Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 11, 2024 | Apr. 10, 2024 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Trading Symbol | FATH | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | true | ||
Document Financial Statement Restatement Recovery Analysis [Flag] | false | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 10,407,262 | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity File Number | 001-39994 | ||
Entity Tax Identification Number | 98-1571400 | ||
Entity Address, Address Line One | 1050 Walnut Ridge Drive | ||
Entity Address, City or Town | Hartland | ||
Entity Address, State or Province | WI | ||
Entity Address, Postal Zip Code | 53029 | ||
City Area Code | 262 | ||
Local Phone Number | 367-8254 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | DE | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Security Exchange Name | NYSE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Firm ID | 248 | ||
Auditor Location | Milwaukee, WI | ||
Documents Incorporated by Reference [Text Block] | DOCUMENTS INCORPORATED BY REFERENCE Portions of Fathom Digital Manufacturing Corporation’s definitive Proxy Statement, to be filed with the Securities and Exchange Commission within 120 days of December 31, 2023 and delivered to stockholders in connection with the 2024 Annual Meeting of Stockholders, as applicable are incorporated by reference into Part III of this Form 10-K. | ||
Class A Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 3,649,866 | ||
Class B Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 3,327,379 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Current assets | |||
Cash | $ 5,573 | $ 10,713 | |
Accounts receivable, net | [1] | 21,518 | 28,641 |
Inventory | 10,015 | 12,350 | |
Prepaid expenses and other current assets | 2,025 | 3,588 | |
Total current assets | 39,131 | 55,292 | |
Property and equipment, net | 46,277 | 47,703 | |
Right-of-use lease assets, net | 10,941 | 12,565 | |
Intangible assets, net | 233,272 | 251,412 | |
Other non-current assets | 142 | 175 | |
Total assets | 329,763 | 367,147 | |
Current liabilities | |||
Accounts payable | [2] | 9,018 | 7,982 |
Accrued expenses | 7,780 | 8,176 | |
Current lease liability | 2,113 | 2,374 | |
Other current liabilities | 692 | 4,828 | |
Current portion of debt, net | 159,801 | 42,744 | |
Total current liabilities | 179,404 | 66,104 | |
Long-term debt, net | 0 | 114,327 | |
Fathom earnout shares liability | 116 | 5,960 | |
Sponsor earnout shares liability | 20 | 930 | |
Warrant liability | 72 | 2,780 | |
Payable to related parties pursuant to the tax receivable agreement (includes $0 and $3,974 at fair value, respectively) | 0 | 25,360 | |
Noncurrent operating lease liability | 9,199 | 11,083 | |
Total liabilities | 188,811 | 226,544 | |
Commitments and Contingencies: | |||
Redeemable non-controlling interest in Fathom OpCo | 68,402 | 90,558 | |
Shareholders' and Members' Equity: | |||
Preferred Stock, $.0001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | [3] | 0 | 0 |
Additional paid-in capital | 594,401 | 587,955 | |
Accumulated other comprehensive loss | (107) | (107) | |
Accumulated deficit | (521,744) | (537,803) | |
Shareholders' equity attributable to Fathom Digital Manufacturing Corporation | 72,550 | 50,045 | |
Total Liabilities, Shareholders' Equity, Members' Equity, and Redeemable Non-Controlling Interest | 329,763 | 367,147 | |
Class A Common Stock [Member] | |||
Shareholders' and Members' Equity: | |||
Common stock | [3] | 0 | 0 |
Class B Common Stock [Member] | |||
Shareholders' and Members' Equity: | |||
Common stock | [3] | 0 | 0 |
Class C Common Stock [Member] | |||
Shareholders' and Members' Equity: | |||
Common stock | [3] | $ 0 | $ 0 |
[1] Inclusive of allowance for expected credit losses of $ 575 as of December 31, 2023 and allowance for doubtful accounts of $ 856 as of December 31, 2022, respectively. Inclusive of accounts payable to related parties of $ 0 and $ 1,007 as of December 31, 2023, and December 31, 2022, respectively. Periods presented have been adjusted to reflect the 20-for-1 reverse stock split effective on September 28, 2023. Addition al information regarding the reverse stock split may be found in Note 2- Basis of Presentation. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Common stock, shares authorized (in shares) | 25,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Allowance for expected credit losses | $ 575 | $ 856 | |
Accounts payable | [1] | 9,018 | 7,982 |
Fair value of payable to related parties pursuant to the tax receivable agreement | 0 | 3,974 | |
Related Parties [Member] | |||
Accounts payable | $ 0 | $ 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) | 15,000,000 | 15,000,000 | |
Common stock, shares issued (in shares) | 3,526,432 | 3,290,438 | |
Common stock, shares outstanding | 3,526,432 | 3,290,438 | |
Class B Common Stock [Member] | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 9,000,000 | 9,000,000 | |
Common stock, shares issued (in shares) | 3,327,379 | 3,507,653 | |
Common stock, shares outstanding | 3,327,379 | 3,507,653 | |
Class C Common Stock [Member] | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 500,000 | 500,000 | |
Common stock, shares issued (in shares) | 0 | 0 | |
Common stock, shares outstanding | 0 | 0 | |
[1] Inclusive of accounts payable to related parties of $ 0 and $ 1,007 as of December 31, 2023, and December 31, 2022, respectively. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Revenue | $ 131,292,000 | $ 161,141,000 | |
Cost of revenue | [1],[2] | 93,608,000 | 111,991,000 |
Gross profit | 37,684,000 | 49,150,000 | |
Operating expenses | |||
Selling, general, and administrative | 37,503,000 | 49,869,000 | |
Depreciation and amortization | 18,482,000 | 18,179,000 | |
Restructuring | 4,855,000 | 1,897,000 | |
Goodwill impairment | 0 | 1,189,518,000 | |
Total operating expenses | 60,840,000 | 1,259,463,000 | |
Operating loss | (23,157,000) | (1,210,313,000) | |
Interest expense and other expense (income) | |||
Interest expense | 15,571,000 | 9,015,000 | |
Other expense | 94,000 | 350,000 | |
Other income | (37,299,000) | (99,160,000) | |
Total interest expense and other expense (income), net | (21,634,000) | (89,795,000) | |
Net loss before income tax | (1,523,000) | (1,120,518,000) | |
Income tax benefit | (79,000) | (6,662,000) | |
Net loss | (1,443,000) | (1,113,856,000) | |
Net loss attributable to Fathom OpCo non-controlling interest (Note 14) | (17,502,000) | (623,552,000) | |
Net income (loss) attributable to controlling interest | 16,059,000 | (490,304,000) | |
Comprehensive loss: | |||
Loss from foreign currency translation adjustments | (107,000) | ||
Comprehensive income (loss), net of tax | $ 16,059,000 | $ (490,411,000) | |
Class A Common Stock | |||
Net income (loss) per share attributable to shares of Class A common stock | |||
Basic | [3] | $ 4.64 | $ (169.75) |
Diluted | [3] | $ 2.35 | $ (169.75) |
Weighted average shares outstanding | |||
Basic | [3] | 3,463,747 | 2,888,334 |
Diluted | [3] | 6,822,942 | 2,888,334 |
[1] Inclusive of $ 5,689 and $ 9,120 , of cost of revenue related to inventory purchases from a related party for the years ended December 31, 2023 and December 31, 2022, respectively. See Note 16 for further information. Inclusive of $ 6,655 and $ 6,716 of depreciation and amortization for the years ended December 31, 2023 and December 31, 2022, respectively. Periods presented have been adjusted to reflect the 20-for-1 reverse stock split effective on September 28, 2023. See Note 2 for further information. |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cost, depreciation and amortization | $ 6,655 | $ 6,716 |
Cost, inventory purchases from related party | $ 5,689 | $ 9,120 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Equity and Redeemable Non-Controlling Interest - USD ($) $ in Thousands | Total | Revision of Prior Period, Accounting Standards Update, Adjustment | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Deficit Revision of Prior Period, Accounting Standards Update, Adjustment | Accumulated Other Comprehensive Loss | Redeemable Non-controlling Interest |
Shareholders' equity beginning balance at Dec. 31, 2021 | $ 418,778 | $ 466,359 | $ (47,581) | ||||||
Shareholders' equity beginning balance (in shares) at Dec. 31, 2021 | 2,539,283 | 4,214,749 | |||||||
Opening Balance, Value, Redeemable Noncontrolling Interest at Dec. 31, 2021 | $ 841,982 | ||||||||
Accounting Standards Update [Extensible Enumeration] | us-gaap:AccountingStandardsUpdate201602Member | us-gaap:AccountingStandardsUpdate201602Member | |||||||
Equity based compensation | 7,386 | 7,386 | |||||||
Net income (loss) | (490,304) | (490,304) | (623,552) | ||||||
Other comprehensive loss | (107) | $ (107) | |||||||
Vesting of restricted shares, net of tax withholding (in shares) | 37,347 | ||||||||
Vesting of restricted shares, net of tax withholding | (2,976) | (2,976) | |||||||
Issuance of Class A common stock under Employee Share Purchase Plan | 150 | 150 | |||||||
Issuance of Class A common stock under Employee Share Purchase Plan (in shares) | 6,712 | ||||||||
Exchange of common stock and Fathom OpCo units (in shares) | 707,096 | (707,096) | |||||||
Non-controlling interest remeasurement | 127,872 | 127,872 | (127,872) | ||||||
Tax receivable agreement liability on capital transactions | (21,360) | (21,360) | |||||||
Tax impact of exchange of Class B common stock and Fathom OpCo units | 10,524 | 10,524 | |||||||
Closing Balance, Value, Redeemable Noncontrolling Interest at Dec. 31, 2022 | 90,558 | 90,558 | |||||||
Shareholders' equity ending balance at Dec. 31, 2022 | 50,045 | $ 82 | (537,803) | $ 82 | 90,558 | ||||
Shareholder's equity ending balance at Dec. 31, 2022 | 50,045 | 587,955 | (537,803) | (107) | |||||
Shareholders' equity ending balance (in shares) at Dec. 31, 2022 | 3,290,438 | 3,507,653 | |||||||
Equity based compensation | 4,127 | 4,127 | |||||||
Net income (loss) | 16,059 | 16,059 | (17,502) | ||||||
Vesting of restricted shares, net of tax withholding (in shares) | 30,175 | ||||||||
Issuance of Class A common stock under Employee Share Purchase Plan | 134 | 134 | |||||||
Issuance of Class A common stock under Employee Share Purchase Plan (in shares) | 25,545 | ||||||||
Exchange of common stock and Fathom OpCo units (in shares) | 180,274 | (180,274) | |||||||
Non-controlling interest remeasurement | 4,654 | 4,654 | (4,654) | ||||||
Tax receivable agreement liability on capital transactions | (2,468) | (2,468) | |||||||
Closing Balance, Value, Redeemable Noncontrolling Interest at Dec. 31, 2023 | 68,402 | $ 68,402 | |||||||
Shareholders' equity ending balance at Dec. 31, 2023 | 72,550 | ||||||||
