Cumulative Effect, Period of Adoption, Adjustment [Member] | ||
Accounting Policies [Line Items] | ||
Accumulated deficit | $ (82) |
Significant Accounting Policies
Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accounting Policies [Line Items] | ||
Provision for income taxes | $ 454 | $ 9 |
Significant Accounting Polici_2
Significant Accounting Policies - Basic and Diluted Net Income (Loss) Per Ordinary Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Numerator: | |||
Net income (loss) | $ 23,098 | $ (500) | |
Denominator: | |||
Basic and diluted weighted average shares outstanding | 7,723,592 | ||
Basic and diluted net income (loss) per share | [1] | $ (0.36) | |
[1] | Basic and diluted net loss per unit amounts are the same for both Class A common units and Class B common units. See Note 13. |
Business Combination with Fat_3
Business Combination with Fathom OpCo - Additional Information (Details) $ / shares in Units, $ in Thousands | Dec. 23, 2021USD ($)Vote$ / sharesshares | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) |
Business Acquisition [Line Items] | |||
Number of votes per share | Vote | 1 | ||
Business combination acquisition costs expensed | $ 19,010 | ||
Weighted average amortization period | 16 years 10 months 24 days | ||
Fathom OpCo [Member] | |||
Business Acquisition [Line Items] | |||
Deferred tax liability recognized | $ 17,573 | ||
Fair value of total purchase consideration transferred | $ 1,364,220 | ||
Fathom OpCo [Member] | Class A Common Shares | |||
Business Acquisition [Line Items] | |||
Seller earnout contingent consideration | $ 9,000,000 | ||
Earnout shares vested | shares | 3,000,000 | ||
Fathom OpCo [Member] | Class A Common Shares | First Tranche [Member] | |||
Business Acquisition [Line Items] | |||
Volume weighted average share price thresholds | $ / shares | $ 12.50 | ||
Fathom OpCo [Member] | Class A Common Shares | Second Tranche [Member] | |||
Business Acquisition [Line Items] | |||
Volume weighted average share price thresholds | $ / shares | 15 | ||
Fathom OpCo [Member] | Class A Common Shares | Third Tranche [Member] | |||
Business Acquisition [Line Items] | |||
Volume weighted average share price thresholds | $ / shares | $ 20 | ||
Fathom OpCo [Member] | Public investors, PIPE Investors and Founders [Member] | Class A Common Shares | |||
Business Acquisition [Line Items] | |||
Business acquisition, percentage of interests acquired | 10.40% | ||
Fathom OpCo [Member] | CORE Investors and Other Legacy Fathom Owners [Member] | Class A Common Shares | |||
Business Acquisition [Line Items] | |||
Business acquisition, percentage of interests acquired | 89.60% |
Business Combination with Fat_4
Business Combination with Fathom OpCo - Summary of Total Purchase Consideration Transferred (Details) - Fathom OpCo [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Business Acquisition [Line Items] | |
Total cash consideration | $ 53,332 |
Fathom earnout shares | 88,160 |
Class A common stock transferred | 375,478 |
Tax Receivable Agreement obligations to the sellers | 4,300 |
Business combination consideration transferred, Total | 521,270 |
Non-controlling interest | 842,950 |
Fair value of total consideration transferred | $ 1,364,220 |
Business Combination with Fat_5
Business Combination with Fathom OpCo - Schedule of Fair Values of the Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets acquired: | ||
Goodwill | $ 1,189,762 | $ 1,189,464 |
Fathom OpCo [Member] | ||
Assets acquired: | ||
Cash | 9,577 | |
Accounts receivable, net | 24,712 | |
Inventory | 12,825 | |
Prepaid expenses and other current assets | 3,172 | |
Property and equipment, net | 44,397 | |
Goodwill | 1,189,762 | |
Intangible assets | 270,000 | |
Other non-current assets | 2,200 | |
Total assets acquired | 1,556,645 | |
Liabilities assumed: | ||
Accounts payable | 9,808 | |
Accrued expenses | 4,860 | |
Other current liabilities | 5,226 | |
Current portion of debt | 152,000 | |
Other noncurrent liabilities | 20,531 | |
Total liabilities assumed | 192,425 | |
Net identifiable assets acquired | $ 1,364,220 |
Business Combination with Fat_6
Business Combination with Fathom OpCo - Summary of Intangible Assets Acquired in the Acquisition (Details) - Fathom OpCo [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Finite Lived Intangible Assets [Line Items] | |
Provisional fair value | $ 270,000 |
Trade Name [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Provisional fair value | $ 70,000 |
Provisional useful life | 15 years |
Customer Relationships [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Provisional fair value | $ 180,000 |
Provisional useful life | 19 years |
Developed Software [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Provisional fair value | $ 4,300 |
