Fathom Digital Manufacturing Corporation - Ordinary Shares (FATH) 10-Q 14 Aug 23 2023 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2023	Aug. 11, 2023
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Registrant Name	Fathom Digital Manufacturing Corporation
Entity Central Index Key	0001836176
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Current Reporting Status	Yes
Entity File Number	001-39994
Entity Tax Identification Number	40-0023833
Entity Address, Address Line One	1050 Walnut Ridge Drive
Entity Address, City or Town	Hartland
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53029
City Area Code	262
Local Phone Number	367-8254
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	DE
Document Quarterly Report	true
Document Transition Report	false
Common Class A [Member]
Document Information [Line Items]
Trading Symbol	FATH
Entity Common Stock, Shares Outstanding		70,085,417
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NYSE
Warrants To Purchase Class A Common Stock [Member]
Document Information [Line Items]
Trading Symbol	FATH.WS
Title of 12(b) Security	Warrants to purchase Class A common stock
Security Exchange Name	NYSE
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		65,547,589

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands		Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash		$ 10,733	$ 10,713
Accounts receivable, net	[1]	24,496	28,641
Inventory		17,177	15,718
Prepaid expenses and other current assets		2,618	3,588
Total current assets		55,024	58,660
Property and equipment, net		48,384	47,703
Right-of-use lease assets, net		12,034	12,565
Intangible assets, net		242,342	251,412
Other non-current assets		144	175
Total assets		357,928	370,515
Current liabilities
Accounts payable	[2]	10,311	7,982
Accrued expenses		8,155	8,176
Current lease liability		2,233	2,374
Other current liabilities		3,478	4,828
Current portion of debt, net		49,167	42,744
Total current liabilities		73,344	66,104
Long-term debt, net		109,551	114,327
Fathom earnout shares liability		808	5,960
Sponsor earnout shares liability		137	930
Warrant liability		600	2,780
Payable to related parties pursuant to the tax receivable agreement (includes $4,050 and $4,000 at fair value, respectively)		28,263	25,360
Noncurrent lease liability		10,285	11,083
Total liabilities		222,988	226,544
Commitments and Contingencies:
Contingently Redeemable Preferred Equity:
Redeemable non-controlling interest in Fathom OpCo		80,059	92,207
Shareholders’ equity
Preferred Stock, $0.0001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively		0	0
Additional paid-in-capital		592,068	587,941
Accumulated other comprehensive loss		(107)	(107)
Accumulated deficit		(537,094)	(536,084)
Shareholders' equity attributable to Fathom Digital Manufacturing Corporation		54,881	51,764
Total Liabilities, Shareholders' Equity and Redeemable Non-Controlling Interest		357,928	370,515
Class A Common Stock [Member]
Shareholders’ equity
Common stock		7	7
Class B Common Stock [Member]
Shareholders’ equity
Common stock		7	7
Class C Common Stock [Member]
Shareholders’ equity
Common stock		$ 0	$ 0
[1] Inclusive of allowance for expected credit losses of $ 570 as of June 30, 2023 and allowance for doubtful accounts of $ 876 as of December 31, 2022, respectively Inclusive of accounts payable to related parties o f $ 1,021 and $ 1,007 as of June 30, 2023 and December 31, 2022, respectively

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Common stock, shares authorized (in shares)	500,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Allowance for expected credit losses	$ 570	$ 876
Fair value of payable to related parties pursuant to the tax receivable agreement	4,050	4,000
Accounts payable, Related parties, Current	$ 1,021	$ 1,007
Class A Common Stock [Member]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock, shares issued (in shares)	70,085,417	65,808,764
Common stock, shares outstanding	70,085,417	65,808,764
Class B Common Stock [Member]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	180,000,000	180,000,000
Common stock, shares issued (in shares)	66,547,589	70,153,051
Common stock, shares outstanding	66,547,589	70,153,051
Class C Common Stock [Member]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	10,000,000	10,000,000
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding	0	0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue		$ 34,474	$ 41,985	$ 69,481	$ 82,526
Cost of revenue	[1],[2],[3]	23,940	26,437	47,002	54,981
Gross profit		10,534	15,548	22,479	27,545
Operating expenses
Selling, general, and administrative		9,445	11,617	20,217	26,381
Depreciation and amortization		4,643	4,452	9,218	8,968
Restructuring		1,406		2,056
Total operating expenses		15,494	16,069	31,491	35,349
Operating loss		(4,960)	(521)	(9,012)	(7,804)
Interest expense and other (income) expense
Interest expense		3,959	1,858	7,429	3,332
Other expense		65	129	138	195
Other income		(1,784)	(36,108)	(8,103)	(63,223)
Total interest expense and other (income) expense, net		2,240	(34,121)	(536)	(59,696)
Net (loss) income before income tax		(7,200)	33,601	(8,476)	51,892
Income tax expense (benefit)		64	(683)	119	(1,386)
Net (loss) income		(7,264)	34,284	(8,595)	53,278
Net loss attributable to Fathom OpCo non-controlling interest		(4,139)	(442)	(7,585)	(5,702)
Net (loss) income attributable to controlling interest		(3,125)	34,726	(1,010)	58,980
Comprehensive (loss) income:
(Loss) from foreign currency translation adjustments					(107)
Comprehensive (loss) income, net of tax		$ (3,125)	$ 34,726	$ (1,010)	$ 58,873
Class A Common Stock [Member]
Net (loss) income per share attributable to shares of Class A common stock
Basic		$ (0.04)	$ 0.66	$ (0.01)	$ 1.14
Diluted		$ (0.02)	$ 0.26	$ (0.01)	$ 0.44
Weighted average shares outstanding
Basic		69,703,407	52,259,885	68,382,896	51,530,961
Diluted		136,302,053	135,524,773	136,213,635	135,305,168
[1] Inclusive of $ 1,822 and $ 1,541 of depreciation and amortization for the three months ended June 30, 2023 and June 30, 2022, respectively; and of $ 3,325 and $ 3,236 fo r the six months ended June 30, 2023 and June 30, 2022, respectively; Inclusive of $ 0 and $ 0 of inventory step-up amortization for the three months ended June 30, 2023 and June 30, 2022, respectively, and $ 0 and $ 3,241 for the six months ended June 30, 2023 and June 30, 2022, respectively Inclusive of $ 2,346 and $ 1,852 of cost of revenue related to inventory purchases from a related party for the three months ended June 30, 2023 and June 30, 2022, respectively; and $ 4,078 and $ 4,137 for the six months ended June 30, 2023 and June 30, 2022, respectively; and

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Cost, depreciation and amortization	$ 1,822	$ 1,541	$ 3,325	$ 3,236
Inventory step up amortization	0	0	0	3,241
Related Party [Member]
Cost, inventory purchases from related party	$ 2,346	$ 1,852	$ 4,078	$ 4,137

Condensed Consolidated Statem_3

Condensed Consolidated Statement of Shareholders' Equity and Redeemable Non-Controlling Interest (Unaudited) - USD ($) $ in Thousands	Total	Revision of Prior Period, Accounting Standards Update, Adjustment	Common Stock Class A Common Shares	Common Stock Class B Common Shares	Additional Paid-in Capital	Accumulated Deficit	Accumulated Deficit Revision of Prior Period, Accounting Standards Update, Adjustment	Acumulated Other Comprehensive Loss	Redeemable Non-controlling Interest
Shareholders' equity beginning balance at Dec. 31, 2021	$ 418,777		$ 5	$ 8	$ 466,345	$ (47,581)
Shareholders' equity beginning balance (in shares) at Dec. 31, 2021			50,785,656	84,294,971
Opening Balance, Value, Redeemable Noncontrolling Interest at Dec. 31, 2021									$ 841,982
Equity based compensation	2,130				2,130
Accounting Standards Update [Extensible Enumeration]							us-gaap:AccountingStandardsUpdate201602Member
Shareholders' equity ending balance at Mar. 31, 2022		$ 82					$ 82
Net (loss) income	24,258					24,258			(5,259)
Other comprehensive loss	(107)							$ (107)
Shareholders' equity ending balance at Mar. 31, 2022	445,140		$ 5	$ 8	468,475	(23,241)		(107)	836,723
Shareholders' equity ending balance (in shares) at Mar. 31, 2022			50,785,656	84,294,971
Shareholders' equity beginning balance at Dec. 31, 2021	418,777		$ 5	$ 8	466,345	(47,581)
Shareholders' equity beginning balance (in shares) at Dec. 31, 2021			50,785,656	84,294,971
Opening Balance, Value, Redeemable Noncontrolling Interest at Dec. 31, 2021									841,982
Shareholders' equity ending balance at Jun. 30, 2022	557,614				546,223	11,485
Net (loss) income	58,980
Shareholders' equity ending balance at Jun. 30, 2022	557,614		$ 6	$ 7	546,223	11,485		(107)
Shareholders' equity ending balance (in shares) at Jun. 30, 2022			61,596,519	74,014,640
Closing Balance, Value, Redeemable Noncontrolling Interest at Jun. 30, 2022									749,615
Shareholders' equity beginning balance at Mar. 31, 2022	445,140		$ 5	$ 8	468,475	(23,241)		(107)	836,723
Shareholders' equity beginning balance (in shares) at Mar. 31, 2022			50,785,656	84,294,971
Equity based compensation	1,795				1,795
Shareholders' equity ending balance at Jun. 30, 2022	557,614				546,223	11,485
Net (loss) income	34,726					34,726			(442)
Vesting of restricted shares, net of tax withholding	(2,258)				(2,258)
Vesting of restricted shares, net of tax withholding (in shares)			530,532
Exchange of Class B common stock and Fathom Opco units			$ 1	$ (1)
Exchange of Class B common stock and Fathom Opco units (in shares)			10,280,331	(10,280,331)
Non-controlling interest remeasurement	86,666				86,666				(86,666)
Tax receivable agreement liability on capital transactions	(15,870)				(15,870)
Tax impact of exchange of Class B common stock and Fathom Opco units	7,415				7,415
Shareholders' equity ending balance at Jun. 30, 2022	557,614		$ 6	$ 7	546,223	11,485		(107)
Shareholders' equity ending balance (in shares) at Jun. 30, 2022			61,596,519	74,014,640
Closing Balance, Value, Redeemable Noncontrolling Interest at Jun. 30, 2022									749,615
Shareholders' equity beginning balance at Dec. 31, 2022	51,764		$ 7	$ 7	587,941	(536,084)		(107)
Shareholders' equity beginning balance (in shares) at Dec. 31, 2022			65,808,764	70,153,051
Opening Balance, Value, Redeemable Noncontrolling Interest at Dec. 31, 2022	92,207								92,207
Equity based compensation	1,093				1,093
Net (loss) income	2,115					2,115			(3,447)
Vesting of restricted shares, net of tax withholding (in shares)			277,480
Exchange of Class B common stock and Fathom Opco units (in shares)			3,460,270	(3,460,270)
Non-controlling interest remeasurement	4,477				4,477				(4,477)
Tax receivable agreement liability on capital transactions	(2,500)				(2,500)
Shareholders' equity ending balance at Mar. 31, 2023	56,949		$ 7	$ 7	591,011	(533,969)		(107)
Shareholders' equity ending balance (in shares) at Mar. 31, 2023			69,546,514	66,692,781
Closing Balance, Value, Redeemable Noncontrolling Interest at Mar. 31, 2023									84,283
Shareholders' equity beginning balance at Dec. 31, 2022	51,764		$ 7	$ 7	587,941	(536,084)		(107)
Shareholders' equity beginning balance (in shares) at Dec. 31, 2022			65,808,764	70,153,051
Opening Balance, Value, Redeemable Noncontrolling Interest at Dec. 31, 2022	92,207								92,207
Shareholders' equity ending balance at Jun. 30, 2023	54,881
Net (loss) income	(1,010)
Shareholders' equity ending balance at Jun. 30, 2023	54,881		$ 7	$ 7	592,068	(537,094)		(107)
Shareholders' equity ending balance (in shares) at Jun. 30, 2023			70,085,183	66,547,589
Closing Balance, Value, Redeemable Noncontrolling Interest at Jun. 30, 2023	80,059								80,059
Shareholders' equity beginning balance at Mar. 31, 2023	56,949		$ 7	$ 7	591,011	(533,969)		(107)
Shareholders' equity beginning balance (in shares) at Mar. 31, 2023			69,546,514	66,692,781
Opening Balance, Value, Redeemable Noncontrolling Interest at Mar. 31, 2023									84,283
Equity based compensation	1,239				1,239
Shareholders' equity ending balance at Jun. 30, 2023	54,881
Net (loss) income	(3,125)					(3,125)			(4,139)
Vesting of restricted shares, net of tax withholding (in shares)			143,829
Issuance of Class A shares under Employee Stock Purchase Plan	86				86
Issuance of Class A shares under Employee Stock Purchase Plan (in shares)			249,648
Exchange of Class B common stock and Fathom Opco units (in shares)			145,192	(145,192)
Non-controlling interest remeasurement	85				85				(85)
Tax receivable agreement liability on capital transactions	(353)				(353)
Shareholders' equity ending balance at Jun. 30, 2023	54,881		$ 7	$ 7	$ 592,068	$ (537,094)		$ (107)
Shareholders' equity ending balance (in shares) at Jun. 30, 2023			70,085,183	66,547,589
Closing Balance, Value, Redeemable Noncontrolling Interest at Jun. 30, 2023	$ 80,059								$ 80,059