Shareholder's equity ending balance at Dec. 31, 2023 | $ 72,550 | $ 594,401 | $ (521,744) | $ (107) | |||||
Shareholders' equity ending balance (in shares) at Dec. 31, 2023 | 3,526,432 | 3,327,379 |
Consolidated Statement of Sha_2
Consolidated Statement of Shareholders' Equity and Redeemable Non-Controlling Interest (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Common Class A [Member] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Class B [Member] | ||
Common stock, par value (in dollars per share) | 0.0001 | 0.0001 |
Common Stock [Member] | Common Class A [Member] | ||
Common stock, par value (in dollars per share) | 0.0001 | 0.0001 |
Common Stock [Member] | Common Class B [Member] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ 16,059,000 | $ (490,304,000) |
Adjustments to reconcile net income (loss) to net cash from operating activities: | ||
Depreciation and amortization | 25,137,000 | 24,896,000 |
Amortization of inventory step-up | 3,241,000 | |
Goodwill impairment | 0 | 1,189,518,000 |
Gain on disposal of property and equipment | (6,000) | (197,000) |
Share-based compensation | 4,127,000 | 7,386,000 |
Non cash lease expense, net | 316,000 | 1,065,000 |
Deferred taxes | (6,417,000) | |
Bad debt expense | 194,000 | 513,000 |
Non-controlling interest share of Fathom OpCo Net Loss | (17,502,000) | (623,552,000) |
Change in fair value of Fathom earnout shares liability | (5,844,000) | (58,340,000) |
Change in fair value of Sponsor earnout shares liability | (910,000) | (8,450,000) |
Change in fair value of warrant liability | (2,708,000) | (31,120,000) |
Change in fair value of tax receivable agreement | (27,828,000) | (600,000) |
Change in fair value of contingent consideration | (148,000) | |
Amortization of debt financing costs | 655,000 | 420,000 |
Changes in operating assets and liabilities that provided cash: | ||
Accounts receivable | 6,929,000 | (4,182,000) |
Inventory | 1,317,000 | (2,426,000) |
Prepaid expenses and other assets | 1,659,000 | 1,351,000 |
Accounts payable | (3,282,000) | (1,167,000) |
Accrued liabilities and other | 40,000 | 1,593,000 |
Net cash (used in) provided by operating activities | (1,647,000) | 3,080,000 |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (4,993,000) | (13,189,000) |
Net cash used in investing activities | (4,993,000) | (13,189,000) |
Cash Flows from Financing Activities | ||
Proceeds from revolving credit facility, net | 8,000,000 | 10,000,000 |
Payments on debt | (4,689,000) | (3,125,000) |
Payments on finance leases | (318,000) | (316,000) |
Tax payment for shares withheld in lieu of taxes | (2,976,000) | |
Payment of debt issuance costs | (945,000) | (411,000) |
Proceeds from issuance of common stock under ESPP | 134,000 | 150,000 |
Payments for contingent consideration | (682,000) | (2,750,000) |
Net cash provided by financing activities | 1,500,000 | 572,000 |
Effect of exchange rate changes on cash, and cash equivalents | (107,000) | |
Net decrease in cash | (5,140,000) | (9,644,000) |
Cash, beginning of period | 10,713,000 | 20,357,000 |
Cash, end of period | 5,573,000 | 10,713,000 |
Supplemental Cash Flows Information: | ||
Cash paid for interest | 14,171,000 | 5,714,000 |
Cash paid for taxes | 672,000 | 98,000 |
Cash paid to related parties (Note 16) | 5,501,000 | 9,120,000 |
Significant non-cash transactions: | ||
Property and equipment noncash transaction | 572,000 | 1,485,000 |
Right-of-use assets acquired through lease liabilities | 788,000 | $ 11,986,000 |
Deferred financing fees | $ 292,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 16,059 | $ (490,304) |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Note 1 - Nature of Business Fathom Digital Manufacturing Corporation (“Fathom,” 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. On December 23, 2021, Altimar II and Fathom Holdco, LLC (“Fathom OpCo”) closed a series of transactions (collectively, the "Business Combination") pursuant to the Business Combination Agreement dated as of July 15, 2021, as amended (the "Agreement"), that resulted in the combined Company becoming a publicly traded company on the New York Stock Exchange ("NYSE"). Fathom, through its consolidated subsidiary, 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”). |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 - Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements comprise the financial statements of Fathom and its controlled subsidiaries for the fiscal years ending December 31, 2023 and December 31, 2022. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). All material intercompany balances have been eliminated in consolidation in each period presented. The audited consolidated financial statements included in this Annual Report 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. To satisfy the obligation to pay the $ 50,000 Term Loan Paydown due July 31, 2024 (or, if earlier, on the date the pending Merger is consummated or the date that the Merger Agreement and related transaction documents are terminated), the Company will need to obtain sufficient qualified equity capital or otherwise restructure or refinance the Credit Agreement. In connection with the execution of the Merger Agreement, the CORE Investors and their managing partner, an affiliate of CORE Industrial Partners, entered into the Equity Commitment Letter with Parent whereby they agreed, subject to the terms and conditions thereof, to provide equity financing to Parent in the aggregate amount set forth therein to facilitate consummation of the Transactions (as defined in the Merger Agreement), including the Merger, the payment of the Term Loan Paydown and certain other payments. The CORE Investors’ obligations under the Equity Commitment letter are subject to certain terms and conditions, including consummation of the pending Merger, and there is no assurance that such terms and conditions will be satisfied. If the funding of Parent as contemplated by the Equity Commitment Letter is not obtained, the Company will need to obtain sufficient other qualified equity capital or otherwise restructure or refinance the Credit Agreement. At this time, we expect to be able to successfully complete one of these actions if the necessity arises; however, there is no assurance that we will be successful, and our inability to obtain such capital or complete such actions 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 audited consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Principles of Consolidation The consolidated financial statements include the accounts of the Company, its controlled subsidiaries, and certain variable interest entities (“VIEs”) where the Company is the primary beneficiary. The Company is deemed to be the primary beneficiary of a VIE when it has both (1) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and (2) exposure to benefits and/or losses that could potentially be significant to the entity. Assets and liabilities of VIEs and their respective results of operations are consolidated from the date that the Company became the primary beneficiary through the date that the Company ceases to be the primary beneficiary. Fathom consolidates the accounts of Fathom OpCo since Fathom OpCo has been determined to be a VIE and Fathom is the primary beneficiary of Fathom OpCo. Reverse Stock Split On September 15, 2023, the Company’s Board of Directors approved a reverse stock split ratio of 20-for-1 (the “Reverse Stock Split”). On September 28, 2023, the effective date of the Reverse Stock Split, the number of the Company’s issued and outstanding shares of common stock decreased from 70,113,787 shares to 3,505,689 shares, net of fractional shares redeemed. The number of authorized shares and par value per common share remained unchanged. No fractional shares were issued as a result of the Reverse Stock Split. Stockholders who would otherwise have been entitled to receive a fractional share received a cash payment in lieu thereof. Prior to the effective date of the Reverse Stock Split, the Company had listed warrants to purchase a total of 18,524,320 shares of Common Stock, with each whole warrant being exercisable for one share of Common Stock at $ 11.50 per share. After the effective date of the Reverse Stock Split, every twenty shares of Common Stock that may have been purchased pursuant to the warrants immediately prior to the Reverse Stock Split represented one share of Common Stock that may be purchased pursuant to such warrants immediately following the Reverse Stock Split. Correspondingly, the exercise price per share of Common Stock attributable to such warrants was proportionately increased, such that the exercise price immediately following the Reverse Stock Split was $ 230.00 , which equals the product of twenty multiplied by $ 11.50 , the exercise price per share immediately prior to the Reverse Stock Split. The number of shares of Common Stock subject to the warrants was proportionately decreased by twenty times, to an aggregate of 926,216 shares. The share, per share and trading price amounts in the consolidated financial statements and the accompanying notes have been retrospectively adjusted to reflect the Reverse Stock Split for all periods presented. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires the Company’s management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which the Company’s management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Income Taxes The Company accounts for income taxes and related accounts using the asset/liability method in accordance with ASC Topic 740, Income Taxes (“ASC 740”). Under ASC 740, the Company accrues income taxes payable or refundable and recognizes deferred tax assets and liabilities based on differences between U.S. GAAP and tax bases of assets and liabilities. The Company measures deferred tax assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse and recognizes the effect of a change in enacted rates in the period of enactment. A valuation allowance is established if it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The Company establishes assets and liabilities for uncertain tax positions taken or expected to be taken in income tax returns, using a more-likely than-not recognition threshold. The Company recognizes penalties and interest related to uncertain tax positions as income tax expense. See Note 20 “Income Taxes,” of these Notes to Consolidated Financial Statements for further discussion. Credit Risk, Major Customers, and Suppliers The Company extends trade credit to its customers on terms that are generally practiced in the industry. During 2023 and 2022, the Company did not have any customers or suppliers that comprised a significant percentage of the Company’s operations. The Company maintains its cash balances within accounts at financial institutions backed by the Federal Deposit Insurance Corporation with some balances being in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash balances Trade Accounts Receivable and Allowance for Expected Credit Losses Receivables are stated at amortized cost net of allowance for credit losses. The Company performs ongoing evaluations of its customers’ current creditworthiness, as determined by the review of their credit information to determine if events have occurred subsequent to the recognition of revenue and the related receivable that provides evidence that such receivable will be realized in an amount less than that recognized at the time of sale. Estimates of credit losses are based on historical losses, current economic conditions, geographic considerations, and in some cases, evaluating specific customer accounts for risk of loss. Trade accounts receivables are stated at net invoice amounts. An allowance for expected credit losses is established based on a specific assessment of all invoices that remain unpaid following normal customer payment periods. In addition, a general valuation allowance is established for the remaining accounts receivable that have not been specifically assessed based on historical loss experience as well as geographic and general economic conditions. All amounts deemed to be uncollectible are charged against the allowance for doubtful accounts in the period that determination is made. The allowance for expected credit losses was $ 575 as of December 31, 2023 and allowance for doubtful accounts was $ 876 as of December 31, 2022. Inventory Inventory is stated at the lower of cost or net realizable value (“NRV”), with NRV based on selling prices in the ordinary course of business, less costs of completion, disposal, and transportation. Costs are determined on the first-in, first-out (“FIFO”) method. Property and Equipment Property and equipment are recorded at cost less accumulated depreciation and amortization. The straight-line method is used for computing depreciation. Assets are depreciated over their estimated useful lives. The costs of leasehold improvements are amortized over the lesser of the length of the related leases or the estimated useful lives of the assets. Costs of maintenance and repairs are charged to expense when incurred. See Note 6 for further information. Goodwill The Company recognizes goodwill in accordance with ASC Topic 350, Goodwill and Other ("ASC 350"). Goodwill is the excess of costs of an acquired entity over the amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill is not amortized. Goodwill is tested for impairment annually as of the first day of the fourth quarter, and is tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. An impairment charge for goodwill is recognized only when the estimated fair value of a reporting unit, including goodwill, is less than its carrying amount. The impairment test requires the comparison of the fair value for the Company, our sole reporting unit, with its carrying amount, including goodwill. In performing the impairment test, the Company determined the fair value of its reporting unit using an equal allocation between the discounted cash flow ("DCF") method under the income approach and the public company guideline method under the market approach. The significant assumptions used in the valuation include revenue growth rates, future gross profit margins and operating expenses used to calculate projected future cash flows, determination of the weighted average cost of capital, and future economic and market conditions. The terminal value is based on an exit revenue multiple, which requires significant assumptions regarding the selections of appropriate multiples that consider relevant market trading data. The Company bases its estimates and assumptions on its knowledge of the digital manufacturing industry, recent performance, expectations of future performance and other assumptions the Company believes to be reasonable. Goodwill impairment expense of $ 0 and $ 1,189,518 was incurred for the years ending December 31, 2023 and December 31, 2022, respectively. Intangible Assets Acquired intangible assets subject to amortization are stated at cost and are amortized using the straight-line method over the estimated useful lives of the assets. Intangible assets that are subject to amortization are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. During 2023 and 2022, there were no impairments of intangible assets. New Fathom Units In conjunction with the Business Combination, Fathom OpCo restructured its classes of members' units whereby, subsequent to the Business Combination, Fathom OpCo's equity consists solely of Class A common units (the "New Fathom Units"). Prior to the Business Combination, Fathom OpCo's members' equity consisted of Class A common units and Class B common units. See Note 14 for further information. Warrant Liability The Company accounts for both the Public Warrants (the "Public Warrants") and Private Placement Warrants (the "Private Placement Warrants") (collectively as the "Warrants") as liability-classified instruments based on an assessment of the Warrants’ specific terms and applicable authoritative guidance per ASC Topic 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC Topic 815, Derivatives and Hedging ("ASC 815"). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, whether Warrants meet the definition of a liability pursuant to ASC Topic 480 and whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company's Class A common stock. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and as of each subsequent quarterly period end date while the Warrants are outstanding. Since both the Public Warrants and Private Placement Warrants are liability-classified, the Warrants are required to be recorded at fair value on the date of issuance and each balance sheet date thereafter. Changes in the fair value of the Warrants are recognized as a non-cash gain or loss on the consolidated statement of comprehensive loss. On September 22, 2023, the Company publicly announced, that the NYSE had determined to commence proceedings to delist the Company’s warrants. The Public Warrants were determined to have no value as of December 31, 2023, and the fair value of the Private Placement Warrants was estimated using a Monte Carlo simulation approach. See Note 9 and Note 18 for further information. Fathom Earnout Shares The Company issued 450,000 shares of Class A common stock and New Fathom Units that are subject to certain vesting and transfer restrictions (collectively, the "Fathom Earnout Shares") as part of the Business Combination. The Fathom Earnout Shares vest in three tranches of 150,000 shares. The first tranche of the Fathom Earnout Shares vest if the volume weighted average price (“VWAP”) of the Company's Class A common stock with respect to a trading day is greater than or equal to $ 250 for any 20 trading days within a consecutive 30 -trading-day period. The second tranche of Fathom Earnout Shares vest if the VWAP of the Company's Class A common stock with respect to a trading day is greater than or equal to $ 300 for any 20 trading days within a consecutive 30 -trading-day period. The third tranche of Fathom Earnout Shares vest if the VWAP of the Company's Class A common stock with respect to a trading day is greater than or equal to $ 400 for any 20 trading days within a consecutive 30 -trading-day period. The Fathom Earnout Shares were issued as part of the Business Combination and are accounted for as contingent consideration, and thus purchase consideration, and classified as a liability. This classification requires the Company to re-measure the Fathom Earnout Shares at fair value with each reporting date. See Note 3 for further information. Sponsor Earnout Shares Prior to Altimar II's initial public offering, Altimar II Sponsor, LLC (the "Sponsor") received 431,250 Class B Ordinary Shares ("Founder Shares") of the Company in exchange for an investment of $ 25 . In conjunction with the Business Combination, the holders of the Founder Shares forfeited 129,375 Founder Shares and received 63,375 shares of Class A common stock, (the "Sponsor Earnout Shares" and, together with the Fathom Earnout Shares, the "Earnout Shares") which vest only if the stock price of the Company reaches $ 250 for any 20 days within a consecutive 30 -trading-day period. The remaining 238,500 Founder Shares were cancelled and replaced with 238,5000 shares of Class A common stock of the Company which are recorded as equity in the Company's consolidated balance sheet as of December 31, 2023, and December 31, 2022. The Company classifies the Sponsor Earnout Shares as a liability measured at fair value upon the consummation of the Business Combination, the date of issuance, and each subsequent reporting date. The Sponsor Earnout Shares were not included as part of the consideration transferred in the Business Combination since the Sponsor Earnout Shares do not represent payments to any of the sellers in the Business Combination. Redeemable Non-Controlling Interest Redeemable non-controlling interest represents the Company’s non-controlling interest in consolidated subsidiaries which are not attributable, directly, or indirectly, to the controlling Class A common stock ownership of the Company. The Company's comprehensive loss in 2023 and 2022 is reduced by the portion of Fathom OpCo's comprehensive loss that is attributable to noncontrolling interests. The Company's non-controlling interest is representative of the fact that the Company directly owns 51.45 % of Fathom OpCo's New Fathom Units while the holders of the non-controlling interest in Fathom OpCo hold 48.55 %. Since the non-controlling interest may be redeemed for cash and redemption is considered outside of the Company's control, the non-controlling interest is recorded in temporary or "mezzanine" equity on the consolidated balance sheet as of December 31, 2023. See Note 14 for further information. Tax Receivable Agreement In connection with the Business Combination, Fathom entered into the Tax Receivable Agreement ("TRA"), which generally provides for the payment by it of 85 % of the net cash savings, if any, in U.S. federal, state and local, income, and franchise tax (computed using certain assumptions to address the impact of state and local taxes) that it actually realizes (or in certain cases is deemed to realize) as a result of tax basis in certain assets and other tax attributes. The TRA is a direct