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 a $ 125,000 term loan (the “Term Loan”). The Company's borrowings under the revolving credit facility were $ 42,000 and $ 37,000 at September 30, 2023 and December 31, 2022, respectively. The loans borrowed under the Credit Agreement will mature in December 2026 , except for $ 50,000 principal amount of the Term Loan held by term lenders consenting to the Third Amendment (as defined below) which must be repaid (the “Term Loan Paydown”) no later than March 31, 2024 (or June 30, 2024 in the circumstance described below). The Company expects to be able to satisfy the obligations relating to the Term Loan Paydown, but there is no assurance that it will be successful. Due to this uncertainty, and the ability of our lenders to declare a default and exercise their right to accelerate repayment of our indebtedness under the Credit Agreement in the event of our failure to satisfy such obligations, all of our indebtedness under the Credit Agreement is classified as current-portion of long-term debt as of September 30, 2023. See Note 2. Basis of Presentation. As previously disclosed, the Credit Agreement was amended in November 2022 and again in March 2023, in each case to modify, among other things, certain financial covenants in the Credit Agreement. On November 13, 2023, the Company entered into an amendment to the credit agreement (the “Third Amendment”) to modify among other things, certain financial covenants The Third Amendment requires the interest coverage ratio as of the last day of any fiscal quarter, commencing with the fiscal quarter ending on June 30, 2024 to not be less than the applicable ratio set forth opposite such fiscal quarter below: Fiscal Quarter Interest Coverage Ratio Each fiscal quarter ending on and after June 30, 2024 through and including December 31, 2024 1.20 to 1.00 Each fiscal quarter ending on and after March 31, 2025 through and including December 31, 2025 1.25 to 1.00 Fiscal quarter ending on March 31, 2026 1.35 to 1.00 Fiscal quarter ending on June 30, 2026 1.45 to 1.00 Fiscal quarter ending on September 30, 2026 and thereafter 1.55 to 1.00 In addition, the Third Amendment requires the net leverage ratio as of the last day of any fiscal quarter commencing with the fiscal quarter ending on June 30, 2024, to not exceed the applicable ratio set forth opposite such fiscal quarter below: Fiscal Quarter Net Leverage Ratio Fiscal quarter ending on June 30, 2024 7.00 to 1.00 Fiscal quarter ending on September 30, 2024 6.75 to 1.00 Fiscal quarter ending on December 31, 2024 6.50 to 1.00 Fiscal quarter ending on March 31, 2025 6.25 to 1.00 Fiscal quarter ending on June 30, 2025 6.00 to 1.00 Fiscal quarter ending on September 30, 2025 5.75 to 1.00 Fiscal quarter ending on December 31, 2025 5.50 to 1.00 Fiscal quarter ending on March 31, 2026 5.00 to 1.00 Fiscal quarter ending on June 30, 2026 4.50 to 1.00 Fiscal quarter ending on September 30, 2026 and thereafter 4.00 to 1.00 The Third Amendment also requires Minimum EBITDA (as defined and calculated pursuant to the Third Amendment) commencing with the fiscal quarter ending September 30, 2023 to not be less than the applicable amount set forth opposite such fiscal quarter below (tested on a standalone quarterly basis). Fiscal Quarter Minimum EBITDA Fiscal quarter ending on September 30, 2023 $ 1,500 Fiscal quarter ending on December 31, 2023 $ 2,700 Further, the Third Amendment requires the Company’s minimum unrestricted cash and cash equivalents on account, together with the amounts available to be drawn under the revolving credit facility under the Third Amended Credit Agreement (“Liquidity”) commencing with the month ending September 30, 2023, to not be less than $ 13,500 as of the last day of the months ending on September 30, 2023, October 31, 2023, and November 30, 2023 and not less than $ 10,000 as of the last day of any month ending on and after December 31, 2023 through and including December 31, 2024. Under certain circumstances, the Third Amended Credit Agreement permits the Company, at its election and in its sole discretion, to designate the last day of any fiscal quarter ending on or after March 31, 2025 as the “Covenant Changeover Date”. On and after the Covenant Changeover Date, the Third Amendment will require the interest coverage ratio as of the last day of any fiscal quarter ending on or after the Covenant Changeover Date to not be less than 2.50 to 1.00 and the net leverage ratio as of the last day of any fiscal quarter ending on or after the Covenant Changeover Date to not exceed 3.50 to 1.00, provided that, in the case of the maximum net leverage ratio requirement, if a qualified material acquisition is consummated after the Covenant Changeover Date, the Company may elect to increase the maximum net leverage ratio requirement to 4.00 to 1.00 with respect to the fiscal quarter in which such qualified material acquisition is consummated and each of the three immediately following fiscal quarters, provided that no such election may be made to so increase the maximum net leverage ratio requirement to 4.00 to 1.00 unless, as of the end of at least two consecutive fiscal quarters immediately preceding such election, the net leverage ratio was not greater than 3.50 to 1.00. Following the Covenant Changeover Date, certain additional restrictions on the availability of certain baskets in the Third Amended Credit Agreement relating to restricted payments, restricted debt payments and sale and leaseback transactions will cease to apply. Failure to comply with the covenants contained in the Third Amended 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. The Third Amendment requires