Condensed Consolidated Statem_4

Condensed Consolidated Statement of Shareholders' Equity and Redeemable Non-Controlling Interest (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2023	Jun. 30, 2022
Common Stock | Class A Common Shares
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock | Class B Common Shares
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001

Condensed Consolidated Statem_5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities
Net (loss) income attributable to controlling interest	$ (1,010)	$ 58,980
Adjustments to reconcile net (loss) income to net cash from operating activities:
Depreciation and amortization	12,543	12,204
Amortization of inventory step-up	0	3,241
(Gain) Loss on disposal of property and equipment		(164)
Share-based compensation	2,332	3,925
Noncash lease expense, net	336	266
Deferred taxes		(2,199)
Bad debt expense	68
Non-controlling interest share of Fathom OpCo net loss	(7,585)	(5,701)
Change in fair value of Fathom earnout shares liability	(5,152)	(36,610)
Change in fair value of Sponsor earnout shares liability	(793)	(5,290)
Change in fair value of warrant liability	(2,180)	(20,600)
Change in fair value of tax receivable agreement	50	(200)
Change in fair value of contingent consideration		(148)
Amortization of debt financing costs	296	230
Changes in operating assets and liabilities that provided cash:
Accounts receivable	4,077	(1,430)
Inventory	(1,459)	(4,176)
Prepaid expenses and other assets	1,001	985
Accounts payable	1,211	(324)
Accrued liabilities and other	(1,612)	1,277
Net cash provided by operating activities	2,123	4,266
Cash Flows from Investing Activities
Purchase of property and equipment	(3,036)	(6,671)
Net cash used in investing activities	(3,036)	(6,671)
Cash Flows from Financing Activities
Proceeds from revolving credit facility, net	5,000
Payments on debt	(3,126)	(1,562)
Payments on finance leases	(162)	(157)
Payment of debt issuance costs	(524)
Tax payment for shares withheld in lieu of taxes		(2,258)
Proceeds from issuance of common stock uder ESPP	86
Cash paid for contingent consideration	(341)	(2,750)
Net cash provided by (used in) financing activities	933	(6,727)
Effect of exchange rate changes on cash, and cash equivalents		(107)
Net increase (decrease) in cash	20	(9,239)
Cash, beginning of period	10,713	20,357
Cash, end of period	10,733	11,118
Supplemental Cash Flows Information:
Cash paid for interest	6,601	1,686
Cash paid for taxes	577
Cash paid to related parties	4,065	4,826
Significant Non-Cash Transactions:
Property and equipment noncash transaction	1,118	1,485
Right-of-use assets acquired through lease liabilities	$ 788	$ 11,986

Nature of Business

Nature of Business	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business	Note 1. Nature of Business Fathom Digital Manufacturing Corporation (“Fathom”, "Successor", or the “Company”) was incorporated as a Delaware corporation on December 23, 2021. Fathom was previously named Altimar Acquisition Corp. II ("Altimar II") before deregistering as an exempted company in the Cayman Islands. Fathom, through its consolidated subsidiary, Fathom Holdco, LLC (“Fathom OpCo”), is a leading on-demand digital manufacturing platform in North America, providing comprehensive product development and manufacturing services to many of the largest and most innovative companies in the world. Fathom OpCo was formed on April 16, 2021 , as a limited liability company in accordance with the provisions of the Delaware Limited Liability Company Act, for the purpose of holding a 100 percent equity interest in MCT Group Holdings, LLC and its subsidiaries (“MCT Holdings”) and holding a 100 percent equity interest in Incodema Holdings, LLC and its subsidiaries (“Incodema Holdings”). Capitalized terms used but not otherwise defined herein have the meanings given to such terms in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, as amended by Amendment No.1. thereto (the "2022 Form 10-K").

Basis of Presentation

Basis of Presentation	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Note 2. Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Fathom Digital Manufacturing Corporation and all majority-owned subsidiaries and entities in which a controlling interest is maintained. All significant intercompany transactions and balances have been eliminated in consolidation. The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim reports. Accordingly, they do not include all the information and notes required by GAAP for complete financial statements and should be read in conjunction with the audited financial statements included in our 2022 Form 10-K. The Company's annual reporting period is the calendar year. In the Company’s opinion, the unaudited condensed consolidated financial statements contain all adjustments, consisting of adjustments of a normal, recurring nature, necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year. The preparation of financial statements in accordance with GAAP requires management to make estimates, judgments, and assumptions that affect the amounts reported in the financial statements. Actual results may differ from those estimates, judgments, and assumptions. Amounts in the prior years' unaudited condensed consolidated financial statements are reclassified whenever necessary to conform to the current year's presentation. The condensed consolidated financial statements included in this Form 10-Q have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The reasonable probability of the Company being in non-compliance with the minimum EBITDA debt covenant requirements as of September 30, 2023, will require the Company to seek an amendment, waiver, or other changes to the Credit Agreement. At this time, we expect to be able to successfully complete one of these actions; however there is no assurance that we will be successful, and our inability to obtain on acceptable terms such relief would likely have a material adverse effect on the Company. This uncertainty raises substantial doubt about the Company’s ability to continue as a going concern within one year after the issuance date of the accompanying unaudited condensed consolidated financial statements. Recently Adopted Accounting Standards The FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments ("ASC 326"), which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments including trade receivables and available for sale debt securities. ASC 326 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The new standard was effective for the Company beginning January 1, 2023, and was applied using a modified retrospective transition method. The FASB subsequently issued other related ASUs that amend ASU No. 2016-13 to provide clarification and additional guidance. The Company concluded that the adoption of ASC 326 did not have a material impact on the condensed consolidated financial statements.

Immaterial Error Correction of

Immaterial Error Correction of Previously Issued Financial Statements	6 Months Ended
	Jun. 30, 2023
Condensed Financial Information Disclosure [Abstract]
Immaterial Error Correction of Previously Issued Financial Statements	Note 3. Immaterial Error Correction of Previously Issued Financial Statements The Company has made certain adjustments to previously reported amounts for correcting immaterial errors in our unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2022. These adjustments corrected our income tax benefit (expense) and associated deferred tax liability or deferred tax asset due to completion of a comprehensive review of our opening tax basis acquired in the Business Combination. We evaluated these matters in accordance with SAB No. 99, Materiality and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements and determined that their related impact was not material to the financial statements for any prior annual or interim periods. The Company will correct previously reported financial information for these immaterial matters in our future filings, as applicable. These corrections of immaterial errors do not have any impact on the previously reported financial information for the fiscal year ended December 31, 2022. In addition, we made an adjustment to correct an immaterial presentation error regarding the effect of exchange rate changes on cash in our unaudited condensed consolidated statements of cash flows. A summary of the adjustments to our prior period unaudited condensed consolidated statement of comprehensive income (loss) is presented below: Three Months Ended June 30, 2022 As Reported Adjustments As Adjusted Net income before income tax $ 33,601 $ - $ 33,601 Income tax benefit ( 378 ) ( 305 ) ( 683 ) Net income 33,979 ( 305 ) 34,284 Net loss attributable to Fathom OpCo non-controlling interest ( 442 ) - ( 442 ) Net income attributable to controlling interest 34,421 ( 305 ) 34,726 Comprehensive income (loss): Loss from foreign currency translation adjustments - - - Comprehensive income, net of tax $ 34,421 $ ( 305 ) $ 34,726 Six Months Ended June 30, 2022 As Reported Adjustments As Adjusted Net income before income tax $ 51,892 $ - $ 51,892 Income tax expense (benefit) 79 ( 1,465 ) ( 1,386 ) Net income 51,813 ( 1,465 ) 53,278 Net loss attributable to Fathom OpCo non-controlling interest ( 5,702 ) - ( 5,702 ) Net income attributable to controlling interest 57,515 ( 1,465 ) 58,980 Comprehensive income (loss): Loss from foreign currency translation adjustments ( 107 ) - ( 107 ) Comprehensive income, net of tax $ 57,408 $ ( 1,465 ) $ 58,873 The following table presents the effect of the adjustments to our prior period unaudited condensed consolidated statement of cash flows. Six Months Ended June 30, 2022 As Reported Adjustments As Adjusted Cash Flows from Operating Activities Net income $ 57,515 $ 1,465 $ 58,980 Adjustments to reconcile net income to net cash from operating activities: Deferred taxes ( 734 ) ( 1,465 ) ( 2,199 ) Foreign currency translation adjustment ( 107 ) 107 - Net cash provided by operating activities 4,159 107 4,266 Net cash used in investing activities ( 6,671 ) - ( 6,671 ) Net cash used in financing activities ( 6,727 ) - ( 6,727 ) Effect of exchange rate changes on cash, and cash equivalents - ( 107 ) ( 107 ) Net decrease in cash $ ( 9,239 ) $ - $ ( 9,239 ) The following table presents the effect of the adjustments to our prior period unaudited condensed consolidated statement of shareholders' equity and redeemable non-controlling interest. June 30, 2022 As Reported Adjustments As Adjusted Accumulated deficit $ 9,913 $ 1,572 $ 11,485 Additional paid-in-capital 554,159 ( 7,936 ) 546,223 Other comprehensive loss - ( 107 ) ( 107 ) Total equity attributable to Fathom 564,085 ( 6,471 ) 557,614

Revenue

Revenue	6 Months Ended
	Jun. 30, 2023
Revenue from Contract with Customer [Abstract]
Revenue	Note 4. Revenue The Company accounts for revenue in accordance with ASC 606 . Revenue is recognized in five steps. The Company identifies the contract with the customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to the performance obligations, and recognizes revenue when (or as) each performance obligation is satisfied. Collectability is a required component of a valid contract. The Company assesses collectability based on a number of factors, including the customer’s past payment history and current creditworthiness. If collectability is not considered probable at inception, the Company would recognize revenue upon cash collection. The Company provides high quality, advanced rapid prototyping, precision manufacturing and finishing services in low-to-mid volume production scenarios. The Company’s suite of on-demand digital manufacturing services includes additive manufacturing, machining, and molding technologies as well as sheet metal cutting, etching, and forming solutions for customers in the aerospace and defense, electronics, medical, automotive, consumer, and industrial industries, among others. As a result, the majority of revenue recognized in a reporting period is based on completed, invoiced contracts. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606. Substantially all of the Company’s Additive Manufacturing, CNC Machining, Urethane Casting, Precision Sheet Metal, and Chemical Etching contracts have a single performance obligation. The majority of the Company’s injection molding contracts have multiple performance obligations including one obligation to produce the mold and sample part and a second obligation to produce production parts. For injection molding contracts with multiple performance obligations, the Company allocates revenue to each performance obligation based on its relative standalone selling price. For the year ended December 31, 2022, and the three months ended March 31, 2023, the Company was not able to support over time revenue recognition for performance obligations to produce the mold and sample part and therefore recognized revenue for each performance obligation on a point-in time basis upon shipment. Effective for the three months ended June 30, 2023, the Company has enabled additional processes and controls to support recognizing revenue using the input method basis for those performance obligations where appropriate. This change in revenue recognition policy is immaterial to the overall financial statements in all periods included in this Form 10-Q. Revenue by product line for the three and six months ended June 30, 2023 and June 30, 2022 are as follows: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Revenue: Additive Manufacturing $ 3,287 $ 4,410 $ 6,875 $ 8,559 Injection Molding 6,064 7,093 10,743 13,908 CNC Machining 13,240 14,584 27,470 27,910 Precision Sheet Metal 10,164 14,751 20,547 29,434 Ancillary Product Lines 1,719 1,147 3,846 2,715 Total revenue $ 34,474 $ 41,985 $ 69,481 $ 82,526