obligation of the Company, and not of its subsidiaries. Since the payments under the TRA will be made to selling shareholders of Fathom OpCo, the fair value of the TRA as of the date of the Business Combination was considered part of the consideration transferred as part of the Business Combination with Fathom OpCo. Subsequent to the initial recognition of the TRA as part of the Business Combination on December 23, 2021, the TRA is recorded at fair value. Any changes in fair value of the TRA subsequent to the Business Combination are recorded as non-cash gains or losses in the Company's consolidated statement of comprehensive loss in 2023 and 2022. See Note 20 for further information. Subsequent to the Business Combination, the Company recorded additional liabilities under the TRA when Class A Units of Fathom OpCo are exchanged for Class A common stock. Liabilities resulting from these exchanges will be recorded on a gross undiscounted basis and are not remeasured at fair value. During the year ended December 31, 2023, an additional TRA liability of $ 2,468 was established as a result of these exchanges. As of December 31, 2023, the Company determined that making a future payment under the TRA was not probable because the Company does not believe it will have sufficient taxable income to utilize deductions of certain tax attributes that would generate cash savings in U.S. federal, state and local income tax or franchise tax to require a payment under the TRA. As a result, the Company remeasured the TRA liability at zero in the consolidated balance sheets and recorded a gain of $ 28,270 in the consolidated statements of operations for the fiscal year ended December 31, 2023. On February 16, 2024, the Company entered into an amendment to the TRA that results in the automatic termination of the agreement, without any payment, upon consummation of the Merger discussed in Note 22. Foreign Currency Exchange and Translation The expression of assets and liabilities in a foreign currency amount gives rise to exchange gains and losses when such obligations are paid in U.S. dollars. Foreign currency exchange rate adjustment (i.e., differences between amounts recorded and actual amounts owed or paid) are reported in the consolidated statements of comprehensive income (loss) as foreign currency fluctuations occur. Foreign currency exchange rate adjustments are reported in the consolidated statements of cash flows using the exchange rates in effect at the time of the cash flows. Assets and liabilities of the Company's operations in China are translated into U.S. dollars at the rate of exchange in effect at the close of the period. Income and expenses are translated at an average rate of exchange for the period. The aggregate effect of translating the financial statements is included in other comprehensive loss. Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement ("ASC 820"), approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the Earnout Shares liability and Warrant liabilities, see Note 18 for further information. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value. There are three levels of inputs that may be used to measure fair value: Fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets and liabilities in active markets and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset. These Level 3 fair value measurements are based primarily on management’s own estimates using pricing models, discounted cash flow methodologies, or similar techniques considering the characteristics of the asset. 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. Debt Issuance Costs The Company incurred debt issuance costs in connection with the $ 125,000 Term Loan established under the New Credit Agreement, and also in entering into the Amended Credit Agreement in November 2022, March 2023, and November 2023 as disclosed in Note 10. These costs are recorded as a reduction in the recorded balance of the outstanding debt. The costs are amortized over the term of the related debt and reported as a component of interest expense by using the effective interest method. Revenue Recognition 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 and is recognized on a point-in-time basis upon shipment. The majority of the Company’s injection molding contracts have multiple performance obligations including one obligation to produce the mold and sample part and a second obligation to produce production parts. For injection molding contracts with multiple performance obligations, the Company allocates revenue to each performance obligation based on its relative standalone selling price. For the year ended December 31, 2022, and through 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. During 2023, the Company established additional processes and controls to support recognizing revenue using the input method basis for those performance obligations where appropriate on a go forward basis. This change in revenue recognition policy is immaterial to the overall financial statements included in this Form 10-K. The Company’s payments terms are consistent with industry standards and never exceed 12 months. The Company has elected to treat shipping and handling as fulfillment activities and not a separate performance obligation. Segment Reporting In accordance with the Financial Accounting Standards Board's ("FASB") authoritative guidance on segment reporting, the Company has one operating segment and one reportable segment. The Company has one line of business, which is product development and on-demand manufacturing services. Other Comprehensive Loss U.S. GAAP generally requires that recognized revenue, expenses, gains and losses be included in net income. Certain changes in assets and liabilities, however, such as foreign currency translation adjustments, are reported as a direct adjustment to the equity section of the consolidated balance sheets. Such items, along with net income, are considered components of comprehensive income or loss. Recent Accounting Pronouncements 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 consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which is intended to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for the Company beginning January 1, 2024 and requires the use of a retrospective approach to all prior periods presented. The Company plans to adopt the standard on January 1, 2024 and is evaluating the impact on the Consolidated Financial Statements, but does not anticipate that it will have a material impact. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for the Company beginning January 1, 2025 and allows the use of a prospective or retrospective approach. The Company plans to adopt the standard on January 1, 2025 and has not yet determined the impact on the Consolidated Financial Statements. |
Immaterial Error Correction of
Immaterial Error Correction of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 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 consolidated financial statements as of and for the year ended December 31, 2022. These adjustments corrected our cost of revenue and inventory for errors identified in the prior year physical inventory valuations, existence and reconciliations. 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. The following table presents the effect of the adjustments to our prior period consolidated balance sheet. December 31, 2022 As Reported Adjustments As Adjusted Assets Current assets Inventory $ 15,718 $ ( 3,368 ) $ 12,350 Total current assets 58,660 ( 3,368 ) 55,292 Total assets 370,515 ( 3,368 ) 367,147 Total liabilities $ 226,544 $ - $ 226,544 Commitments and Contingencies: Contingently Redeemable Preferred Equity: Redeemable non-controlling interest in Fathom OpCo 92,207 ( 1,649 ) 90,558 Shareholders' Equity: Accumulated deficit ( 536,084 ) ( 1,719 ) ( 537,803 ) Shareholders’ Equity attributable to Fathom Digital Manufacturing Corporation 51,764 ( 1,719 ) 50,045 Total Liabilities, Shareholders’ Equity and Redeemable Non-Controlling Interest $ 370,515 $ ( 3,368 ) $ 367,147 A summary of the adjustments to our prior period consolidated statement of comprehensive loss is presented below: Year Ended December 31, 2022 As Reported Adjustments As Adjusted Revenue $ 161,141 $ - $ 161,141 Cost of revenue 108,623 3,368 111,991 Gross profit 52,518 3,368 49,150 Operating loss ( 1,206,945 ) 3,368 ( 1,210,313 ) Net loss before income tax ( 1,117,150 ) 3,368 ( 1,120,518 ) Income tax benefit ( 6,662 ) - ( 6,662 ) Net loss ( 1,110,488 ) 3,368 ( 1,113,856 ) Net loss attributable to Fathom OpCo non-controlling interest ( 621,903 ) ( 1,649 ) ( 623,552 ) Net loss attributable to controlling interest ( 488,585 ) ( 1,719 ) ( 490,304 ) Comprehensive loss: Loss from foreign currency translation adjustments ( 107 ) - ( 107 ) Comprehensive loss, net of tax $ ( 488,692 ) $ ( 1,719 ) $ ( 490,411 ) The following table presents the effect of the adjustments to our prior period consolidated statement of cash flows. Twelve Months Ended December 31, 2022 As Reported Adjustments As Adjusted Cash Flows from Operating Activities Net loss attributable to controlling interest $ ( 488,585 ) $ ( 1,719 ) $ ( 490,304 ) Adjustments to reconcile net loss to net cash from operating activities: Non-controlling interest share of Fathom OpCo net loss ( 621,903 ) ( 1,649 ) ( 623,552 ) Inventory ( 5,794 ) 3,368 ( 2,426 ) Net cash provided by operating activities 3,080 - 3,080 Net cash used in investing activities ( 13,189 ) - ( 13,189 ) Net cash provided by financing activities 572 - 572 Effect of exchange rate changes on cash, and cash equivalents ( 107 ) - ( 107 ) Net decrease in cash ( 9,644 ) - ( 9,644 ) Cash, beginning of period 20,357 - 20,357 Cash, end of period $ 10,713 $ - $ 10,713 The following table presents the effect of the adjustments to our prior period consolidated statement of shareholders' equity and redeemable non-controlling interest . December 31, 2022 As Reported Adjustments As Adjusted Accumulated deficit $ ( 536,084 ) $ ( 1,719 ) $ ( 537,803 ) Redeemable non-controlling Interest 92,207 ( 1,649 ) 90,558 Shareholders' equity attributable to Fathom 51,764 ( 1,719 ) 50,045 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 4 – Revenue Below is a listing of the Company’s major sales product lines: • Additive Manufacturing - utilizes plastic and metal 3D printing technology to provide a wide variety of high-quality, precision rapid prototyping solutions and low volume production. • Injection Molding - uses our 3D CAD machining technology for the automated design and manufacture custom tooling and small to medium part production runs. • CNC Machining - delivers high-quality precision parts by way of modern machining methods to drive more outstanding results. • Precision Sheet Metal - produces efficient quick-turn custom sheet metal parts from prototype to mid-volume production runs. Ancillary Product Lines • Urethane Casting - used during prototyping, includes finished looking parts for final tests and presentations, and low volume production. • Chemical Etching - provides customers the ability to quickly make complex precision parts and decorative items – beyond hard tool capability and without the cost – fabricated in dead soft or full hard material without burrs or metal distortion. The remaining other product lines include, but are not limited to, in-house assistance, and industrial design, engineering services, finishing and assembly services, and customer crating and packaging. Revenue by product line for the year ended December 31, 2023 and 2022 was as follows: Period From January 1 - December 22, 2023 January 1 - December 22, 2022 Revenue: Additive Manufacturing $ 11,747 $ 14,917 Injection Molding 21,734 25,210 CNC Machining 51,329 58,388 Precision Sheet Metal 39,161 55,307 Ancillary Product Lines 7,321 7,319 Total revenue $ 131,292 $ 161,141 The Company’s deferred revenue balance as of December 31, 2023, and December 31, 2022 wa s $ 683 and $ 767 , respectively. Deferred revenue is the result of billings in excess of revenue being recognized and is recorded in other current liabilities on the Company’s balance sheet. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 5 - Inventory 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 December 31 2023 and December 31, 2022: December 31, December 31, Raw materials $ 3,950 $ 5,147 Work in process 3,856 4,461 Finished goods 2,508 3,648 10,314 13,256 Allowance for obsolescence ( 299 ) ( 906 ) Total $ 10,015 $ 12,350 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6 - Property and Equipment Property and equipment consisted of the following as of December 31, 2023,and December 31, 2022: Year Ended December 31, 2023 December 31, 2022 Estimated Useful Life Machinery and equipment $ 43,045 $ 39,516 6 - 10 Furniture and fixtures 3,743 3,100 10 Computer equipment 360 374 5 Property and leasehold improvements 7,164 6,839 3 - 23 Construction in progress 4,116 3,893 n/a Auto / transportation equipment 318 312 3 - 5 Total 58,746 54,034 Accumulated depreciation ( 12,469 ) ( 6,331 ) Total $ 46,277 $ 47,703 Depreciation expense included in operating expenses for the years ended December 31, 2023 and December 31, 2022 was $ 1,202 and $ 845 , re spectively. Depreciation expense included in cost of revenues for the years ended December 31, 2023 and December 31, 2022 was $ 5,795 and $ 5,841 , respectively. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, net | Note 7 – Goodwill and Intangible Assets, net The changes in the carrying amount of goodwill for the years ended December 31, 2023 and December 31, 2022, were as follows: Dec. 31, 2021 Measurement period adjustments Goodwill impairment Dec. 31, 2022 Measurement period adjustments Goodwill acquired Dec. 31, 2023 Goodwill $ 1,189,464 $ 54 $ ( 1,189,518 ) $ - $ - $ - $ - As a result of sustained decreases in the Company’s publicly quoted share price, lower market multiples for a relevant peer group, and challenging macroeconomic conditions, the Company concluded during the third quarter of 2022 that there were impairment indicators and conducted a quantitative goodwill impairment assessment, including additional testing of its definite-lived intangibles, and other long-lived assets as of September 30, 2022. As a result of this assessment, the Company did not identify an impairment to its definite-lived intangible assets or other long-lived assets, but the Company recorded a $ 1,066,564 non-deductible, non-cash goodwill impairment charge for the three and nine months ended September 30, 2022 in our unaudited consolidated statements of comprehensive income (loss). During the fourth quarter of 2022, the Company's stock price experienced an additional sustained decline, and the Company evidenced further deterioration in the macroeconomic conditions, triggering a further impairment analysis as of December 31, 2022. As a result of this assessment the Company did not identify an impairment to its definite-lived intangible assets or other long-lived assets, but it did result in the recognition of an additional impairment charge for the remaining goodwill of $ 122,954 for the quarter ended December 31, 2022, in our consolidated statements of comprehensive loss. There were no goodwill impairment charges for the year ended December 31, 2023. Intangible assets other than goodwill as of December 31, 2023 and December 31, 2022, were as follows: Year Ended December 31, 2023 Gross Accumulated Amortization Net Useful Life (in years) Trade name $ 70,000 $ ( 9,448 ) $ 60,552 15 Customer relationships 180,000 ( 19,181 ) 160,819 19 Developed software 4,300 ( 1,741 ) 2,559 5 Developed technology 15,700 ( 6,358 ) 9,342 5 Total intangible assets $ 270,000 $ ( 36,728 ) $ 233,272 Year Ended 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 The weighted average amortization period for each category of intangible assets is the same of the useful life disclosed above. Aggregate amortization expense related to intangible assets, was $ 18,140 and $ 18,209 for the years ended December 31, 2023 and 2022, respectively. There are no intangible assets with indefinite useful lives. Estimated amortization expense for each of the next five years and thereafter: Year ended Total 2024 $ 18,140 2025 18,140 2026 18,041 2027 14,140 2028 14,140 Thereafter 150,671 Total $ 233,272 |
Warrant Liability
Warrant Liability | 12 Months Ended |
Dec. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant Liability | Note 8 – Warrant Liability The Company's total Warrant liability as of December 31, 2023 was equal to the fair value of the private Placement Warrants. The Company's total Warranty liability as of December 31, 2022, was equal to the fair value of the Public Warrants plus the fair value of the Private Placement Warrants. On September 21, 2023, the NYSE notified the Company and on September 22, 2023, the Company publicly announced, that the NYSE had determined to (a) commence proceedings to delist the Company’s Public Warrants, each whole warrant exercisable to purchase one share of the Company’s Class A common stock, par value $ 0.0001 per share (the “Class A common stock”), at a price of $ 11.50 per share, and listed to trade on the NYSE under the symbol “FATH.WS”, and (b) immediately suspend trading in the Public Warrants due to “abnormally low” trading price levels. As such, the Public Warrants were determined to have no value as of December 31, 2023. As of December 31, 2023 and December 31, 2022, there were 431,216 Public Warrants outstanding. The Public Warrants became exercisable after February 4, 2022, or one year after the IPO of the Company (i.e., Altimar II's IPO). Prior to the September 2023 delisting, the Public Warrants were redeemable when the price per share of Class A common stock equals or exceeds $ 360.00 . Should the Public Warrants have become exercisable, the Company would have redeemed the outstanding Warrants (except as described with respect to the Private Placement Warrants): • in whole and not in part; • at a price $ 0.01 per Warrant; • upon a minimum of 30 days ’ prior written notice of redemption to each holder of the Warrant; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 360.00 per share (as adjusted) for any 20 trading days within a 30 -trading day period ending three trading days before the Company sends the notice of redemption to the holders of the Warrants. Had the Company called the Public Warrants for redemption, as described above, the Company’s management would have the option to require any holder that wished to exercise the Public Warrants to do so on a “cashless basis,” as described in the Warrant agreement. The exercise price and number of shares of Class A common stocks issuable upon exercise of the Public Warrants would have been adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. However, except as described below, the Public Warrants would not have been adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event would the Company have been required to net cash settle the Public Warrants. As of December 31, 2023, and December 31, 2022, there were 495,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the units sold in the initial public offering, except that the Private Placement Warrants and the shares of Class A common stock issuable up on the exercise of the Private Placement Warrants were not transferable, assignable, or salable until 30 days after the completion of the Business Combination, or January 22, 2022. Additionally, the Private Placement Warrants are exercisable on a cashless basis and non-redeemable, except as described so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The below table summarizes the number of outstanding Warrants and the fair value as of December 31, 2023. See Note 18 for further information. Fair Value # of Warrants December 31, 2023 Public Warrants $ - 431,216 Private Placement Warrants $ 72 495,000 The below table summarizes the number of outstanding Warrants and the fair value as of December 31, 2022. See Note 18 for further information. Fair Value # of Warrants December 31, 2022 Public Warrants $ 720 431,216 Private Placement Warrants $ 2,060 495,000 |
Reorganization