the Company to obtain qualified equity capital to make the Term Loan Paydown of $ 50,000 no later than (a) March 31, 2024 with qualified equity capital obtained pursuant to a binding commitment entered into on or before January 31, 2024 or (b) June 30, 2024 in the event a Credit Support (as defined below) is executed and delivered to the Administrative Agent on or before January 31, 2024. “Credit Support” means (a) an unconditional guaranty of payment (and not merely of collection) of the Term Loans held by term lenders consenting to the Third Amendment in an amount equal to the Credit Support Amount (as defined below) provided by CORE Industrial Partners or any investment affiliate thereof having undrawn capital commitments of not less than the Credit Support Amount (and/or provided by (i) an existing equity investor in the Company or any affiliate of such investor or (ii) a third party, in the cases of clauses (i) and (ii), that is reasonably acceptable to the majority in interest of the term lenders consenting to the Third Amendment (such acceptance not to be unreasonably withheld, delayed or conditioned)) or (b) a letter of credit issued by a bank of recognized national reputation in the face amount of the Credit Support Amount, the account party in respect of which is not the Company or any of its subsidiaries, in each case under clauses (a) and (b), in form and substance reasonably acceptable to the majority in interest of the term lenders consenting to the Third Amendment (such acceptance not to be unreasonably withheld, delayed or conditioned), in favor of such term lenders and enforceable or drawable, as applicable, by such term lenders (x) if the Term Loan Paydown is not made when due or (y) upon the occurrence of a bankruptcy event in respect of the Company or any of its subsidiaries (and, to the extent such bankruptcy event is an involuntary proceeding or petition, such bankruptcy event having continued undismissed for 60 days or an order or decree approving or ordering the relief sought therein shall be entered). The “Credit Support Amount” means such amount, which shall not be less than $ 50,000 in the aggregate, as would result in the aggregate Term Loan exposure held by any term lender consenting to the Third Amendment to be reduced by an amount equal to such reduction that would occur had the Term Loan Paydown been made on the date of determination. The Credit Agreement previously permitted the Company to exercise a right to cure financial covenant defaults by means of raising cash through the sale of certain eligible equity interests of the Company as described in the Credit Agreement commencing with the fiscal quarter ending on March 31, 2024. The Third Amendment permits the Company to exercise this right commencing with the fiscal quarter ending on June 30, 2024. The Third Amendment also provides that the margin applicable to Term SOFR Loans increases to 4.25 % until the first business day after the delivery of financial statements and the related compliance certificate required to be delivered under the Third Amended Credit Agreement for the fiscal quarter ending on June 30, 2024, and thereafter to the extent the Company’s net leverage ratio equals or exceeds 5.00 to 1.0 on the applicable date. In connection with the preparation and execution of the Third Amendment, the Company incurred reasonable and documented expenses of the Administrative Agent and $ 936 in customary arranger and lender consent fees, with certain portions thereof being payable on the Third Amendment closing date and the remainder being payable at the earlier of the Term Loan Pay Down, March 31, 2024 and the date on which the loans are accelerated and the commitments are terminated in accordance with the Third Amended Credit Agreement. The Company recorded deferred financing costs of $ 0 and $ 524 , respectively for the three and nine months ended September 30, 2023 in conjunction with the Credit Agreement and subsequent amendments and the applicable principal balances are presented within Long-Term debt, net on the Company's 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’s debt as of September 30, 2023 and December 31, 2022 is as follows: As of September 30, 2023 As of December 31, 2022 Debt Description Interest Rate Amount Interest Rate Amount Credit Agreement Revolver 9.47 % $ 42,000 8.20 % $ 37,000 Credit Agreement Term Loan 9.34 % 117,187 8.43 % 121,875 Total principal long-term debt 159,187 158,875 Debt issuance costs ( 1,866 ) ( 1,804 ) Total debt 157,321 157,071 Less: current portion of long-term debt 157,321 42,744 Long-term debt, net of current portion $ - $ 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 $ 3,828 and $ 2,337 for the three months ended September 30, 2023 and September 30, 2022, respectively, and $ 11,076 and $ 5,253 for the nine months ended September 30, 2023 and September 30, 2022, respectively. Included in interest expense, net on the accompanying unaudited condensed consolidated statements of comprehensive loss is amortization of debt issuance costs was $ 165 , and $ 69 for the three months ended September 30, 2023 and September 30, 2022, respectively, and $ 461 and $ 299 for the nine months ended September 30, 2023 and September 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, were made between January 2023 and October 2023. As of September 30, 2023, the Company recognized $ 403 of prepaid assets and $ 126 of other current liabilities in the unaudited condensed consolidated balance sheet. The Company recognized $ 404 and $ 1,211 of insurance expense in selling, general and administrative ("SG&A") expenses for the three and nine months ended September 30, 2023, respectively. |