Inventories

Inventories	6 Months Ended
	Jun. 30, 2023
Inventory Disclosure [Abstract]
Inventories	Note 5. Inventories Inventory consists primarily of finished goods, raw materials, and work in process, which are recorded at the lower of cost or net realizable value, which approximates first-in, first-out (“FIFO”) cost. The Company periodically reviews its inventory for slow-moving, damaged, and discontinued items and provides allowances to reduce such items identified to their net recoverable amounts. The Company’s inventory consisted of the following at June 30, 2023, and December 31, 2022: June 30, 2023 December 31, 2022 Raw materials $ 8,474 $ 4,201 Work in process 6,658 7,042 Finished goods 2,556 5,381 17,688 16,624 Allowance for obsolescence ( 511 ) ( 906 ) Total $ 17,177 $ 15,718

Property and Equipment

Property and Equipment	6 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Property and Equipment	Note 6. Property and Equipment Property and equipment consisted of the following as of June 30, 2023, and December 31, 2022: June 30, 2023 December 31, 2022 Estimated Useful Life Machinery and equipment $ 42,314 $ 39,516 6 - 10 Furniture and fixtures 3,628 3,100 10 Computer hardware 360 374 5 Property and leasehold improvements 7,052 6,839 3 - 23 Construction in progress 3,952 3,893 n/a Auto / transportation equipment 319 312 3 Total 57,625 54,034 Accumulated depreciation ( 9,241 ) ( 6,331 ) Total $ 48,384 $ 47,703 Depr eciation expense included in operating expenses for the three months ended June 30, 2023, and June 30, 2022 was $ 322 and $ 138 , respectively, and $ 577 and $ 274 for the six months ended June 30, 2023 and June 30, 2022, respectively. Depreciation expense included in cost of revenues for the three months ended June 30, 2023 and June 30, 2022 was $ 1,607 and $ 1,326 , respectively, and $ 2,895 and $ 2,791 for the six months ended June 30, 2023 and June 30, 2022, respectively.

Intangible Assets, Net

Intangible Assets, Net	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets, net	Note 7. Intangible Assets, net Intangible assets, net consisted of the following: June 30, 2023 Gross Accumulated Amortization Net Useful Life (in years) Trade name $ 70,000 $ ( 7,115 ) $ 62,885 15 Customer relationships 180,000 ( 14,444 ) 165,556 19 Developed software 4,300 ( 1,311 ) 2,989 5 Developed technology 15,700 ( 4,788 ) 10,912 5 Total intangible assets $ 270,000 $ ( 27,658 ) $ 242,342 December 31, 2022 Gross Accumulated Amortization Net Useful Life (in years) Trade name $ 70,000 $ ( 4,782 ) $ 65,218 15 Customer relationships 180,000 ( 9,707 ) 170,293 19 Developed software 4,300 ( 881 ) 3,419 5 Developed technology 15,700 ( 3,218 ) 12,482 5 Total intangible assets $ 270,000 $ ( 18,588 ) $ 251,412 Aggregate amortization expense related to intangible assets was $ 4,535 and $ 4,535 for the three months ended June 30, 2023 and June 30, 2022, respectively, and $ 9,070 and $ 9,139 for the six months ended June 30, 2023 and June 30, 2022, respectively. There are no intangible assets with indefinite useful lives . The following table represents the estimated aggregate amortization expense for each of the five succeeding fiscal calendar years and thereafter. Year ended Total Remaining 2023 $ 9,070 2024 18,140 2025 18,140 2026 18,041 2027 14,140 Thereafter 164,811 Total $ 242,342

Reorganization

Reorganization	6 Months Ended
	Jun. 30, 2023
Reorganizations [Abstract]
Reorganization	Note 8. Reorganization In July 2022, the Company's Board of Directors approved a reorganization plan (the "Reorganization") designed to consolidate the Company’s national footprint, streamline legacy leadership, and centralize core business functions following the completion of 13 acquisitions by Fathom since 2019. Pursuant to the Reorganization, the Company intended to: • Consolidate its existing facility in Oakland, California into Fathom headquarters in Hartland, Wisconsin, improving utilization and reducing costs; • Establish a Fathom technology center in Fremont, California that will focus on new and emerging technologies, specifically in the additive market; and • Consolidate leadership and other roles through a net workforce reduction of approximately 6 %, create an accounting shared service organization to streamline company-wide processes and create economies of scale while pursuing additional shared-service systems in other administrative functions. The Company completed the workforce reductions and the relocation of its Oakland, California facility to Hartland, Wisconsin location during the fourth quarter of 2022. On February 17, 2023, the Company committed to additional actions to continue and expand the reorganization plan, including consolidating our Austin, Texas facilities, reducing the Company’s workforce by an additional 14 % to respond to market conditions and prioritizing investments and operations in line with near-term revenue generation. The Company is substantially complete with all actions associated with the reorganization plan and will record any remaining activity during the third quarter of 2023. Reorganizing charges, are presented on the face of our condensed consolidated statement of comprehensive income (loss) as an operating expense and were $ 1,406 , inclusive of inventory write-off of $ 1,112 , and $ 0 for the three months ended June 30. 2023 and June 30, 2022, respectively. Reorganization charges were $ 2,056 , inclusive of inventory write-off of $ 1,112 , and $ 0 for the six months ended June 30, 2023 and June 30, 2022, respectively. The following table summarizes activity in the liability related to the Company's reorganization plan. Liability balance at December 31, 2022 $ 412 Charges 668 Payments ( 820 ) Liability balance at June 30, 2023 $ 260 The reorganization liability is included as part of other current liabilities in the unaudited condensed consolidated balance sheet and as of June 30, 2023 and consists of unpaid employee termination costs of $ 208 .

Warrant Liability

Warrant Liability	6 Months Ended
	Jun. 30, 2023
Warrants and Rights Note Disclosure [Abstract]
Warrant Liability	Note 9. Warrant Liability As of June 30, 2023, the Company had 8,624,320 Public Warrants outstanding with a fair value price of $ 0.01 per Public Warrant, and 9,900,000 Private Placement Warrants outstanding with a fair value price of $ 0.05 per Private Placement Warrant. Each reporting period the public and private warrants are fair valued with the change in the fair value being recognized in the unaudited condensed consolidated statement of comprehensive income (loss). The change in the fair value was $ 400 and $ 12,500 for the three months ended June 30, 2023, and June 30, 2022, respectively and $ 2,180 and $ 20,600 for the six months ended June 30, 2023 and June 30, 2022, respectively, and is recognized in other income in the unaudited condensed consolidated statement of comprehensive income (loss). The below table summarizes the number of outstanding warrants and their fair values as of June 30, 2023, and December 31, 2022. See Note 16, Fair Value Measurement, for further information. Fair Value # of Warrants June 30, 2023 Public Warrants $ 78 8,624,320 Private Placement Warrants $ 522 9,900,000 Fair Value # of Warrants December 31, 2022 Public Warrants $ 720 8,624,320 Private Placement Warrants $ 2,060 9,900,000

Debt

Debt	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Debt	Note 10. Debt On December 23, 2021, Fathom OpCo entered into a new Credit Agreement (as amended, the "Credit Agreement"), which included a $ 50,000 revolving credit facility and $ 125,000 term loan. The Company's borrowings under the revolving credit facility were $ 42,000 and $ 37,000 at June 30, 2023, and December 31, 2022, respectively. The loans made under the New Credit Agreement will mature in December 2026 . On November 10, 2022, the Company entered into an amendment (the "First Amendment") to the Credit Agreement. The First Amendment modified our financial covenants and also replaced the Adjusted LIBO Rate as an interest election with Term SOFR plus 0.10%. On March 24, 2023, the Company entered into an additional amendment (the “Second Amendment”) to the Credit Agreement. The Second Amendment modified our financial covenants as disclosed in Note 11 - "Debt" of our 2022 Annual Report on Form 10-K. The Company recorded aggregate deferred financing costs of $ 2,763 in conjunction with the Credit Agreement and the balance of such costs is presented net within current portion of long-term debt, net and long-term debt, net on the Company's condensed consolidated balance sheets. The Company amortizes the deferred financing costs using the effective interest method. The revolving credit facility under the Credit Agreement is available for working capital and other general corporate purposes and includes a letter of credit sub-facility of up to $ 5,000 . The Credit Agreement also includes an uncommitted incremental facility, which, subject to certain conditions, provides for additional term loan facilities, an increase in commitments under the Credit Agreement and/or an increase in commitments under the revolving credit facility, in an aggregate amount of up to $ 100,000 . The Company is subject to various financial covenants under the Credit Agreement, including minimum EBITDA and minimum liquidity. For the period ending June 30, 2023, the Company was in compliance with all debt covenants of the Credit Agreement. The Credit Agreement calls for the minimum EBITDA requirement to increase for the nine months ended September 30, 2023, and again for the twelve months ended December 31, 2023. Based on our most recent financial forecast, it is reasonably probable that we will be in non-compliance with the minimum EBITDA requirement as of September 30, 2023, and we likely will need to seek covenant relief or modifications from the lenders. Failure to comply with the covenants contained in our Credit Agreement, if not waived or further amended on acceptable terms, could give rise to an event of default and, if not cured, entitle the lenders to accelerate the indebtedness outstanding thereunder and terminate our ability to borrow in the future under the Credit Agreement. At this time, we expect to be able to successfully complete one of these actions. See Note 2, Basis of Presentation, for further information. The Company expects to meet the minimum liquidity covenant as of September 30, 2023, and December 31, 2023. The Company’s debt as of June 30, 2023, and December 31, 2022 is as follows: As of June 30, 2023 As of December 31, 2022 Debt Description Interest Rate Amount Interest Rate Amount Credit Agreement Revolver 8.75 % 42,000 8.20 % 37,000 Credit Agreement Term Loan 9.00 % 118,750 8.43 % 121,875 Total principal long-term debt 160,750 158,875 Debt issuance costs ( 2,032 ) ( 1,804 ) Total debt 158,718 157,071 Less: current portion of long-term debt 49,167 42,744 Long-term debt, net of current portion $ 109,551 $ 114,327 Interest on all debt is payable in 90-day increments, with the unpaid amount due upon maturity. Interest expense associated with long-term debt was $ 3,959 and $ 1,843 for the three months ended June 30, 2023 and June 30, 2022, respectively, and $ 7,429 and $ 3,316 for the six months ended June 30, 2023 and June 30, 2022, respectively. Included in interest expense, net on the accompanying unaudited condensed consolidated statements of comprehensive (loss) income is amortization of debt issuance costs was $ 166 , and $ 130 for the three months ended June 30, 2023 and June 30, 2022, respectively, and $ 296 and $ 230 for the six months ended June 30, 2023 and June 30, 2022, respectively. In December 2022, the Company entered into a financing agreement through its insurance broker to spread the payment of its annual director’s and officer’s insurance premium over a ten-month period. Total financed payments of $ 1,265 , including a $ 35 financing fee at 6.13 % annual rate, will be made between January 2023 and October 2023. As of June 30, 2023, the Company recognized $ 801 of prepaid assets and $ 500 of other current liabilities in the unaudited condensed consolidated balance sheet. The Company recognized $ 404 and $ 808 of insurance expense in selling, general and administrative ("SG&A") expenses for the three and six months ended June 30, 2023, respectively.