Provisional useful life | 5 years |
Developed Technology [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Provisional fair value | $ 15,700 |
Provisional useful life | 5 years |
Fathom OpCo Predecessor Perio_3
Fathom OpCo Predecessor Period Acquisitions - Summit - Additional Information (Details) - USD ($) $ in Thousands | Dec. 23, 2021 | Feb. 01, 2021 |
Business Acquisition [Line Items] | ||
Business combination acquisition costs expensed | $ 19,010 | |
Summit [Member] | ||
Business Acquisition [Line Items] | ||
Business acquisition, percentage of interests acquired | 100.00% | |
Business combination acquisition costs expensed | $ 892 | |
Payment of transaction fee to affiliate | $ 225 |
Fathom OpCo Predecessor Perio_4
Fathom OpCo Predecessor Period Acquisitions - Summit - Summary of Total Purchase Consideration Transferred (Details) - Summit [Member] $ in Thousands | Feb. 01, 2021USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 10,875 |
Fair value of total consideration transferred | $ 10,875 |
Fathom OpCo Predecessor Perio_5
Fathom OpCo Predecessor Period Acquisitions - Summit - Summary of Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Feb. 01, 2021 |
Recognized amounts of identifiable assets acquired and liabilities assumed | |||
Goodwill | $ 1,189,762 | $ 1,189,464 | |
Summit [Member] | |||
Recognized amounts of identifiable assets acquired and liabilities assumed | |||
Cash | $ 40 | ||
Accounts receivable, net | 627 | ||
Inventory | 339 | ||
Property and equipment, net | 4,371 | ||
Intangible assets | 5,000 | ||
Total assets acquired | 10,377 | ||
Accounts payable | 40 | ||
Deferred revenue | 776 | ||
Other current liabilities | 1,418 | ||
Total liabilities assumed | 2,234 | ||
Net identifiable assets acquired | 8,143 | ||
Goodwill | $ 2,732 |
Fathom OpCo Predecessor Perio_6
Fathom OpCo Predecessor Period Acquisitions - Summit - Summary of Intangible Assets Acquired in Acquisition (Details) - Summit [Member] $ in Thousands | Feb. 01, 2021USD ($) |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 5,000 |
Trade Names [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 400 |
Estimated Life (Years) | 5 years |
Customer Relationships [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 4,600 |
Estimated Life (Years) | 11 years |
Fathom OpCo Predecessor Perio_7
Fathom OpCo Predecessor Period Acquisitions - Summit - Summary of Revenue and Net (Loss) Income Since Acquisition (Details) - Summit [Member] $ in Thousands | Feb. 01, 2021USD ($) |
Business Acquisition [Line Items] | |
Revenue | $ 1,175 |
Net (loss) | $ (1,271) |
Revenue - Schedule of Revenue b
Revenue - Schedule of Revenue by Product Line (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 40,541 | $ 30,534 |
Additive Manufacturing | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 4,149 | 4,540 |
Injection Molding | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 6,815 | 6,637 |
CNC Machining | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 13,326 | 4,831 |
Precision Sheet Metal | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 14,683 | 13,117 |
Ancillary Product Lines | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 1,568 | $ 1,409 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Net [Abstract] | ||
Raw materials | $ 3,388 | $ 4,967 |
Work in process | 7,839 | 5,368 |
Finished goods | 1,689 | 3,506 |
Tooling | 604 | 605 |
Inventory, gross | 13,520 | 14,446 |
Allowance for obsolescence | (979) | (1,281) |
Total | $ 12,541 | $ 13,165 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 47,981 | $ 44,659 |
Accumulated depreciation and amortization | (1,733) | (132) |
Total | 46,248 | 44,527 |
Machinery & Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 34,570 | 33,182 |
Furniture & Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 322 | 180 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 671 | 804 |
Property and Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 5,910 | 7,180 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 6,058 | 2,859 |
Transportation Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 450 | $ 454 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property Plant And Equipment [Line Items] | ||
Depreciation and amortization | $ 4,517 | $ 2,672 |
Operating Expense [Member] | ||
Property Plant And Equipment [Line Items] | ||
Depreciation and amortization | 136 | 116 |
Cost of Revenue [Member] | ||
Property Plant And Equipment [Line Items] | ||
Depreciation and amortization | $ 1,465 | $ 854 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Schedule of Rollforward of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Balance | $ 1,189,464 |
Measurement period adjustments | 298 |