Other (Income) Expense

Other (Income) Expense	6 Months Ended
	Jun. 30, 2023
Other Income and Expenses [Abstract]
Other (Income) Expense	Note 11. Other (Income) Expense Other income and expense, net consists of the following for the three and six months ended June 30, 2023, and June 30, 2022: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Change in fair value of TRA $ - $ - $ 50 $ - Other 65 129 88 195 Other expense $ 65 $ 129 $ 138 $ 195 Change in fair value of Earnout Shares ( 1,115 ) ( 22,930 ) ( 5,945 ) ( 41,900 ) Change in fair value of Warrants ( 400 ) ( 12,500 ) ( 2,180 ) ( 20,600 ) Change in fair value of TRA ( 250 ) ( 200 ) - ( 200 ) Other ( 19 ) ( 478 ) 22 ( 523 ) Other income $ ( 1,784 ) $ ( 36,108 ) $ ( 8,103 ) $ ( 63,223 )

Shared Based Compensation

Shared Based Compensation	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Shared Based Compensation	Note 12. Shared Based Compensation On December 23, 2021, the Company adopted the Fathom Digital Manufacturing 2021 Omnibus Incentive Plan (the "2021 Omnibus Plan") to encourage the profitability and growth of the Company through short-term and long-term incentives to employees that are consistent with the Company's objectives. The 2021 Omnibus Plan provides that the Company may grant options, stock appreciation rights, restricted shares, restricted stock units, performance-based awards (including performance-based restricted shares and restricted stock units), other share-based awards, other cash-based awards, and any combination of the foregoing. Stock Options The following table represents stock option activity for the period ended June 30, 2023. Number of Shares Weighted Average Exercise Price per Share Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2023 317,091 $ 8.71 6.17 $ - Granted 1,619,695 0.32 - - Exercised - - - - Forfeited ( 11,522 ) 8.89 - - Expired - - - - Non-vested at June 30, 2023 1,925,264 $ 1.89 6.54 $ - Exercisable at June 30, 2023 105,697 $ 8.71 5.36 - At June 30, 2023, there was approximately $ 1,368 of total unrecognized compensation cost related to unvested stock options granted under the 2021 Omnibus Plan. That cost is expected to be recognized over a weighted average period o f 2.07 ye ars as of June 30, 2023. The Company uses authorized and unissued shares to satisfy share award exercises. Restricted Stock Units A summary of the status of the Company's restricted stock unit activity and the changes during the six months ended June 30, 2023, are as follows: Shares Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Non-vested at January 1, 2023 6,182,337 $ 9.28 $ - Granted 3,201,376 0.52 - Vested ( 304,104 ) 8.67 - Forfeited ( 451,398 ) 8.01 - Non-vested at June 30, 2023 8,628,211 $ 6.01 $ - At June 30, 2023, there was approximatel y $ 7,483 of total unrecognized compensation cost related to unvested restricted stock units granted under the 2021 Omnibus Plan. That cost is expected to be reco gnized over a weighted average period of 1.95 years as of June 30, 2023. Share Based Compensation Expense Share based compensation was $ 1,239 and $ 1,795 for the three months ended June 30, 2023, and June 30, 2022, respectively, and $ 2,332 and $ 3,925 for the six months ended June 30, 2023 and June 30, 2022, respectively. Employee Stock Purchase Plan The Company's 2022 Employee Stock Purchase Plan (ESPP) allows eligible employees to purchase a variable number of shares of our common stock during each offering period at a discount through payroll deductions of up to 15 % of their eligible compensation, subject to plan limitations. The ESPP provides for six-month offering periods with a single purchase period. At the end of each offering period, employees are able to purchase shares at 85 % of the lower of the fair market value of our common stock on the first trading day of the offering period or on the last trading day of the offering period. We determine the fair value of stock-based compensation related to our ESPP in accordance with ASC 718 using the component measurement approach and the Black-Scholes standard option pricing model. Employees purchased 249,648 shares of common stock under the ESPP at an average exercise price of $ 0.345 during the six months ended June 30, 2023. As of June 30, 2023, 966,911 shares remained available for future issuance under the ESPP. We calculate the fair value of the shares under the ESPP using a Black-Scholes option valuation model. Expected volatilities are based upon a selection of public guideline companies. The risk-free rate was based upon U.S. Treasury rates. The fair value of each offering period was estimated using the Black-Scholes option pricing model with the following assumptions: Six Months Ended June 30, 2023 Expected term (years) 0.5 - 1.5 Expected volatility 77.5 % Expected dividend yield 0.0 % Risk-free interest rate 4.10 % Fair value of share $ 1.32

Earnings Per Share

Earnings Per Share	6 Months Ended
	Jun. 30, 2023
Earnings Per Unit [Abstract]
Earnings Per Share	Note 13. Earnings Per Share Basic net earnings per share is computed based on the weighted average number of common shares outstanding. Diluted net earnings per share is computed based on the weighted average number of common shares outstanding, increased by the number of any additional shares that would have been outstanding had any potentially dilutive common shares been issued and reduced by the number of shares the Company could have repurchased from the proceeds from issuance of the potentially dilutive shares. Only the Company's Class A common stock participates in the Company’s undistributed earnings. As such, the Company’s undistributed earnings are allocated entirely to shares of Class A common stock based on the weighted Class A common stock outstanding. The Company's basic and diluted earnings per share calculation is as follows: Three Months Ended Six Months Ended 2023 2022 2023 2022 Class A Class A Class A Class A Numerator Net (loss) income $ ( 7,264 ) $ 34,284 $ ( 8,595 ) $ 53,278 Less: Net loss attributable to non-controlling interests ( 4,139 ) ( 442 ) ( 7,585 ) ( 5,702 ) Net (loss) income attributable to Class A common stock $ ( 3,125 ) $ 34,726 $ ( 1,010 ) $ 58,980 Denominator Basic - weighted-average shares outstanding 69,703,407 52,259,885 68,382,896 51,530,961 Effect of dilutive securities Assumed exchange for shares of Class A common stock 66,598,646 83,264,888 67,830,739 83,774,207 Diluted - weighted-average shares outstanding: 136,302,053 135,524,773 136,213,635 135,305,168 Net income per share Basic $ ( 0.04 ) $ 0.66 $ ( 0.01 ) $ 1.14 Diluted $ ( 0.02 ) $ 0.26 $ ( 0.01 ) $ 0.44

Shareholders' Equity and Noncon

Shareholders' Equity and Noncontrolling Interest	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
Shareholders' Equity and Noncontrolling Interest	Note 14. Shareholders' Equity and Non-controlling Interest The Company’s equity consists of a total of 500,000,000 authorized shares across all classes of capital stock. The 500,000,000 authorized shares consist of 10,000,000 authorized shares of preferred stock with a par value of $ 0.0001 per share, 300,000,000 authorized shares of Class A common stock with a par value of $ 0.0001 per share, 180,000,000 shares of Class B common stock with a par value of $ 0.0001 par value per share, and 10,000,000 shares of Class C common stock with a par value of $ 0.0001 per share. Under its charter, the Company is not permitted to issue any shares of Class C common stock. As of June 30, 2023, the Company had no outstanding shares of Preferred Stock, 69,835,535 outstanding shares of Class A common stock, 66,547,589 outstanding shares of Class B common stock, and no outstanding shares of Class C common stock. The table below demonstrates the calcul ation of the comprehensive loss attributable to the non-controlling interest holders for the three and six months ended June 30, 2023, and June 30, 2022. Three Months Ended Six Months Ended 2023 2022 2023 2022 Fathom OpCo comprehensive loss $ ( 8,495 ) $ ( 808 ) $ ( 16,079 ) $ ( 9,884 ) Non-controlling interest percentage 48.7 % 54.8 % 48.7 % 54.8 % Comprehensive loss attributable to noncontrolling interest $ ( 4,139 ) $ ( 442 ) $ ( 7,585 ) $ ( 5,702 )

Leases

Leases	6 Months Ended
	Jun. 30, 2023
Lessee Disclosure [Abstract]
Leases	Note 15. Leases The Company leases certain manufacturing facilities, office space, and equipment and determines if an arrangement is a lease at inception. Amounts associated with operating leases and financing leases are included in right-of-use lease assets (“ROU assets”), current lease liabilities and long-term lease liabilities in the Company's unaudited condensed consolidated balance sheet. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. If the leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The incremental borrowing rate is determined using a portfolio approach based on the rate of interest that we would pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The Company uses quoted interest rates obtained from financial institutions as an input to derive its incremental borrowing rate as the discount rate for the lease. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and we recognize lease expense for these leases on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, we combine lease and non-lease components. Certain leases include one or more options to renew, with renewal terms that can extend the lease term from one to 10 years or more, and the exercise of lease renewal options under these leases is at our sole discretion. Lease terms include the non-cancellable portion of the underlying leases along with any reasonably certain lease periods associated with available renewal periods. Certain of the Company’s operating leases include variable rental payments based on a percentage change of certain Consumer Price Index. Variable rental payments are recognized in the condensed consolidated statement of comprehensive income (loss) in the period in which the obligation for those payments is incurred. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Balance Sheet Location June 30, 2023 December 31, 2022 Assets Operating Prepaid expenses and other current assets $ 209 $ 143 Operating Right-of-use operating lease assets, net 9,895 10,312 Financing Right-of-use financing lease assets, net 2,139 2,253 Total lease assets $ 12,243 $ 12,708 Liabilities Current Operating Current operating lease liability $ 2,022 $ 2,174 Financing Current financing lease liability 211 200 Non-Current Operating Long-term operating lease liability 8,269 8,958 Financing Long-term financing lease liability 2,016 2,125 Total lease liabilities $ 12,518 $ 13,457 The following table sets forth our lease costs included in our unaudited condensed consolidated statement of comprehensive income: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Operating lease cost $ 706 $ 817 $ 1,495 $ 1,620 Short-term lease cost - 4 - 8 Financing lease cost: - Amortization of ROU assets 75 54 131 108 Interest on lease liabilities 42 34 74 69 Sublease income ( 34 ) ( 34 ) ( 68 ) ( 68 ) Total lease costs $ 789 $ 875 $ 1,632 $ 1,737 June 30, 2023 June 30, 2022 Weighted-average remaining lease term (years) 6.2 3.6 Operating 7.5 8.6 Financing Weighted-average discount rate Operating 5.7 % 4.2 % Financing 5.6 % 5.6 % Maturities of Leases Operating Leases Financing Leases Total Remaining 2023 $ 1,348 $ 164 $ 1,512 2024 2,469 335 2,804 2025 2,092 346 2,438 2026 1,634 356 1,990 2027 1,428 365 1,793 Thereafter 3,807 1,200 5,007 Total future lease payments 12,778 2,766 15,544 Less: Discount 2,487 539 3,026 Present value of lease liability $ 10,291 $ 2,227 $ 12,518

Fair Value Measurement

Fair Value Measurement	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurement	Note 16. Fair Value Measurement The fair value of the Company’s financial assets and liabilities reflects the Company’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 — Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3 — Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of June 30, 2023. Fair Value Measurements as of June 30, 2023 Description Level 1 Level 2 Level 3 Total Liabilities: Tax Receivable Agreement $ - $ - $ 4,050 $ 4,050 Fathom OpCo acquisitions contingent consideration - - 359 359 Sponsor Earnout Shares Liability - - 137 137 Fathom Earnout Shares Liability - - 808 808 Warrant liability – Public Warrants 78 - - 78 Warrant liability – Private Placement Warrants - - 522 522 $ 78 $ - $ 5,876 $ 5,954 The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2022. Fair Value Measurements as of December 31, 2022 Description Level 1 Level 2 Level 3 Total Liabilities: Tax Receivable Agreement $ - $ - $ 4,000 $ 4,000 Fathom OpCo acquisitions contingent consideration - - 700 700 Sponsor Earnout Shares Liability - - 930 930 Fathom Earnout Shares Liability - - 5,960 5,960 Warrant liability – Public Warrants 720 - - 720 Warrant liability – Private Placement Warrants - - 2,060 2,060 $ 720 $ - $ 13,650 $ 14,370 The following table presents a reconciliation of the beginning and ending balances of recurring Level 3 fair value measurements. Level 3 liabilities Tax Receivable Agreement liability Fathom OpCo acquisitions contingent consideration Sponsor Earnout shares liability Fathom Earnout shares liability Warrant liability – Private Placement Warrants Total Balance at December 31, 2022 $ 4,000 $ 700 $ 930 $ 5,960 $ 2,060 $ 13,650 Payments - ( 341 ) - - - $ ( 341 ) Net (gain) loss (1) 50 - ( 793 ) ( 5,152 ) ( 1,538 ) $ ( 7,433 ) Ending balance at June 30, 2023 $ 4,050 $ 359 $ 137 $ 808 $ 522 $ 5,876 (1) Net gains on changes in recurring Level 3 fair value measurements are recognized in Other expense or Other income in our unaudited condensed consolidated statement of comprehensive income (loss). Valuation Methodologies for Fair Value Measurements Categorized within Level 3 Tax Receivable Agreement ("TRA") The fair value of the TRA is based on multiple inputs and assumptions input into a Monte Carlo simulation model. The significant inputs into this model are the following: a corporate tax rate of 26.9 %, an annual TRA payment date of February 17, existing non-controlling interest percentage of 48.7 %, initial amortization deductions of $ 46,070 , taxable income forecast by 2032 of $ 67,762 , a sell-down schedule which reflects the expected sale of New Fathom Units by legacy Fathom OpCo shareholders, a Class A common stock price as of June 30, 2022 of $ 0.41 , volatility of 79.0 %, correlation between taxable income and the Class A common stock price of 25 %, and a cost of debt of 10.74 %. Legacy Fathom OpCo Acquisitions Contingent Consideration The fair values for contingent consideration payable are determined by using a discounted cash flow approach with unobservable inputs and is classified as a Level 3 liability in the fair value hierarchy. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each entity to which the contingent consideration relates to, for example EBITDA targets for a given period. Earnout Shares Liability The Earnout Shares are accounted for as liabilities in the Company's condensed consolidated balance sheet. The fair values for the Earnout Shares are estimated using a Monte Carlo simu lation assuming Geometric Brownian Motion in a risk-neutral framework. The Monte Carlo simulation considers daily simulated stock prices as a proxy for the Company's daily volume-weighted average price ("VWAP"). The key inputs into the valuation of the Earnout Shares are an expected term of 3.48 years, a risk-free rate of 4.32 %, operating asset volatility of 69.7 %, and equity volatility of 119.9 %. The operating asset volatility and the equity volatility assumptions are based on a blended average of operating and equity volatility, respectively, of publicly traded companies within the Company's peer group. Warrant Liability The Public and Private Placement Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within Warrant liability in the accompanying unaudited condensed consolidated balance sheet as of June 30, 2023, and December 31, 2022. The Warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within a change in fair value of Warrant liabilities in the statement of comprehensive (loss) income. The Public Warrants are valued using a Monte Carlo simulation model; however, the inputs are calibrated such that the fair value of an individual Public Warrant is equal to the quoted and publicly traded prices for the Public Warrants. Since the fair value is based off quoted prices in an active market for identical instruments, the Public Warrants are considered to be a Level 1 fair value measurement. Since the Public Warrants are publicly traded, the price of the underlying Class A common stock, the remaining time until expiration, and the price of the Public Warrants are observable. The Monte Carlo simulation model is calibrated by adjusting the selected volatility until the value of the Public Warrants implied by the model is equal to the publicly traded Class A warrant price (Ticker: FATH.WS). The key inputs to the valuation of the Public Warrants include an expected term of 3.48 years, a strike price of $ 11.50 , an assumption that the warrants can be early redeemed when the price of the Company's Class A common stock exceeds $ 18.00 for any 20 trading days within a 30 -day trading period, and the warrants are assumed to remain outstanding until maturity unless they are redeemed early. The Private Placement warrants are valued using a Black-Scholes option pricing approach, which is considered to be a Level 3 fair value measurement. The volatility for the Private Placement warrants, a key input into the valuation, was estimated to be 102.0 % based on the publicly traded per share price of the Company's Class A common stock as of June 30, 2023. Other key inputs into the valuation include a term of 3.48 years, a strike price of $ 11.50 per share, and an assumption that the Private Placement warrants will remain outstanding until maturity since, unlike the Public Warrants, the Private Placement warrants are not redeemable. In instances whereby inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability.

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Note 17. Income Taxes The Company calculates the provision for income taxes during interim periods by applying an estimate of the forecasted annual effective tax rate for the full fiscal year to "ordinary" income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. The provision for income taxes was $ 64 for the three months ending June 30, 2023, compared to a tax benefit of ($ 683 ) for the three months ended June 30, 2022. The effective tax rate, including discrete items, was ( 0.89 %) for the three months ended June 30, 2023, compared to ( 2.03 %) for the three months ended June 30, 2022. The provision for income taxes was $ 119 for the six months ending June 30, 2023 compared to ($ 1,386 ) for the six months ended June 30, 2022. The effective tax rate, including discrete items, was ( 1.40 %) for the period ended June 30, 2023, compared to ( 2.67 %) for the six months ended June 30, 2022. The tax provision for the three and six months ended June 30, 2023, was impacted by permanent differences with respect to gains and losses recorded on the earnout share liabilities and warrant liabilities, partially offset by the changes in valuation allowance and non-controlling interest not subject to taxes. The Company evaluates the realizability of the deferred tax assets on a quarterly basis and establishes a valuation allowance when it is more likely than not that all or a portion of a deferred tax asset may not be realized. For the six months ended June 30, 2023, the Company made no material adjustments to its assertion that deferred tax assets are not more-likely than not to be realized. As of June 30, 2023, the Company did not recognize income tax expense or benefits associated with uncertain tax positions.

Commitment and Contingencies

Commitment and Contingencies	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 18. Commitments and Contingencies The Company is subject to various claims, lawsuits and other legal proceedings that arise in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material effect on the Company’s financial condition, comprehensive gain (loss) or cash flows.

Variable Interest Entities

Variable Interest Entities	6 Months Ended
	Jun. 30, 2023
Variable Interest Entities [Abstract]
Variable Interest Entities	Note 19. Variable Interest Entities B ased upon the criteria set forth in ASC 810, the Company consolidates variable interest entities (“VIEs”) in which it has a controlling financial interest and is therefore deemed the primary beneficiary. A controlling financial interest will have both of the following characteristics: (a) the power to direct the VIE activities that most significantly impact economic performance; and (b) the obligation to absorb the VIE losses and the right to receive benefits that are significant to the VIE. The Company has determined that Fathom OpCo meets the definition of a VIE and that the Company is the primary beneficiary of Fathom OpCo beginning on the date of the Business Combination, and therefore the Company must consolidate Fathom OpCo from the date of the Business Combination. The following table presents a summary of the total assets, liabilities, and shareholders' equity of the Company’s condensed consolidated VIE, which is comprised solely of Fathom OpCo. Period Ended June 30, 2023 Period Ended December 31, 2022 Total assets $ 357,657 $ 370,245 Total liabilities 193,180 191,514 Total equity 164,477 178,731

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 20 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the accompanying financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

Basis of Presentation (Policies

Basis of Presentation (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Recently Adopted Accounting Standards	Recently Adopted Accounting Standards The FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments ("ASC 326"), which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments including trade receivables and available for sale debt securities. ASC 326 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The new standard was effective for the Company beginning January 1, 2023, and was applied using a modified retrospective transition method. The FASB subsequently issued other related ASUs that amend ASU No. 2016-13 to provide clarification and additional guidance. The Company concluded that the adoption of ASC 326 did not have a material impact on the condensed consolidated financial statements.

Immaterial Error Correction o_2

Immaterial Error Correction of Previously Issued Financial Statements (Tables)	6 Months Ended
	Jun. 30, 2023
Condensed Financial Information Disclosure [Abstract]
Schedule of Summarized Adjustments of Previously Issued Financial Statements	A summary of the adjustments to our prior period unaudited condensed consolidated statement of comprehensive income (loss) is presented below: Three Months Ended June 30, 2022 As Reported Adjustments As Adjusted Net income before income tax $ 33,601 $ - $ 33,601 Income tax benefit ( 378 ) ( 305 ) ( 683 ) Net income 33,979 ( 305 ) 34,284 Net loss attributable to Fathom OpCo non-controlling interest ( 442 ) - ( 442 ) Net income attributable to controlling interest 34,421 ( 305 ) 34,726 Comprehensive income (loss): Loss from foreign currency translation adjustments - - - Comprehensive income, net of tax $ 34,421 $ ( 305 ) $ 34,726 Six Months Ended June 30, 2022 As Reported Adjustments As Adjusted Net income before income tax $ 51,892 $ - $ 51,892 Income tax expense (benefit) 79 ( 1,465 ) ( 1,386 ) Net income 51,813 ( 1,465 ) 53,278 Net loss attributable to Fathom OpCo non-controlling interest ( 5,702 ) - ( 5,702 ) Net income attributable to controlling interest 57,515 ( 1,465 ) 58,980 Comprehensive income (loss): Loss from foreign currency translation adjustments ( 107 ) - ( 107 ) Comprehensive income, net of tax $ 57,408 $ ( 1,465 ) $ 58,873 The following table presents the effect of the adjustments to our prior period unaudited condensed consolidated statement of cash flows. Six Months Ended June 30, 2022 As Reported Adjustments As Adjusted Cash Flows from Operating Activities Net income $ 57,515 $ 1,465 $ 58,980 Adjustments to reconcile net income to net cash from operating activities: Deferred taxes ( 734 ) ( 1,465 ) ( 2,199 ) Foreign currency translation adjustment ( 107 ) 107 - Net cash provided by operating activities 4,159 107 4,266 Net cash used in investing activities ( 6,671 ) - ( 6,671 ) Net cash used in financing activities ( 6,727 ) - ( 6,727 ) Effect of exchange rate changes on cash, and cash equivalents - ( 107 ) ( 107 ) Net decrease in cash $ ( 9,239 ) $ - $ ( 9,239 ) The following table presents the effect of the adjustments to our prior period unaudited condensed consolidated statement of shareholders' equity and redeemable non-controlling interest. June 30, 2022 As Reported Adjustments As Adjusted Accumulated deficit $ 9,913 $ 1,572 $ 11,485 Additional paid-in-capital 554,159 ( 7,936 ) 546,223 Other comprehensive loss - ( 107 ) ( 107 ) Total equity attributable to Fathom 564,085 ( 6,471 ) 557,614

Revenue (Tables)

Revenue (Tables)	6 Months Ended
	Jun. 30, 2023
Revenue from Contract with Customer [Abstract]
Schedule of Revenue by Product Line	Revenue by product line for the three and six months ended June 30, 2023 and June 30, 2022 are as follows: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Revenue: Additive Manufacturing $ 3,287 $ 4,410 $ 6,875 $ 8,559 Injection Molding 6,064 7,093 10,743 13,908 CNC Machining 13,240 14,584 27,470 27,910 Precision Sheet Metal 10,164 14,751 20,547 29,434 Ancillary Product Lines 1,719 1,147 3,846 2,715 Total revenue $ 34,474 $ 41,985 $ 69,481 $ 82,526

Inventories (Tables)

Inventories (Tables)	6 Months Ended
	Jun. 30, 2023
Inventory Disclosure [Abstract]
Schedule of Inventories	June 30, 2023 December 31, 2022 Raw materials $ 8,474 $ 4,201 Work in process 6,658 7,042 Finished goods 2,556 5,381 17,688 16,624 Allowance for obsolescence ( 511 ) ( 906 ) Total $ 17,177 $ 15,718

Property and Equipment (Tables)

Property and Equipment (Tables)	6 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Summary of Property and Equipment	Property and equipment consisted of the following as of June 30, 2023, and December 31, 2022: June 30, 2023 December 31, 2022 Estimated Useful Life Machinery and equipment $ 42,314 $ 39,516 6 - 10 Furniture and fixtures 3,628 3,100 10 Computer hardware 360 374 5 Property and leasehold improvements 7,052 6,839 3 - 23 Construction in progress 3,952 3,893 n/a Auto / transportation equipment 319 312 3 Total 57,625 54,034 Accumulated depreciation ( 9,241 ) ( 6,331 ) Total $ 48,384 $ 47,703

Intangible Assets, Net (Tables)

Intangible Assets, Net (Tables)	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets, Net	Intangible assets, net consisted of the following: June 30, 2023 Gross Accumulated Amortization Net Useful Life (in years) Trade name $ 70,000 $ ( 7,115 ) $ 62,885 15 Customer relationships 180,000 ( 14,444 ) 165,556 19 Developed software 4,300 ( 1,311 ) 2,989 5 Developed technology 15,700 ( 4,788 ) 10,912 5 Total intangible assets $ 270,000 $ ( 27,658 ) $ 242,342 December 31, 2022 Gross Accumulated Amortization Net Useful Life (in years) Trade name $ 70,000 $ ( 4,782 ) $ 65,218 15 Customer relationships 180,000 ( 9,707 ) 170,293 19 Developed software 4,300 ( 881 ) 3,419 5 Developed technology 15,700 ( 3,218 ) 12,482 5 Total intangible assets $ 270,000 $ ( 18,588 ) $ 251,412
Schedule of Estimated Aggregate Amortization Expense	The following table represents the estimated aggregate amortization expense for each of the five succeeding fiscal calendar years and thereafter. Year ended Total Remaining 2023 $ 9,070 2024 18,140 2025 18,140 2026 18,041 2027 14,140 Thereafter 164,811 Total $ 242,342