Balance | $ 1,189,762 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 270,000 | $ 270,000 |
Accumulated Amortization | 4,983 | 378 |
Net | 265,017 | 269,622 |
Trade Name [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | 70,000 | 70,000 |
Accumulated Amortization | 1,283 | 98 |
Net | 68,717 | 69,902 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | 180,000 | 180,000 |
Accumulated Amortization | 2,601 | 252 |
Net | 177,399 | 179,748 |
Developed Software [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | 15,700 | 4,300 |
Accumulated Amortization | 863 | 6 |
Net | 14,837 | 4,294 |
Developed Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | 4,300 | 15,700 |
Accumulated Amortization | 236 | 22 |
Net | $ 4,064 | $ 15,678 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 4,604,000 | $ 2,301,000 |
Intangible assets other than goodwill with indefinite useful lives | $ 0 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Schedule of Estimated Aggregate Amortization Expense (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2022 | $ 18,140 |
2023 | 18,140 |
2024 | 18,140 |
2025 | 18,140 |
2026 | $ 18,041 |
Warrant Liability - Additional
Warrant Liability - Additional Information (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Public Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Class of warrants or rights outstanding (in shares) | 8,625,000 | 8,625,000 |
Fair value price per warrant | $ 0.76 | |
Private Placement Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Class of warrants or rights outstanding (in shares) | 9,900,000 | 9,900,000 |
Fair value price per warrant | $ 1.94 |
Warrant Liability - Summary of
Warrant Liability - Summary of Number of Outstanding Warrants and Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Class Of Warrant Or Right [Line Items] | ||
Fair value of warrants | $ 25,800 | $ 33,900 |
Public Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number of outstanding warrants | 8,625,000 | 8,625,000 |
Fair value of warrants | $ 6,600 | $ 7,600 |
Private Placement Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number of outstanding warrants | 9,900,000 | 9,900,000 |
Fair value of warrants | $ 19,200 | $ 26,300 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 23, 2021 | |
Debt Instrument [Line Items] | ||||
Debt issuance costs gross | $ 1,828 | |||
Long term debt date of maturity | Dec. 31, 2026 | |||
Interest on debt increments period | 90 days | |||
Interest and debt expense | $ 1,473 | $ 2,114 | ||
Amortization of debt issuance costs | 100 | $ 96 | ||
Financing agreement maturity period | 10 months | |||
Financing payments | $ 3,001 | |||
Financing fee | $ 35 | |||
Financing annual rate | 2.57% | |||
SG&A Expenses [Member] | ||||
Debt Instrument [Line Items] | ||||
Insurance expense | 842 | |||
Prepaid Assets [Member] | ||||
Debt Instrument [Line Items] | ||||
Financing payments recognized in assets | 2,176 | |||
Other Current Liabilities [Member] | ||||
Debt Instrument [Line Items] | ||||
Financing payments recognized in liabilities | 2,090 | |||
Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face value | $ 125,000 | |||
New Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
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 | $ 22,000 | |||
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 | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total principal long-term debt | $ 146,219 | $ 152,000 |
Debt issuance costs | (1,713) | (1,812) |
Total debt, net | 144,506 | 150,188 |
Less: current portion of debt | 25,423 | 29,697 |
Long-term debt, net of current portion | $ 119,083 | $ 120,491 |
New Credit Agreement Revolver [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 3.99% | 3.60% |
Principal debt | $ 22,000 | $ 27,000 |
New Credit Agreement Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 4.51% | 3.72% |
Principal debt | $ 124,219 | $ 125,000 |
Other (Income) Expense - Schedu
Other (Income) Expense - Schedule of Other (Income) Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Other Income And Expenses [Abstract] | ||
Acquisition expenses | $ 1,339 | |
Loss on sale of assets | $ 24 | 83 |
Other | 92 | 118 |
Other expense | 116 | 1,540 |
Change in fair value of Fathom and Sponsor Earnout Shares | (18,970) | |
Change in fair value of Warrants | (8,100) | |
Other | (95) | (94) |
Other income | (27,165) | (94) |
Other (income) and expense, net | $ (27,049) | $ 1,446 |
Shared Based Compensation - Sch
Shared Based Compensation - Schedule of Stock Option Valuation Assumptions (Details)) - Stock Options [Member] | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (years) | 4 years 6 months |
Expected volatility | 58.70% |
Expected dividend yield | 0.00% |
Risk-free interest rate | 1.91% |
Fair value of share | $ 4.26 |
Shared Based Compensation - Add
Shared Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total intrinsic value of options exercised | $ 0 | ||
Share-based compensation expense | 2,130 | $ 139 | |
Common Class A [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of stock options granted to purchase shares of common stock | 317,091 | ||
Weighted average exercise price of stock options granted | $ 8.71 | ||
Vesting period | 3 years | ||
2021 Omnibus Plan [Member] | Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 1,312 | ||
Cost expected to be recognized, weighted average period | 2 years 11 months 1 day | ||
2021 Omnibus Plan [Member] | Restricted Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 10,259 | ||
Cost expected to be recognized, weighted average period | 2 years 10 months 6 days |
Shared Based Compensation - S_2
Shared Based Compensation - Schedule of Non-vested Restricted Stock Unit Activity - (Details) - Restricted Stock Units [Member] | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Beginning Balance | shares | 6,472,617 |
Shares, Granted | shares | 727,601 |
Shares, Ending Balance | shares | 7,200,218 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 8.21 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 9.01 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 9.01 |
Earnings Per Share and Earnin_3
Earnings Per Share and Earnings per Unit - Scheduled Basic Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator | ||
Net income (loss) | $ 23,098 | $ (500) |
Denominator | ||
Weighted average shares of Class A common stock outstanding-basic | 50,785,656 | |
Basic Earnings Per Share | $ 0.45 | |
Class A Common Units [Member] | ||
Numerator | ||
Net income (loss) | $ 17,839 | (355) |
Less: Net loss attributable to non-controlling interests | (5,259) | |
Net income (loss) attributable to common stock/Unit | $ 23,098 | $ (1,969) |
Denominator | ||
Weighted average shares of Class A common stock outstanding-basic | 50,785,656 | 5,480,611 |
Basic Earnings Per Share | $ 0.45 |
Earnings Per Share and Earnin_4
Earnings Per Share and Earnings Per Unit - Scheduled Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator | ||
Net income attributable to holders of Class A common stock | $ 23,098 | $ (500) |
Denominator | ||
Weighted average shares of Class A common stock outstanding-basic | 50,785,656 | |
Effect of Dilutive Securities | ||
Weighted average shares of Class A common stock outstanding-diluted | 135,839,973 | |
Diluted Earnings Per Share | $ 0.13 | |
Class A Common Units [Member] | ||
Numerator | ||
Net income attributable to holders of Class A common stock | $ 17,839 | $ (355) |
Denominator | ||
Weighted average shares of Class A common stock outstanding-basic | 50,785,656 | 5,480,611 |
Effect of Dilutive Securities | ||
Assumed exchange for shares of Class A common stock | 85,054,317 | |
Weighted average shares of Class A common stock outstanding-diluted | 135,839,973 | |
Diluted Earnings Per Share | $ 0.13 |
Earnings Per Share and Earnin_5
Earnings Per Share and Earnings per Unit - Summary of Earnings Per Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Net Income Loss Available To Common Stockholders Basic [Abstract] | |||
Net loss | $ 23,098 | $ (500) | |
Weighted-average units used to compute basic earnings per unit | 50,785,656 | ||
Basic and Diluted Loss Per Unit | [1] | $ (0.36) | |
Class A Common Units [Member] | |||
Net Income Loss Available To Common Stockholders Basic [Abstract] | |||
Net loss | $ 17,839 | $ (355) | |
Less: annual dividends on redeemable preferred units | (1,614) | ||
Net income (loss) attributable to common stock/Unit | $ 23,098 | $ (1,969) | |
Weighted-average units used to compute basic earnings per unit | 50,785,656 | 5,480,611 | |
Basic and Diluted Loss Per Unit | $ (0.36) | ||
Class B Common Stock [Member] | |||
Net Income Loss Available To Common Stockholders Basic [Abstract] | |||
Net loss | $ (145) | ||
Less: annual dividends on redeemable preferred units | (660) | ||
Net income (loss) attributable to common stock/Unit | $ (805) | ||
Weighted-average units used to compute basic earnings per unit | 2,242,981 | ||
Basic and Diluted Loss Per Unit | $ (0.36) | ||
[1] | Basic and diluted net loss per unit amounts are the same for both Class A common units and Class B common units. See Note 13. |
Shareholders' Equity, Noncont_3
Shareholders' Equity, Noncontrolling interest, and Members' Equity - Additional Information (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
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 | 50,785,656 | |
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 | 84,294,971 | |