Reorganization (Tables)

Reorganization (Tables)	6 Months Ended
	Jun. 30, 2023
Restructuring and Related Activities [Abstract]
Summary of Liability Related to Company's Reorganization Plan	The following table summarizes activity in the liability related to the Company's reorganization plan. Liability balance at December 31, 2022 $ 412 Charges 668 Payments ( 820 ) Liability balance at June 30, 2023 $ 260

Warrant Liability (Tables)

Warrant Liability (Tables)	6 Months Ended
	Jun. 30, 2023
Warrants and Rights Note Disclosure [Abstract]
Summary of Number of Outstanding Warrants and Fair Value	The below table summarizes the number of outstanding warrants and their fair values as of June 30, 2023, and December 31, 2022. See Note 16, Fair Value Measurement, for further information. Fair Value # of Warrants June 30, 2023 Public Warrants $ 78 8,624,320 Private Placement Warrants $ 522 9,900,000 Fair Value # of Warrants December 31, 2022 Public Warrants $ 720 8,624,320 Private Placement Warrants $ 2,060 9,900,000

Debt (Tables)

Debt (Tables)	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Schedule of Long-term Debt Instruments	The Company’s debt as of June 30, 2023, and December 31, 2022 is as follows: As of June 30, 2023 As of December 31, 2022 Debt Description Interest Rate Amount Interest Rate Amount Credit Agreement Revolver 8.75 % 42,000 8.20 % 37,000 Credit Agreement Term Loan 9.00 % 118,750 8.43 % 121,875 Total principal long-term debt 160,750 158,875 Debt issuance costs ( 2,032 ) ( 1,804 ) Total debt 158,718 157,071 Less: current portion of long-term debt 49,167 42,744 Long-term debt, net of current portion $ 109,551 $ 114,327

Other (Income) Expense (Tables)

Other (Income) Expense (Tables)	6 Months Ended
	Jun. 30, 2023
Other Income and Expenses [Abstract]
Schedule of Other (Income) Expense	Other income and expense, net consists of the following for the three and six months ended June 30, 2023, and June 30, 2022: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Change in fair value of TRA $ - $ - $ 50 $ - Other 65 129 88 195 Other expense $ 65 $ 129 $ 138 $ 195 Change in fair value of Earnout Shares ( 1,115 ) ( 22,930 ) ( 5,945 ) ( 41,900 ) Change in fair value of Warrants ( 400 ) ( 12,500 ) ( 2,180 ) ( 20,600 ) Change in fair value of TRA ( 250 ) ( 200 ) - ( 200 ) Other ( 19 ) ( 478 ) 22 ( 523 ) Other income $ ( 1,784 ) $ ( 36,108 ) $ ( 8,103 ) $ ( 63,223 )

Shared Based Compensation (Tabl

Shared Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Summary of Stock Option Activity	The following table represents stock option activity for the period ended June 30, 2023. Number of Shares Weighted Average Exercise Price per Share Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2023 317,091 $ 8.71 6.17 $ - Granted 1,619,695 0.32 - - Exercised - - - - Forfeited ( 11,522 ) 8.89 - - Expired - - - - Non-vested at June 30, 2023 1,925,264 $ 1.89 6.54 $ - Exercisable at June 30, 2023 105,697 $ 8.71 5.36 -
Schedule of Non-vested Restricted Stock Unit Activity	A summary of the status of the Company's restricted stock unit activity and the changes during the six months ended June 30, 2023, are as follows: Shares Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Non-vested at January 1, 2023 6,182,337 $ 9.28 $ - Granted 3,201,376 0.52 - Vested ( 304,104 ) 8.67 - Forfeited ( 451,398 ) 8.01 - Non-vested at June 30, 2023 8,628,211 $ 6.01 $ -
Schedule of Employee Stock Purchase Plan Valuation Assumptions	The fair value of each offering period was estimated using the Black-Scholes option pricing model with the following assumptions: Six Months Ended June 30, 2023 Expected term (years) 0.5 - 1.5 Expected volatility 77.5 % Expected dividend yield 0.0 % Risk-free interest rate 4.10 % Fair value of share $ 1.32

Earnings Per Share (Tables)

Earnings Per Share (Tables)	6 Months Ended
	Jun. 30, 2023
Earnings Per Unit [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	The Company's basic and diluted earnings per share calculation is as follows: Three Months Ended Six Months Ended 2023 2022 2023 2022 Class A Class A Class A Class A Numerator Net (loss) income $ ( 7,264 ) $ 34,284 $ ( 8,595 ) $ 53,278 Less: Net loss attributable to non-controlling interests ( 4,139 ) ( 442 ) ( 7,585 ) ( 5,702 ) Net (loss) income attributable to Class A common stock $ ( 3,125 ) $ 34,726 $ ( 1,010 ) $ 58,980 Denominator Basic - weighted-average shares outstanding 69,703,407 52,259,885 68,382,896 51,530,961 Effect of dilutive securities Assumed exchange for shares of Class A common stock 66,598,646 83,264,888 67,830,739 83,774,207 Diluted - weighted-average shares outstanding: 136,302,053 135,524,773 136,213,635 135,305,168 Net income per share Basic $ ( 0.04 ) $ 0.66 $ ( 0.01 ) $ 1.14 Diluted $ ( 0.02 ) $ 0.26 $ ( 0.01 ) $ 0.44

Shareholders' Equity and Nonc_2

Shareholders' Equity and Noncontrolling Interest (Tables)	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
Schedule Of Calculation Of Comprehensive Loss Attributable To Non-controlling Interest Holders	The table below demonstrates the calcul ation of the comprehensive loss attributable to the non-controlling interest holders for the three and six months ended June 30, 2023, and June 30, 2022. Three Months Ended Six Months Ended 2023 2022 2023 2022 Fathom OpCo comprehensive loss $ ( 8,495 ) $ ( 808 ) $ ( 16,079 ) $ ( 9,884 ) Non-controlling interest percentage 48.7 % 54.8 % 48.7 % 54.8 % Comprehensive loss attributable to noncontrolling interest $ ( 4,139 ) $ ( 442 ) $ ( 7,585 ) $ ( 5,702 )

Leases (Tables)

Leases (Tables)	6 Months Ended
	Jun. 30, 2023
Lessee Disclosure [Abstract]
Schedule of balance sheet location disclosure	Balance Sheet Location June 30, 2023 December 31, 2022 Assets Operating Prepaid expenses and other current assets $ 209 $ 143 Operating Right-of-use operating lease assets, net 9,895 10,312 Financing Right-of-use financing lease assets, net 2,139 2,253 Total lease assets $ 12,243 $ 12,708 Liabilities Current Operating Current operating lease liability $ 2,022 $ 2,174 Financing Current financing lease liability 211 200 Non-Current Operating Long-term operating lease liability 8,269 8,958 Financing Long-term financing lease liability 2,016 2,125 Total lease liabilities $ 12,518 $ 13,457
Schedule of lease cost	The following table sets forth our lease costs included in our unaudited condensed consolidated statement of comprehensive income: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Operating lease cost $ 706 $ 817 $ 1,495 $ 1,620 Short-term lease cost - 4 - 8 Financing lease cost: - Amortization of ROU assets 75 54 131 108 Interest on lease liabilities 42 34 74 69 Sublease income ( 34 ) ( 34 ) ( 68 ) ( 68 ) Total lease costs $ 789 $ 875 $ 1,632 $ 1,737
Schedule of weighted average remaining lease term and the weighted average discount rate for the Company's operating leases	June 30, 2023 June 30, 2022 Weighted-average remaining lease term (years) 6.2 3.6 Operating 7.5 8.6 Financing Weighted-average discount rate Operating 5.7 % 4.2 % Financing 5.6 % 5.6 %
Summary of maturities of leases	Maturities of Leases Operating Leases Financing Leases Total Remaining 2023 $ 1,348 $ 164 $ 1,512 2024 2,469 335 2,804 2025 2,092 346 2,438 2026 1,634 356 1,990 2027 1,428 365 1,793 Thereafter 3,807 1,200 5,007 Total future lease payments 12,778 2,766 15,544 Less: Discount 2,487 539 3,026 Present value of lease liability $ 10,291 $ 2,227 $ 12,518

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	6 Months Ended
	Jun. 30, 2023
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Schedule of Fair Value Measurement of Assets and Liabilities Based on Hierarchy	The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of June 30, 2023. Fair Value Measurements as of June 30, 2023 Description Level 1 Level 2 Level 3 Total Liabilities: Tax Receivable Agreement $ - $ - $ 4,050 $ 4,050 Fathom OpCo acquisitions contingent consideration - - 359 359 Sponsor Earnout Shares Liability - - 137 137 Fathom Earnout Shares Liability - - 808 808 Warrant liability – Public Warrants 78 - - 78 Warrant liability – Private Placement Warrants - - 522 522 $ 78 $ - $ 5,876 $ 5,954 The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2022. Fair Value Measurements as of December 31, 2022 Description Level 1 Level 2 Level 3 Total Liabilities: Tax Receivable Agreement $ - $ - $ 4,000 $ 4,000 Fathom OpCo acquisitions contingent consideration - - 700 700 Sponsor Earnout Shares Liability - - 930 930 Fathom Earnout Shares Liability - - 5,960 5,960 Warrant liability – Public Warrants 720 - - 720 Warrant liability – Private Placement Warrants - - 2,060 2,060 $ 720 $ - $ 13,650 $ 14,370
Reconciliation of Beginning and Ending Balances of Recurring Level 3 Fair Value Measurements	The following table presents a reconciliation of the beginning and ending balances of recurring Level 3 fair value measurements. Level 3 liabilities Tax Receivable Agreement liability Fathom OpCo acquisitions contingent consideration Sponsor Earnout shares liability Fathom Earnout shares liability Warrant liability – Private Placement Warrants Total Balance at December 31, 2022 $ 4,000 $ 700 $ 930 $ 5,960 $ 2,060 $ 13,650 Payments - ( 341 ) - - - $ ( 341 ) Net (gain) loss (1) 50 - ( 793 ) ( 5,152 ) ( 1,538 ) $ ( 7,433 ) Ending balance at June 30, 2023 $ 4,050 $ 359 $ 137 $ 808 $ 522 $ 5,876 (1) Net gains on changes in recurring Level 3 fair value measurements are recognized in Other expense or Other income in our unaudited condensed consolidated statement of comprehensive income (loss).

Variable Interest Entities (Tab

Variable Interest Entities (Tables)	6 Months Ended
	Jun. 30, 2023
Variable Interest Entities [Abstract]
Summary of Total Assets, Liabilities, and Equity of the Company's Consolidated VEI	The following table presents a summary of the total assets, liabilities, and shareholders' equity of the Company’s condensed consolidated VIE, which is comprised solely of Fathom OpCo. Period Ended June 30, 2023 Period Ended December 31, 2022 Total assets $ 357,657 $ 370,245 Total liabilities 193,180 191,514 Total equity 164,477 178,731

Nature of Business - Additional

Nature of Business - Additional Information (Details)	6 Months Ended
	Jun. 30, 2023
Nature Of Business [Line Items]
Limited Liability Company or Limited Partnership, Business, Formation Date	Apr. 16, 2021
MCT Group Holdings LLC | Equity Interest [Member]
Nature Of Business [Line Items]
Ownership Interest	100%
Incodema Holdings LLC | Equity Interest [Member]
Nature Of Business [Line Items]
Ownership Interest	100%

Immaterial Error Correction o_3

Immaterial Error Correction of Previously Issued Financial Statements - Unaudited Condensed Consolidated Statement of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Condensed Financial Statements, Captions [Line Items]
Net (loss) income before income tax	$ (7,200)		$ 33,601		$ (8,476)	$ 51,892
Income tax benefit	64		(683)		119	(1,386)
Net income	(7,264)		34,284		(8,595)	53,278
Net loss attributable to Fathom OpCo non-controlling interest	(4,139)		(442)		(7,585)	(5,702)
Net income attributable to controlling interest	(3,125)	$ 2,115	34,726	$ 24,258	(1,010)	58,980
Comprehensive income (loss):
(Loss) from foreign currency translation adjustments						(107)
Comprehensive income, net of tax	$ (3,125)		34,726		$ (1,010)	58,873
As Reported
Condensed Financial Statements, Captions [Line Items]
Net (loss) income before income tax			33,601			51,892
Income tax benefit			(378)			79
Net income			33,979			51,813
Net loss attributable to Fathom OpCo non-controlling interest			(442)			(5,702)
Net income attributable to controlling interest			34,421			57,515
Comprehensive income (loss):
(Loss) from foreign currency translation adjustments						(107)
Comprehensive income, net of tax			34,421			57,408
Adjustments
Condensed Financial Statements, Captions [Line Items]
Income tax benefit			(305)			(1,465)
Net income			(305)			(1,465)
Net income attributable to controlling interest			(305)			(1,465)
Comprehensive income (loss):
Comprehensive income, net of tax			$ (305)			$ (1,465)

Immaterial Error Correction o_4

Immaterial Error Correction of Previously Issued Financial Statements - Unaudited Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities
Net (loss) income attributable to controlling interest	$ (3,125)	$ 2,115	$ 34,726	$ 24,258	$ (1,010)	$ 58,980
Adjustments to reconcile net income to net cash from operating activities:
Deferred taxes						(2,199)
Net cash provided by operating activities					2,123	4,266
Net cash used in investing activities					(3,036)	(6,671)
Net cash provided by (used in) financing activities					933	(6,727)
Effect of exchange rate changes on cash, and cash equivalents						(107)
Net decrease in cash					$ 20	(9,239)
As Reported
Cash Flows from Operating Activities
Net (loss) income attributable to controlling interest			34,421			57,515
Adjustments to reconcile net income to net cash from operating activities:
Deferred taxes						(734)
Foreign currency translation adjustment						(107)
Net cash provided by operating activities						4,159
Net cash used in investing activities						(6,671)
Net cash provided by (used in) financing activities						(6,727)
Net decrease in cash						(9,239)
Adjustments
Cash Flows from Operating Activities
Net (loss) income attributable to controlling interest			$ (305)			(1,465)
Adjustments to reconcile net income to net cash from operating activities:
Deferred taxes						(1,465)
Foreign currency translation adjustment						107
Net cash provided by operating activities						107
Effect of exchange rate changes on cash, and cash equivalents						$ (107)

Immaterial Error Correction o_5

Immaterial Error Correction of Previously Issued Financial Statements - Unaudited Condensed Consolidated Statement of Shareholders' Equity and Redeemable Non-Controlling Interest (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022
Total equity	$ 54,881	$ 51,764	$ 557,614
Accumulated Deficit
Total equity			11,485
Additional Paid-in Capital
Total equity			546,223
As Reported
Total equity			564,085
As Reported | Accumulated Deficit
Total equity			9,913
As Reported | Additional Paid-in Capital
Total equity			554,159
Adjustments
Total equity			(6,471)
Adjustments | Accumulated Deficit
Total equity			1,572
Adjustments | Additional Paid-in Capital
Total equity			(7,936)
Other comprehensive loss
Total equity			(107)
Other comprehensive loss | Adjustments
Total equity			$ (107)

Revenue - Schedule of Revenue b

Revenue - Schedule of Revenue by Product Line (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Total revenue	$ 34,474	$ 41,985	$ 69,481	$ 82,526
Additive Manufacturing
Disaggregation of Revenue [Line Items]
Total revenue	3,287	4,410	6,875	8,559
Injection Molding
Disaggregation of Revenue [Line Items]
Total revenue	6,064	7,093	10,743	13,908
CNC Machining
Disaggregation of Revenue [Line Items]
Total revenue	13,240	14,584	27,470	27,910
Precision Sheet Metal
Disaggregation of Revenue [Line Items]
Total revenue	10,164	14,751	20,547	29,434
Ancillary Product Lines
Disaggregation of Revenue [Line Items]
Total revenue	$ 1,719	$ 1,147	$ 3,846	$ 2,715

Inventories - Summary of Invent

Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Inventory, Net [Abstract]
Raw materials	$ 8,474	$ 4,201
Work in process	6,658	7,042
Finished goods	2,556	5,381
Inventory, gross	17,688	16,624
Allowance for obsolescence	(511)	(906)
Total	$ 17,177	$ 15,718

Property and Equipment - Summar

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Property and Equipment, Gross	$ 57,625	$ 54,034
Accumulated depreciation	(9,241)	(6,331)
Total	48,384	47,703
Machinery & Equipment
Property Plant And Equipment [Line Items]
Property and Equipment, Gross	$ 42,314	39,516
Machinery & Equipment | Minimum [Member]
Property Plant And Equipment [Line Items]
Estimated Useful Life	6 years
Machinery & Equipment | Maximum [Member]
Property Plant And Equipment [Line Items]
Estimated Useful Life	10 years
Furniture & Fixtures
Property Plant And Equipment [Line Items]
Property and Equipment, Gross	$ 3,628	3,100
Estimated Useful Life	10 years
Computer hardware
Property Plant And Equipment [Line Items]
Property and Equipment, Gross	$ 360	374
Estimated Useful Life	5 years
Property and Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and Equipment, Gross	$ 7,052	6,839
Property and Leasehold Improvements | Minimum [Member]
Property Plant And Equipment [Line Items]
Estimated Useful Life	3 years
Property and Leasehold Improvements | Maximum [Member]
Property Plant And Equipment [Line Items]
Estimated Useful Life	23 years
Construction in Progress
Property Plant And Equipment [Line Items]
Property and Equipment, Gross	$ 3,952	3,893
Auto / transportation equipment
Property Plant And Equipment [Line Items]
Property and Equipment, Gross	$ 319	$ 312
Estimated Useful Life	3 years

Property and Equipment - Additi

Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property Plant And Equipment [Line Items]
Depreciation and amortization	$ 4,643	$ 4,452	$ 9,218	$ 8,968
Operating Expense [Member]
Property Plant And Equipment [Line Items]
Depreciation and amortization	322	138	577	274
Cost of Revenue [Member]
Property Plant And Equipment [Line Items]
Depreciation and amortization	$ 1,607	$ 1,326	$ 2,895	$ 2,791

Intangible Assets, Net - Schedu

Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Finite Lived Intangible Assets [Line Items]
Gross	$ 270,000	$ 270,000
Accumulated Amortization	(27,658)	(18,588)
Net	242,342	251,412
Trade Name [Member]
Finite Lived Intangible Assets [Line Items]
Gross	70,000	70,000
Accumulated Amortization	(7,115)	(4,782)
Net	$ 62,885	$ 65,218
Useful Life (in years)	15 years	15 years
Customer Relationships [Member]
Finite Lived Intangible Assets [Line Items]
Gross	$ 180,000	$ 180,000
Accumulated Amortization	(14,444)	(9,707)
Net	$ 165,556	$ 170,293
Useful Life (in years)	19 years	19 years
Developed Software [Member]
Finite Lived Intangible Assets [Line Items]
Gross	$ 4,300	$ 4,300
Accumulated Amortization	(1,311)	(881)
Net	$ 2,989	$ 3,419
Useful Life (in years)	5 years	5 years
Developed Technology [Member]
Finite Lived Intangible Assets [Line Items]
Gross	$ 15,700	$ 15,700
Accumulated Amortization	(4,788)	(3,218)
Net	$ 10,912	$ 12,482
Useful Life (in years)	5 years	5 years

Intangible Assets, Net - Additi

Intangible Assets, Net - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 4,535,000	$ 4,535,000	$ 9,070,000	$ 9,139,000
Intangible assets with indefinite useful lives	$ 0		$ 0

Intangible Assets, Net - Sche_2

Intangible Assets, Net - Schedule of Estimated Aggregate Amortization Expense (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Remaining 2023	$ 9,070
2024	18,140
2025	18,140
2026	18,041
2027	14,140
Thereafter	164,811
Total	$ 242,342	$ 251,412

Reorganization - Additional Inf

Reorganization - Additional Information (Details) $ in Thousands		3 Months Ended		6 Months Ended
	Jul. 07, 2022 Acquisition	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Feb. 17, 2023
Restructuring Cost and Reserve [Line Items]
Number of acquisitions since 2019 | Acquisition	13
Planned restructuring activities, Description				Pursuant to the Reorganization, the Company intended to:
Reorganization, Percentage of expected net workforce reduction	6%
Restructuring		$ 1,406		$ 2,056
Additional workforce percentage						14%
Incurred costs associated with the reorganization		1,406	$ 0	2,056	$ 0
Inventory write-off		$ 1,112		1,112
Employee termination costs				$ 208

Reorganization - Summary of Lia

Reorganization - Summary of Liability Related to Company's Reorganization Plan (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Restructuring Reserve [Roll Forward]
Liability balance at December 31, 2022	$ 412
Charges	668
Payments	(820)
Liability balance at june 30, 2023	$ 260

Warrant Liability - Additional

Warrant Liability - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Class Of Warrant Or Right [Line Items]
Change in fair value of Warrants	$ 400	$ 12,500	$ 2,180	$ 20,600
Public Warrants
Class Of Warrant Or Right [Line Items]
Class of warrants or rights outstanding (in shares)	8,624,320		8,624,320		8,624,320
Fair value price per warrant	$ 0.01		$ 0.01
Private Placement Warrants
Class Of Warrant Or Right [Line Items]
Class of warrants or rights outstanding (in shares)	9,900,000		9,900,000		9,900,000
Fair value price per warrant	$ 0.05		$ 0.05

Warrant Liability - Summary of

Warrant Liability - Summary of Number of Outstanding Warrants and Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Fair value of warrants	$ 600	$ 2,780
Public Warrants
Class of Warrant or Right [Line Items]
Number of outstanding warrants	8,624,320	8,624,320
Fair value of warrants	$ 78	$ 720
Private Placement Warrants
Class of Warrant or Right [Line Items]
Number of outstanding warrants	9,900,000	9,900,000
Fair value of warrants	$ 522	$ 2,060

Debt - Additional Information (

Debt - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 23, 2021	Dec. 22, 2021
Debt Instrument [Line Items]
Long term debt date of maturity						Dec. 31, 2026
Interest on debt increments period				90 days
Interest and debt expense		$ 3,959	$ 1,843	$ 7,429	$ 3,316
Amortization of debt issuance costs		166	$ 130	296	$ 230
Financing agreement maturity period	10 months
Financing payments	$ 1,265
Financing fee	$ 35
Financing annual rate	6.13%
SG&A Expenses [Member]
Debt Instrument [Line Items]
Insurance expense		404		808
Prepaid Assets [Member]
Debt Instrument [Line Items]
Financing payments recognized in assets		801		801
Other Current Liabilities [Member]
Debt Instrument [Line Items]
Financing payments recognized in liabilities		500		500
Term Loan [Member]
Debt Instrument [Line Items]
Debt instrument face value						$ 125,000
New Credit Agreement [Member]
Debt Instrument [Line Items]
Debt issuance costs gross						2,763
Increase decrease in term loan facility and revolving credit facility							$ 100,000
Revolving Credit Facility [Member] | New Credit Agreement [Member]
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity						$ 50,000
Borrowings from credit agreement	$ 37,000	$ 42,000		$ 42,000
Letter of Credit [Member] | Revolving Credit Facility [Member] | New Credit Agreement [Member]
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity							$ 5,000

Debt - Schedule of Long-term De

Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total principal long-term debt	$ 160,750	$ 158,875
Debt issuance costs	(2,032)	(1,804)
Total debt	158,718	157,071
Less: current portion of long-term debt	49,167	42,744
Long-term debt, net of current portion	$ 109,551	$ 114,327
Credit Agreement Revolver [Member]
Debt Instrument [Line Items]
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate	8.75%	8.20%
Principal debt	$ 42,000	$ 37,000
Credit Agreement Term Loan [Member]
Debt Instrument [Line Items]
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate	9%	8.43%
Principal debt	$ 118,750	$ 121,875

Other (Income) Expense - Schedu

Other (Income) Expense - Schedule of Other (Income) Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Other Income and Expenses [Abstract]
Change in fair value of TRA	$ (250)	$ (200)	$ 50	$ (200)
Other	65	129	88	195
Other expense	65	129	138	195
Change in fair value of Earnout Shares	(1,115)	(22,930)	(5,945)	(41,900)
Change in fair value of Warrants	(400)	(12,500)	(2,180)	(20,600)
Other	(19)	(478)	22	(523)
Other income	$ (1,784)	$ (36,108)	$ (8,103)	$ (63,223)