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, Noncont_4
Shareholders' Equity, Noncontrolling interest, and Members' Equity - Schedule Of Calculation Of Comprehensive Loss Attributable To Non-controlling Interest Holders (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Noncontrolling Interest [Line Items] | ||
Fathom OpCo comprehensive loss | $ 22,991 | $ (607) |
Comprehensive loss attributable to non-controlling interest | (5,259) | |
Fathom OpCo [Member] | ||
Noncontrolling Interest [Line Items] | ||
Fathom OpCo comprehensive loss | $ (8,429) | |
Non-controlling interest percentage | 62.40% | |
Comprehensive loss attributable to non-controlling interest | $ (5,259) |
Shareholders' Equity, Noncont_5
Shareholders' Equity, Noncontrolling interest, and Members' Equity - Schedule Of Members Equity (Details) | Mar. 31, 2022shares |
Class A Common Units [Member] | |
Members Equity [Line Items] | |
Common Unit, Outstanding | 5,480,611 |
Class B Common Units [Member] | |
Members Equity [Line Items] | |
Common Unit, Outstanding | 2,242,981 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Leases, initial term | 12 months | |
Operating lease rent expense | $ 767 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Leases, renewal terms | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Leases, renewal terms | 10 years |
Leases - Schedule of Balance Sh
Leases - Schedule of Balance Sheet Disclosure of Leases (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Assets | |
Operating | $ 8,808 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Operating |
Financing | $ 2,417 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Financing |
Total lease assets | $ 11,225 |
Current | |
Operating | $ 2,937 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Operating |
Financing | $ 185 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Financing |
Non-Current | |
Operating | $ 5,917 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Operating |
Financing | $ 2,278 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Financing |
Total lease liability | $ 11,317 |
Leases - Summary of Lease Costs
Leases - Summary of Lease Costs Included in Unaudited Statement of Comprehensive Income (Loss) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Lease, Cost [Abstract] | |
Operating lease cost | $ 803 |
Short-term lease cost | 4 |
Finance lease cost | |
Amortization of ROU assets | 54 |
Interest on lease liabilities | 35 |
Sublease income | (34) |
Total lease costs | $ 862 |
Weighted-average remaining lease term (years), Operating | 3 years 8 months 12 days |
Weighted-average remaining lease term (years), Financing | 8 years 10 months 24 days |
Weighted-average discount rate, Operating | 4.20% |
Weighted-average discount rate, Financing | 5.60% |
Leases - Summary of Maturities
Leases - Summary of Maturities of Leases (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Operating Leases | |
2022 | $ 2,438 |
2023 | 2,951 |
2024 | 1,780 |
2025 | 1,126 |
2026 | 638 |
Thereafter | 693 |
Lessee, Operating Lease, Liability, to be Paid, Total | 9,627 |
Less: Discount | 773 |
Present value of lease liability | 8,854 |
Financing Leases | |
2022 | 239 |
2023 | 325 |
2024 | 335 |
2025 | 345 |
2026 | 356 |
Thereafter | 1,566 |
Finance Lease, Liability, Payment, Due, Total | 3,167 |
Less: Discount | 704 |
Present value of lease liability | 2,463 |
Total | |
2022 | 2,677 |
2023 | 3,276 |
2024 | 2,115 |
2025 | 1,471 |
2026 | 994 |
Thereafter | 2,259 |
Lease Liability Payments Due, Total | 12,794 |
Less: Discount | 1,477 |
Present value of lease liability | $ 11,317 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payment Obligations (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases, Operating [Abstract] | |
2022 | $ 3,212 |
2023 | 3,027 |
2024 | 1,959 |
2025 | 1,253 |
2026 | 443 |
Thereafter | 328 |
Total future lease payments | $ 10,222 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Management Services Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Related party transactions, expenses | $ 71 | $ 353 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Fair Value Measurement of Assets and Liabilities Based on Hierarchy (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | $ 88,708 | $ 115,778 |
Tax Receivable Agreement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 4,600 | 4,600 |
Fathom OpCo Acquisitions Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 3,598 | 3,598 |
Sponsor Earnout Shares Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 7,020 | 9,380 |
Fathom Earnout Shares Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 47,690 | 64,300 |
Warrant Liability - Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 6,600 | 7,600 |
Warrant liability – Private Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 19,200 | 26,300 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 6,600 | 7,600 |
Level 1 | Warrant Liability - Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 6,600 | 7,600 |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 82,108 | 108,178 |
Level 3 | Tax Receivable Agreement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 4,600 | 4,600 |
Level 3 | Fathom OpCo Acquisitions Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 3,598 | 3,598 |
Level 3 | Sponsor Earnout Shares Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 7,020 | 9,380 |
Level 3 | Fathom Earnout Shares Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 47,690 | 64,300 |
Level 3 | Warrant liability – Private Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | $ 19,200 | $ 26,300 |
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 | 3 Months Ended | |
Mar. 31, 2022USD ($) | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Fair value, Beginning Balance | $ 108,178 | |
Net Gain | (26,070) | [1] |
Fair value, Ending Balance | 82,108 | |
Tax Receivable Agreement Liability | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Fair value, Beginning Balance | 4,600 | |
Fair value, Ending Balance | 4,600 | |
Fathom OpCo Acquisitions Contingent Consideration | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Fair value, Beginning Balance | 3,598 | |
Fair value, Ending Balance | 3,598 | |
Sponsor Earnout Shares Liability | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Fair value, Beginning Balance | 9,380 | |
Net Gain | (2,360) | [1] |
Fair value, Ending Balance | 7,020 | |
Fathom Earnout Shares Liability | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Fair value, Beginning Balance | 64,300 | |
Net Gain | (16,610) | [1] |
Fair value, Ending Balance | 47,690 | |
Warrant liability – Private Placement Warrants | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Fair value, Beginning Balance | 26,300 | |
Net Gain | (7,100) | [1] |
Fair value, Ending Balance | $ 19,200 | |
[1] | Net gains on changes in recurring level 3 fair value measurements are recognized in Other income in our unaudited consolidated statement of comprehensive loss. |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022USD ($)yr$ / shares | Mar. 31, 2021 | Dec. 31, 2021 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Corporate tax rate | 2.48% | 1.91% | |
Tax Receivable Agreement [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Corporate tax rate | 26.90% | ||
Non-controlling interest percentage | 37.60% | ||
Initial amortization deductions | $ 52,400 | ||
Taxable income forecast | $ 126,000 | ||
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 | 85.9 | ||
Stock price, per share | $ / shares | $ 6.18 | ||
Sale of stock price percentage | 25.00% | ||
Earnout Shares [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Expected term | 5 years | ||
Risk-free interest rate | 1.25% | ||
Strike Price [Member] | Private Placement Warrants [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Fair value measurements | 11.50 | ||
Expected Term [Member] | Private Placement Warrants [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Fair value measurements | yr | 5 | ||
Volatility [Member] | Private Placement Warrants [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Fair value measurements | 25 | ||
Operating Asset Volatility [Member] | Earnout Shares [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Volatility | 87.60% | ||
Equity Volatility [Member] | Earnout Shares [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Volatility | 91.70% | ||
Minimum [Member] | Tax Receivable Agreement [Member] | Class A Common Stock [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Cost of debt percentage | 5.60% | ||
Maximum [Member] | Tax Receivable Agreement [Member] | Class A Common Stock [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Cost of debt percentage | 9.40% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 454,000 | $ 9,000 |
Effective tax rate | 2.48% | 1.91% |
Income tax expense or benefits, uncertain tax positions | $ 0 |
Variable Interest Entity - Summ
Variable Interest Entity - Summary of Total Assets, Liabilities, and Equity of the Company's Consolidated VEI (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Variable Interest Entity [Line Items] | ||||
Total assets | $ 1,570,068 | $ 1,566,374 | ||
Total liabilities | 289,365 | 305,615 | ||
Total equity | 443,980 | $ 418,777 | $ 35,412 | $ 36,019 |
Variable Interest Entity, Primary Beneficiary [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Total assets | 1,569,797 | |||
Total liabilities | 204,255 | |||
Total equity | $ 1,365,542 |