Shared Based Compensation - Sum

Shared Based Compensation - Summary of Stock Option Activity (Details) - Stock Options [Member] - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares, Beginning balance	317,091
Number of Shares, Granted	1,619,695
Number of Shares, Forfeited	(11,522)
Number of Shares, Ending balance	1,925,264	317,091
Number of Shares, Exercisable at June 30,2023	105,697
Weighted Average Exercise Price per Share, Beginning balance	$ 8.71
Weighted Average Exercise Price per Share, Granted	0.32
Weighted Average Exercise Price per Share, Forfeited	8.89
Weighted Average Exercise Price per Share, Ending Balance	1.89	$ 8.71
Weighted Average Exercise Price per Share, Exercisable at June 30, 2023	$ 8.71
Average Remaining Contractual Term	6 years 6 months 14 days	6 years 2 months 1 day
Average Remaining Contractual Term, Exercisable at June 30, 2023	5 years 4 months 9 days

Shared Based Compensation - Add

Shared Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense	$ 1,239	$ 1,795	$ 2,332	$ 3,925
Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Average exercise price			$ 0.32
2021 Omnibus Plan [Member] | Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation cost	1,368		$ 1,368
Cost expected to be recognized, weighted average period			2 years 25 days
2021 Omnibus Plan [Member] | Restricted Stock Units [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation cost	$ 7,483		$ 7,483
Cost expected to be recognized, weighted average period			1 year 11 months 12 days
Employee Stock Purchase Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Maximum percentage of employee eligible compensation to periodic payment of purchase price	15%		15%
Percentage of proceeds attributable to common units			85%
Common stock purchased by employees under the plan			249,648
Average exercise price			$ 0.345
Shares available for future issuance under the ESPP	966,911		966,911

Shared Based Compensation - Sch

Shared Based Compensation - Schedule of Non-vested Restricted Stock Unit Activity - (Details) - Restricted Stock Units [Member]	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Nonvested, Shares | shares	6,182,337
Granted, Shares | shares	3,201,376
Vested, Shares | shares	(304,104)
Forfeited, Shares | shares	(451,398)
Nonvested, Shares | shares	8,628,211
Nonvested | $ / shares	$ 9.28
Granted | $ / shares	0.52
Vested | $ / shares	8.67
Forfeited | $ / shares	8.01
Nonvested | $ / shares	$ 6.01

Shared Based Compensation - S_2

Shared Based Compensation - Schedule of Employee Stock Purchase Plan Valuation Assumptions (Details) - Employee Stock Purchase Plan [Member]	6 Months Ended
	Jun. 30, 2023 $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility	77.50%
Expected dividend yield	0%
Risk-free interest rate	4.10%
Fair value of share	$ 1.32
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (years)	1 year 6 months
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (years)	6 months

Earnings Per Share - Scheduled

Earnings Per Share - Scheduled Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator
Net (loss) income	$ (3,125)	$ 2,115	$ 34,726	$ 24,258	$ (1,010)	$ 58,980
Class A Common Units [Member]
Numerator
Net (loss) income	(7,264)		34,284		(8,595)	53,278
Less: Net loss attributable to non-controlling interests	(4,139)		(442)		(7,585)	(5,702)
Net (loss) income attributable to Class A common stock	$ (3,125)		$ 34,726		$ (1,010)	$ 58,980
Denominator
Basic	69,703,407		52,259,885		68,382,896	51,530,961
Assumed exchange for shares of Class A common stock	66,598,646		83,264,888		67,830,739	83,774,207
Diluted - weighted-average shares outstanding:	136,302,053		135,524,773		136,213,635	135,305,168
Basic	$ (0.04)		$ 0.66		$ (0.01)	$ 1.14
Diluted	$ (0.02)		$ 0.26		$ (0.01)	$ 0.44

Shareholders' Equity and Nonc_3

Shareholders' Equity and Noncontrolling Interest - Additional Information (Details) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Class Of Stock [Line Items]
Common stock, shares authorized (in shares)	500,000,000
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred Stock, Shares Outstanding	0	0
Class A Common Units [Member]
Class Of Stock [Line Items]
Common stock, shares authorized (in shares)	300,000,000
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares outstanding	69,835,535
Class B Common Units [Member]
Class Of Stock [Line Items]
Common stock, shares authorized (in shares)	180,000,000
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares outstanding	66,547,589
Class C Common Units [Member]
Class Of Stock [Line Items]
Common stock, shares authorized (in shares)	10,000,000
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares outstanding	0

Shareholders' Equity and Nonc_4

Shareholders' Equity and Noncontrolling Interest - Schedule Of Calculation Of Comprehensive Loss Attributable To Non-controlling Interest Holders (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Noncontrolling Interest [Line Items]
Fathom OpCo comprehensive loss	$ (3,125)	$ 34,726	$ (1,010)	$ 58,873
Comprehensive loss attributable to noncontrolling interest	(4,139)	(442)	(7,585)	(5,702)
Fathom OpCo [Member]
Noncontrolling Interest [Line Items]
Fathom OpCo comprehensive loss	$ (8,495)	$ (808)	$ (16,079)	$ (9,884)
Non-controlling interest percentage	48.70%	54.80%	48.70%	54.80%
Comprehensive loss attributable to noncontrolling interest	$ (4,139)	$ (442)	$ (7,585)	$ (5,702)

Leases - Additional Information

Leases - Additional Information (Details)	Mar. 31, 2023
Lessee, Lease, Description [Line Items]
Lease terms	12 months
Minimum
Lessee, Lease, Description [Line Items]
Lease terms	1 year
Maximum
Lessee, Lease, Description [Line Items]
Lease terms	10 years

Leases - Schedule of Balance Sh

Leases - Schedule of Balance Sheet Disclosure of Leases (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Assets
Financing	$ 2,139	$ 2,253
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Operating And Finance Lease Right Of Use Asset
Total lease assets	$ 12,243	12,708
Current
Operating	$ 2,022	2,174
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Operating And Finance Lease Liability Current
Financing	$ 211	200
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Operating And Finance Lease Liability Current
Non-Current
Operating	$ 8,269	8,958
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Operating And Finance Lease Liability Noncurrent
Financing	$ 2,016	2,125
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Operating And Finance Lease Liability Noncurrent
Total lease liabilities	$ 12,518	13,457
Prepaid Expenses and Other Current Assets [Member]
Assets
Operating	209	143
Right-of-use Lease Assets, Net [Member]
Assets
Operating	$ 9,895	$ 10,312

Leases - Summary of Lease Costs

Leases - Summary of Lease Costs Included in Unaudited Statement of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Lease, Cost [Abstract]
Operating lease cost	$ 706	$ 817	$ 1,495	$ 1,620
Short-term lease cost		4		8
Finance lease cost
Amortization of ROU assets	75	54	131	108
Interest on lease liabilities	42	34	74	69
Sublease income	(34)	(34)	(68)	(68)
Total lease costs	$ 789	$ 875	$ 1,632	$ 1,737
Weighted-average remaining lease term (years), Operating	6 years 2 months 12 days	3 years 7 months 6 days	6 years 2 months 12 days	3 years 7 months 6 days
Weighted-average remaining lease term (years), Financing	7 years 6 months	8 years 7 months 6 days	7 years 6 months	8 years 7 months 6 days
Weighted-average discount rate, Operating	5.70%	4.20%	5.70%	4.20%
Weighted-average discount rate, Financing	5.60%	5.60%	5.60%	5.60%

Leases - Summary of Maturities

Leases - Summary of Maturities of Leases (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Operating Leases
Remaining 2023	$ 1,348
2024	2,469
2025	2,092
2026	1,634
2027	1,428
Thereafter	3,807
Lessee, Operating Lease, Liability, to be Paid, Total	12,778
Less: Discount	2,487
Present value of lease liability	10,291
Financing Leases
Remaining 2023	164
2024	335
2025	346
2026	356
2027	365
Thereafter	1,200
Finance Lease, Liability, Payment, Due, Total	2,766
Less: Discount	539
Present value of lease liability	2,227
Total
Remaining 2023	1,512
2024	2,804
2025	2,438
2026	1,990
2027	1,793
Thereafter	5,007
Lease Liability Payments Due, Total	15,544
Less: Discount	3,026
Present value of lease liability	$ 12,518

Fair Value Measurement - Schedu

Fair Value Measurement - Schedule of Fair Value Measurement of Assets and Liabilities Based on Hierarchy (Detail) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	$ 5,954	$ 14,370
Tax Receivable Agreement
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	4,050	4,000
Fathom OpCo Acquisitions Contingent Consideration
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	359	700
Sponsor Earnout Shares Liability
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	137	930
Fathom Earnout Shares Liability
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	808	5,960
Warrant Liability - Public Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	78	720
Warrant liability – Private Placement Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	522	2,060
Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	78	720
Level 1 | Warrant Liability - Public Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	78	720
Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	5,876	13,650
Level 3 | Tax Receivable Agreement
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	4,050	4,000
Level 3 | Fathom OpCo Acquisitions Contingent Consideration
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	359	700
Level 3 | Sponsor Earnout Shares Liability
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	137	930
Level 3 | Fathom Earnout Shares Liability
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	808	5,960
Level 3 | Warrant liability – Private Placement Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	$ 522	$ 2,060

Fair Value Measurement - Reconc

Fair Value Measurement - Reconciliation of Beginning and Ending Balances of Recurring Level 3 Fair Value Measurements (Details) - Level 3 $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, Beginning Balance	$ 13,650
Payments	(341)
Net (gain) loss	$ (7,433)
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Other Nonoperating Expense
Fair value, Ending Balance	$ 5,876
Tax Receivable Agreement Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, Beginning Balance	4,000
Net (gain) loss	50
Fair value, Ending Balance	4,050
Fathom OpCo Acquisitions Contingent Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, Beginning Balance	700
Payments	(341)
Fair value, Ending Balance	359
Sponsor Earnout Shares Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, Beginning Balance	930
Net (gain) loss	(793)
Fair value, Ending Balance	137
Fathom Earnout Shares Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, Beginning Balance	5,960
Net (gain) loss	(5,152)
Fair value, Ending Balance	808
Warrant liability – Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, Beginning Balance	2,060
Net (gain) loss	(1,538)
Fair value, Ending Balance	$ 522

Fair Value Measurement - Additi

Fair Value Measurement - Additional Information (Details) $ / shares in Units, $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023 USD ($)	Jun. 30, 2022 $ / shares	Jun. 30, 2023 USD ($)	Jun. 30, 2022 $ / shares	Jun. 30, 2023 $ / shares	Jun. 30, 2023 yr
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Corporate tax rate	(0.89%)		(2.03%)	(1.40%)	(2.67%)
Public Warrants [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value measurements	11.50			11.50			0.0348
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares						$ 18
Threshold trading days for redemption of public warrants				20 days
Threshold consecutive trading days for redemption of public warrants				30 days
Tax Receivable Agreement [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Corporate tax rate				26.90%
Non-controlling interest percentage				48.70%
Initial amortization deductions | $				$ 46,070
Taxable income forecast | $		$ 67,762
Tax Receivable Agreement [Member] | Class A Common Stock [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Business combination contingent consideration liability measurement input			79		79
Stock price, per share | $ / shares			$ 0.41		$ 0.41
Sale of stock price percentage					25%
Cost of debt percentage					10.74%
Earnout Shares [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Expected term				3 years 5 months 23 days
Risk-free interest rate				4.32%
Strike Price [Member] | Private Placement Warrants [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value measurements	0.1150			0.1150
Expected Term [Member] | Private Placement Warrants [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value measurements | yr							0.0348
Volatility [Member] | Private Placement Warrants [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value measurements	1.020			1.020
Operating Asset Volatility [Member] | Earnout Shares [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Volatility				69.70%
Equity Volatility [Member] | Earnout Shares [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Volatility				119.90%

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Provision for income taxes (benefit)	$ 64	$ (683)	$ 119	$ (1,386)
Effective tax rate	(0.89%)	(2.03%)	(1.40%)	(2.67%)

Variable Interest Entity - Summ

Variable Interest Entity - Summary of Total Assets, Liabilities, and Equity of the Company's Consolidated VEI (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022
Variable Interest Entity [Line Items]
Total assets	$ 357,928	$ 370,515
Total liabilities	222,988	226,544
Total equity	54,881	51,764	$ 557,614
Variable Interest Entity, Primary Beneficiary [Member]
Variable Interest Entity [Line Items]
Total assets	357,657	370,245
Total liabilities	193,180	191,514
Total equity	$ 164,477	$ 178,731