Reorganization | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Reorganization | Note 9 – 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, 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. During the third quarter, the Company expanded the Reorganization to include further workforce reductions at our Hartland and Miami facilities. The Company expects to complete these activities by the end of the second quarter of 2024. Reorganization charges are presented on the face of our consolidated statement of comprehensive loss as an operating expense and were $ 4,855, inclusive of inventory write-off o f $ 2,310 , and $ 1,897 for the years ended December 31, 2023 and December 31, 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 1,460 Payments ( 1,125 ) Liability balance at December 31, 2023 $ 747 The reorganization liability resides in other current liabilities within our consolidated balance sheet and as of December 31, 2023, consists of employee termination costs. Cash payments are expected to be disbursed by the end of the third quarter of 2024. On January 19, 2024, the Board of Directors of the Company authorized and directed management to close the Company’s Miami Lakes, Florida manufacturing facility as a result of persistent and continuing profitability challenges experienced at the facility. The Company expects to incur pre-tax charges related to the closure totaling approximately $ 3,200 , consisting of approximately $ 600 in severance and other employee-related costs, approximately $ 2,400 in fixed asset and facility related write-down expenses, and $ 200 in other associated costs. The Company expects to incur substantially all of the total closure-related charges in the second quarter of 2024. The total cash expenditure associated with the closure are expected to be approximately $ 800 . The facility in Miami Lakes, which is the subject of a lease expiring in March 2024 , currently employs approximately 50 people. The Company anticipates that the initiative will be substantially complete by the end of the second quarter of 2024. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 10 – Debt Credit Agreement On December 23, 2021, Fathom OpCo entered into 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 $ 45,000 and $ 37,000 at December 31, 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 which must be repaid (the “Term Loan Paydown”) no later than July 31, 2024 (or earlier 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. Obligations under the Credit Agreement are secured by a pledge of substantially all of the assets of Fathom OpCo and its subsidiaries. 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 the earlier of July 31, 2024, the date on which the Merger Agreement and certain related agreements are terminated if the transactions contemplated by the Merger Agreement are not consummated or the date on which the transactions contemplated by the Merger Agreement are consummated. 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 December 31, 2023. See Note 2. Basis of Presentation. As previously disclosed, the Credit Agreement was amended in November 2022, March 2023, and November 2023 (such amendment, the “Third Amendment”), in each case to, among other things, modify certain financial covenants in the Credit Agreement. On February 16, 2024, the Company entered into the Fourth Amendment to modify, among other things, certain financial covenants. In addition, the Fourth Amendment waived any default or event of default arising under the Credit Agreement relating to, among other things, the failure to comply with certain minimum EBITDA requirements as of and for periods ended December 31, 2023. The Fourth Amendment requires the interest coverage ratio as of the last day of any fiscal quarter, commencing with the fiscal quarter ending on September 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 September 30, 2024 through and including December 31, 2024 1.15 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 Fourth Amendment requires the net leverage ratio as of the last day of any fiscal quarter commencing with the fiscal quarter ending on September 30, 2024, to not exceed the applicable ratio set forth opposite such fiscal quarter below: Fiscal Quarter Net Leverage Ratio Fiscal quarter ending on September 30, 2024 7.75 to 1.00 Fiscal quarter ending on December 31, 2024 7.25 to 1.00 Fiscal quarter ending on March 31, 2025 6.75 to 1.00 Fiscal quarter ending on June 30, 2025 6.25 to 1.00 Fiscal quarter ending on September 30, 2025 5.75 to 1.00 Fiscal quarter ending on December 31, 2025 5.25 to 1.00 Fiscal quarter ending on March 31, 2026 4.75 to 1.00 Fiscal quarter ending on June 30, 2026 4.25 to 1.00 Fiscal quarter ending on September 30, 2026 and thereafter 4.00 to 1.00 The Fourth Amendment also requires Minimum EBITDA (as defined and calculated pursuant to the Fourth Amendment) for the fiscal quarter ending September 30, 2023 to not be less than $ 1,500 . Further, the Fourth 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 Credit Agreement (as defined in the Credit Agreement, “Liquidity”) 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, $ 10,000 as of December 31, 2023, and $ 6,000 as of the last day of any month ending on February 29, 2024 through and including December 31, 2024. Under certain circumstances, the Fourth Amendment 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 Fourth 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 Fourth Amendment 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 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 Fourth Amendment requires the Company to make the Term Loan Paydown of $ 50,000 no later than the earlier of July 31, 2024, the date on which the Merger Agreement and certain related agreements are terminated if the transactions contemplated by the Merger Agreement are not consummated or the date on which the transactions contemplated by the Merger Agreement are consummated. 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 June 30, 2024. The Fourth Amendment permits the Company to exercise this right commencing with the fiscal quarter ending on September 30, 2024. The Fourth 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 Fourth 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 Fourth Amendment and the amendment to the Credit Ag reement completed in February 2024, the Company incurred reasonable and documented expenses of the Administrative Agent and $ 76 in customary arranger and lender consent fees, with certain portions thereof being payable on the Closing Date of the applicable amendment and the remainder being payable at the earlier of the Term Loan Pay Down, July 31, 2024 and the date on which the loans are accelerated and the commitments are terminated in accordance with the Credit Agreement. The Company recorded deferred financing costs of $ 713 and $ 1,237 , respectively for the three and twelve months ended December 31, 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 December 31, 2023, and December 31, 2022, is as follows: As of December 31, 2023 As of December 31, 2022 Debt Description Interest Rate Amount Interest Rate Amount Credit Agreement Revolver 9.62 % 45,000 8.20 % 37,000 Credit Agreement Term Loan 9.70 % 117,187 8.43 % 121,875 Total principal long-term debt 162,187 158,875 Debt issuance costs ( 2,386 ) ( 1,804 ) Total debt 159,801 157,071 Less: current portion of long-term debt 159,801 42,744 Long-term debt, net of current portion $ — $ 114,327 The balance of the Term Loan matures as follows: Year ended Total 2024 $ 117,187 2025 - 2026 - 2027 - 2028 - Thereafter - Total $ 117,187 Interest on all debt is payable in 90-day increments, with the unpaid amount due upon maturity. Interest expense associated with long-term debt for the years ended December 31, 2023 and December 31, 2022 was $ 15,541 and $ 8,882 , respectively. Included in interest expense, net on the accompanying consolidated statements of comprehensive loss is amortization of debt issuance costs of $ 655 and $ 420 , for the years ended December 31, 2023 and December 31, 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. For the 2024 coverage period, the Company did not enter into a third-party financing arrangement and paid the full premium in February 2024. |
Other Income and Expense, Net
Other Income and Expense, Net | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Other Income and Expense, Net | Note 11 – Other income and expense, net Other Income and expense, net is comprised of the following for the years ended December 31, 2023 and December 31, 2022: Period From January 1, 2023 - December 31, 2023 January 1, 2022 - December 31, 2022 Loss on sale of assets $ 6 $ 24 Other 88 326 Other expense 94 350 Gain on sale of assets - ( 221 ) Change in fair value of earnout shares ( 6,754 ) ( 66,790 ) Change in fair value of contingent consideration - ( 148 ) Change in fair value of warrants ( 2,708 ) ( 31,120 ) Change in fair value of TRA ( 27,828 ) ( 600 ) Other ( 9 ) ( 281 ) Other income ( 37,299 ) ( 99,160 ) |
Share Based Compensation
Share Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share Based Compensation | Note 12 - Share Based Compensation On December 23, 2021, the Company executed the Fathom Digital Manufacturing 2021 Omnibus Incentive Plan (the "2021 Omnibus Plan") to encourage the profitability and growth of the Company through short-term and long-term incentives that are consistent with the Company's objectives. The 2021 Omnibus Plan provides that the Company may grant options, stock appreciation rights, restricted shares, restricted stock units, performance-based awards (including performance-based restricted shares and restricted stock units), other share-based awards, other cash-based awards, and any combination of the foregoing. Share based compensation expense included in selling, general and administrative expenses totaled $ 4,127 and $ 7,537 for the years ended December 31, 2023 and December 31, 2022, respectively. There were no material related tax benefits for the years ended December 31, 2023 and December 31, 2022. There was $ 5,873 of total unrecognized compensation expense related to non-vested share-based compensation arrangements. This cost is expected to be recognized over the remaining weighted-average vesting period of 1.60 years. The Company elects to account for forfeitures as they occur rather than estimate the expected forfeitures. Stock Options Generally, stock option awards vest ratably each year on the anniversary date over a three-year period, have an exercise term of seven years , and any vested options must be exercised within 90 days of the employee leaving the Company. The compensation cost of option awards is charged to expense based upon the graded-vesting method over the vesting periods applicable to the option awards. The graded-vesting method provides for vesting of portions of the overall awards at interim dates and results in greater expense in earlier years than the straight-line method. When options are granted, we calculate the fair value using multiple Black-Scholes option valuation models. Expected volatilities are based upon a selection of public guideline companies. The risk-free rate was based upon U.S. Treasury rates. Key assumptions used in the valuation models were as follows for the year ended December 31, 2023: 2023 Expected term (years) 4.5 Expected volatility 62.0 % Expected dividend yield 0.0 % Risk-free interest rate 3.51 % Fair value of share $ 0.32 The following table represents stock option activity for the year ended December 31, 2023: Number of Shares Weighted Average Exercise Price per Share Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2023 15,853 $ 174.13 6.17 $ - Granted 95,369 11.67 7.00 - Exercised - - - Forfeited ( 37,370 ) 31.17 - - Expired - - - - Non-vested at December 31, 2023 73,852 $ 36.68 6.05 $ - Exercisable at December 31, 2023 - - - - The weighted average grant date fair value of options granted during 2023 was $ 11.67 . At December 31, 2023, there was approxima tely $ 633 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 of 1.76 years as of December 31, 2023. The Company uses authorized and unissued shares to satisfy share award exercises. RSU's RSUs are subject to the continued service of the recipient through the vesting date, which is generally from issuance. Beginning December 2021, RSUs granted vest ratably each year on the anniversary date generally over a three-year period rather than at the end of the three year period. Once vested, the recipient will receive one share of common stock for each restricted stock unit. The grant-date fair value per share used for RSUs was determined using the closing price of our Common Stock on the NYSE on the date of the grant. We apply this grant-date fair value per share to the total number of shares that we anticipate will fully vest and amortize the fair value to compensation expense over the vesting period using the straight-line method. The following table represents RSU activity for the year ended December 31, 2023: Shares Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Non-vested at January 1, 2023 308,862 $ 185.63 $ - Granted 174,431 10.40 - Vested ( 24,226 ) 174.00 - Forfeited ( 33,317 ) 165.60 - Non-vested at December 31, 2023 425,750 $ 95.17 $ - The fair value of the time-based awards issued during 2023 were valued using the closing stock price for the Company's Class A common stock on the date of grant. At December 31, 2023, there was approximately $ 3,103 of total unrecognized compensation cost related to unvested restricted stock units granted under the 2021 Omnibus Plan. That cost is expected to be recognized over a weighted average period of 1.53 years as of December 31, 2023. ESPP Our 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 25,545 shares of common stock under the ESPP at an average exercise price of $ 3.79 during 2023. As of December 31, 2023, 35,282 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: 2023 Expected term (years) 0.5 - 2.0 Expected volatility 62.5 % Expected dividend yield 0.0 % Risk-free interest rate 3.00 % Fair value of share $ 4.81 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 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. For the purposes of the diluted earnings per share calculation, share options, warrants, time vested restricted stock, earnout shares and conversion of Fathom OpCo units are excluded from the calculation for the year ended December 31, 2021, as the inclusion would be anti-dilutive due to the losses reported in the year. 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: Year Ended December 31 2023 2022 Class A Class A Numerator Net loss $ ( 1,443 ) $ ( 1,113,856 ) Less: Net loss attributable to non-controlling interests ( 17,502 ) ( 623,552 ) Net income (loss) attributable to Class A common stock $ 16,059 $ ( 490,304 ) Denominator Basic - weighted-average shares outstanding 3,463,747 2,888,334 Effect of dilutive securities Assumed exchange for shares of Class A common stock 3,359,195 - Diluted - weighted-average shares outstanding: 6,822,942 2,888,334 Net income (loss) per share Basic $ 4.64 $ ( 169.75 ) Diluted $ 2.35 $ ( 169.75 ) |
Shareholders' Equity and Noncon
Shareholders' Equity and Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Shareholders' Equity and Noncontrolling Interest | Note 14 – Shareholders’ Equity and Noncontrolling Interest T he Company’s equity consists of a total of 25,000,000 authorized shares across all classes of capital stock. The 25,000,000 authorized shares consist of 500,000 authorized shares of preferred stock with a par value of $ 0.0001 per share, 15,000,000 authorized shares of Class A common stock with a par value of $ 0.0001 per share, 9,000,000 shares of Class B common stock with a par value of $ 0.0001 par value per share, and 500,000 shares of Class C common stock with a par value of $ 0.0001 per share. As of December 31, 2023, the Company had no outstanding shares of preferred stock, 3,526,432 outstanding shares of Class A common stock, 3,327,379 outstanding shares of Class B common stock, and no outstanding shares of Class C common stock. Shares of Class A common stock are entitled to economic rights and one vote per share . Shares of Class B common stock have no economic rights and one vote per share . The number of shares of Class B common stock is equal to the number of New Fathom Units held by the continuing Fathom Owners (as defined below). The New Fathom Units owned by the legacy pre-Business Combination owners (the "Continuing Fathom Unitholders") of Fathom OpCo are exchangeable on a one-for-one basis for shares of Class A common stock (with corresponding surrender of an equal number of shares of Class B common stock for cancellation by the Company). The Company and Fathom OpCo also have the option to redeem the Class A units for cash in lieu of shares of Class A common stock. Due to the potential that the Class A units of Fathom OpCo may be redeemed for cash and the redemption is considered outside of the control of the Company, the Company has accounted for the non-controlling interest in Fathom OpCo within temporary or "mezzanine" equity on the Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022. The Company's shares of Class C common stock have identical rights to shares of the Company's Class A common stock. However, there are no outstanding shares of Class C common stock as of December 31, 2023 and December 31, 2022. Further, the Company's certificate of incorporation prohibits any future issuance of shares of Class C common stock. The Company's shares of preferred stock are authorized but unissued as of December 31, 2023 and December 31, 2022. The Company, acting without shareholder approval, may approve the issuance of one of more series of such preferred shares. In connection with such approval, the Company will approve a "Certificate of Designation" that will set forth the terms of the series of preferred stock, including terms such as dividends and redemption rights. Due to the New Fathom Units held by parties other than the Company, upon the closing of the Business Combination, the Company recorded a non-controlling interest at fair value, which was $ 842,850 . The non-controlling interest is reflective of the fact that the Company owned a 37.6 % economic interest in Fathom OpCo whereas the Continuing Fathom Unitholders hold the remaining 62.4 % economic interest in Fathom OpCo. The table below demonstrates the calculation of the comprehensive loss attributable to the non-controlling interest holders for 2023 and 2022. Year Ended December 31, 2023 December 31, 2022 Fathom OpCo comprehensive loss $ ( 36,944 ) $ ( 1,110,488 ) Noncontrolling interest percentage 48.6 % 51.6 % Comprehensive loss attributable to noncontrolling interest $ ( 17,502 ) $ ( 623,552 ) |
Leases
Leases | 12 Months Ended |
Dec. 31, 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 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 indices ("CPI"). Variable rental payments are recognized in the consolidated statement of comprehensive income (loss) in the period in which the obligation for those payments is incurred. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Balance Sheet Location December 31, 2023 December 31, 2022 Assets Operating Prepaid expenses and other current assets $ 63 $ 143 Operating Right-of-use lease assets, net 8,896 10,312 Financing Right-of-use lease assets, net 2,045 2,253 Total lease assets $ 11,004 $ 12,708 Liabilities Current Operating Current lease liability $ 1,883 $ 2,174 Financing Current lease liability 230 200 Non-Current Operating Long-term lease liability 7,285 8,958 Financing Long-term lease liability 1,914 2,125 Total lease liability $ 11,312 $ 13,457 The following table sets forth our lease costs included in our consolidated statement of comprehensive loss: Year Ended Year Ended December 31, 2023 December 31, 2022 Operating lease cost $ 2,802 $ 3,295 Short-term lease cost — 13 Financing lease cost: Amortization of ROU assets 252 218 Interest on lease liabilities 136 136 Sublease income ( 68 ) ( 137 ) Total lease costs $ 3,122 $ 3,525 December 31, 2023 December 31, 2022 Weighted-average remaining lease term (years) Operating 6.0 6.6 Financing 7.2 8.1 Weighted-average discount rate Operating 6.4 % 6.0 % Financing 5.7 % 5.6 % Maturities of Leases Operating Leases Financing Leases Total 2024 $ 2,417 $ 345 $ 2,762 2025 2,061 355 2,416 2026 1,634 358 1,992 2027 1,428 366 1,794 2028 902 362 1,264 Thereafter 2,905 838 3,743 Total future lease payments 11,347 2,624 13,971 Less: Discount 2,179 480 2,659 Present value of lease liability $ 9,168 $ 2,144 $ 11,312 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 16 - Related Party Transactions Between January 1, 2023 and August 31, 2023 and for the year ended December 31, 2022, an employee of the Company had a non-controlling ownership interest in an affiliated entity, Fathom Precision International Ltd., which supplies services to the Company. Purchases from such affiliate totaled $ 5,501 from January to August 2023 and $ 9,120 for the year ended December 31, 2022. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 17 — Segment Reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing operating performance. In consideration of ASC 280, we are not organized around specific services or geographic regions. Our chief operating decision maker uses consolidated financial information to evaluate our performance, which is the same basis upon which the results and performance of the Company are communicated to the Company's Board. The chief operating decision maker bases all significant decisions regarding the allocation of our resources on a consolidated basis. Based on the information described above and in accordance with the applicable literature, management has concluded that we are organized and operate as one operating and reportable segment. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Note 18 – Fair Value Measurement The fair value of the Company’s financial assets and liabilities reflects the Company’s management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: • Level 1 — Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. • Level 2 — Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. • Level 3 — Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2023. Fair Value Measurements as of December 31, 2023 Description Level 1 Level 2 Level 3 Total Liabilities: Tax Receivable Agreement $ - $ - $ - $ - Sponsor Earnout Shares Liability - - 20 20 Fathom Earnout Shares Liability - - 116 116 Warrant liability – Public Warrants - - - - Warrant liability – Private Placement Warrants - - 72 72 $ - $ - $ 208 $ 208 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 - ( 682 ) - - - $ ( 682 ) Net (gain) loss (1) ( 4,000 ) ( 18 ) ( 910 ) ( 5,844 ) ( 1,988 ) $ ( 12,760 ) Ending balance at December 31, 2023 $ - $ - $ 20 $ 116 $ 72 $ 208 (1) Net gains on changes in recurring level 3 fair value measurements are recognized in other income and net losses on change in recurring level 3 fair value measurements are recognized in other expense in our consolidated statement of comprehensive loss. Tax Receivable Agreement 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 24.8 %, an annual TRA payment date of February 17, existing non-controlling interest percentage of 48.7 %, initial amortization deductions of $ 46,070 , $ 43,126 of taxable income forecast by 2032, 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 December 31, 2023 of $ 4.46 , volatility of 79.0 %, correlation between taxable income and the Class A common stock price of 25.0 %, and a cost of debt of 12.15 %. As of December 31, 2023, the Company determined that making a future payment under the TRA was not probable because the Company does not believe it will have sufficient taxable income to utilize deductions of certain tax attributes that would generate cash savings in U.S. federal, state and local income tax or franchise tax to require a payment under the TRA. As a result, the Company remeasured the TRA liability at zero in the consolidated balance sheets and recorded a gain of $ 28,270 in the consolidated statements of operations for the fiscal year ended December 31, 2023. Earnout Shares Liability The Earnout Shares are accounted for as liabilities in the Company's consolidated balance sheet. The fair values for the Earnout Shares are estimated using a Monte Carlo simulation assuming Geometric Brownian Motion in a risk-neutral framework. The Monte Carlo simulation considers daily simulated stock prices as a proxy for the Company's daily volume-weighted average price ("VWAP"). The key inputs into the valuation of the Earnout Shares are an expected term of 2.98 years, a risk-free rate of 3.97 %, operating asset volatility of 58.4 %, and equity volatility of 97.0 %. 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. Warrants 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 consolidated balance sheet as of December 31, 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 operations. During the third quarter of 2023 the Company's public warrants were delisted from the NYSE, see Note . As such, the Public Warrants were determined to have no value as of December 31, 2023. 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 valuatio n, was estimated to be 97.0 % based on the publicly traded per share price of the Company's Class A common stock as of December 31, 2023. Other key inputs into the valuation include a term of 2.98 years, a strike price of $ 230.00 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. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 19 – Commitments and Contingencies The Company is subject to various claims and lawsuits that arise in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material effect on the consolidated balance sheet of the Company. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 20 – Income Taxes As of December 31, 2023, tax years 2019 through 2023 remain open and subject to examination by the Internal Revenue Service and the majority of the states where Fathom OpCo has activities. Upon audit, tax authorities may challenge tax positions of the Company or Fathom OpCo. A tax position successfully challenged by a taxing authority could result in an adjustment to the Company’s provision for income taxes in the period in which a final determination is made. For the years ended December 31, 2023 and December 31, 2022, the Company did not recognize income tax expense or benefits associated with uncertain tax positions. Significant components of the Company’s tax expense (benefit) for the years ended December 31, 2023 and December 31, 2022, are as follows: Year Ended December 31, 2023 December 31, 2022 Current expense (benefit) State $ 140 $ - Federal ( 219 ) 250 Subtotal ( 79 ) 250 Deferred tax benefit State - ( 1,564 ) Federal - ( 5,348 ) Subtotal - ( 6,912 ) Total $ ( 79 ) $ ( 6,662 ) A reconciliation of the expected statutory federal tax and the total income tax benefit for the years ended December 31, 2023 and December 31, 2022 are as follows: Year Ended December 31, 2023 December 31, 2022 Federal statutory rate ( 21 %) $ ( 324 ) $ ( 235,309 ) State income taxes, net of federal benefit 140 ( 2,910 ) Non-controlling interest in Fathom Holdco, LLC 3,835 130,904 Remeasurement of Fathom and Sponsor earnout shares ( 1,418 ) ( 14,026 ) Remeasurement of TRA and warrant liability ( 1,357 ) ( 6,661 ) Valuation allowance ( 869 ) 10,369 Goodwill impairment - 104,768 Other ( 86 ) 6,203 Total $ ( 79 ) $ ( 6,662 ) The tax effect of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2023 and December 31, 2022 are as follows: Year Ended December 31, 2023 December 31, 2022 Deferred tax assets Net operating losses $ 5,559 $ 2,575 Transaction costs 548 680 Interest expense carryforwards 2,950 898 Stock based compensation 1,077 741 Investment in Fathom Holdco LLC 2,981 8,586 Other 6 7 Total deferred tax assets 13,121 13,487 Valuation allowance ( 13,121 ) ( 13,487 ) Total deferred tax assets after valuation allowance - - Deferred tax liabilities Total deferred tax liabilities - - Total net deferred tax liabilities $ - $ - Net Operating Losses As of December 31, 2023, the Company has federal and state net operating loss ("NOLs") carryforwards of $ 21,700 and $ 27,610 , respectfully. The U.S. federal NOLs are not subject to expiration. Utilization of the federal and state net operating losses may be subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code and equivalent state tax provisions. The annual limitations are not expected to restrict the use of any portion of the net operating losses prior to expiration. Nonetheless, the Company believes that it is more likely than not that the benefit from federal and state NOL carryforwards will not be realized. Valuation Allowance The Company recorded a full valuation allowance against the deferred tax assets as of December 31, 2023 and December 31, 2022. The change in the valuation allowance during the 2023 period was the result of an increase in deferred tax assets and the corresponding additional valuation allowance established against the ending deferred tax asset balance. The Company does not believe it is more likely than not that its deferred tax assets will be realized and has therefore established a full valuation allowance against it deferred tax assets as of December 31, 2023 and December 31, 2022. Tax Receivable Agreement, Warrants, Fathom Earnout Shares, and Sponsor Earnout Shares The Company entered into a TRA with members of Fathom OpCo which calls for certain payments to be made to members of Fathom OpCo on account of (i) tax savings generated at the Company related to tax attributes of the Company and Fathom OpCo acquired by the Company in the Business Combination and (ii) future exchanges of Fathom OpCo units for cash or Class A common stock of the Company (See Note 2 for further information). Payments required under the TRA for units acquired in the Business Combination are not anticipated to give rise to substantial amounts of future deductible tax differences. Changes in the fair value of the TRA liability established in connection with the transactions contemplated by the Business Combination give rise to permanent differences between financial and taxable income. Payments required under the TRA for units exchanges subsequent to the business combination may give rise to substantial amounts of future deductible tax differences. TRA amounts attributable to subsequent exchanges are not remeasured to fair value. The Company's Fathom Earnout Shares liability and Sponsor Earnout Shares liability to be paid in the form of equity does not give rise to future deductible tax basis for U.S. federal income tax purposes, and accordingly, changes in the fair value of the Fathom Earnout Shares liability and the Sponsor Earnout Shares liability give rise to permanent differences between financial and taxable income. The Company’s Warrants are treated as equity instruments for U.S. federal income tax purposes, and accordingly, changes in the fair value of the Warrant liability give rise to permanent differences between financial and taxable income. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2023 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | Note 21 – Variable Interest Entities Based upon the criteria set forth in ASC 810 - Consolidation, 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 equity of the Company’s consolidated VIE at December 31, 2023 and December 31, 2022, which is comprised solely of Fathom OpCo. Year Ended December 31, 2023 Fathom OpCo Standalone Year Ended December 31, 2022 Fathom OpCo Standalone Total assets $ 329,493 $ 370,245 Total liabilities 188,603 191,514 Total equity 140,890 178,731 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 22 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Expansion of Reorganization Plan On January 19, 2024, the Board of Directors of the Company authorized and directed management to close the Company’s Miami Lakes, Florida manufacturing facility as a result of persistent and continuing profitability challenges experienced at the facility. The Company expects to incur pre-tax charges related to the closure totaling approximately $ 3,200 , consisting of approximately $ 600 in severance and other employee-related costs, approximately $ 2,400 in fixed asset and facility related write-down expenses, and $ 200 in other associated costs. The Company expects to incur substantially all of the total closure-related charges in the second quarter of 2024. The total cash expenditure associated with the closure are expected to be approximately $ 800 . The facility in Miami Lakes, which is the subject of a lease expiring in March 2024 , currently employs approximately 50 people. The Company anticipates that the initiative will be substantially complete by the end of the second quarter of 2024. Amendment of Credit Agreement The Company entered into the Fourth Amendment to modify, among other things, certain financial covenants. In addition, the Fourth Amendment waived any default or event of default arising under the Credit Agreement relating to, among other things, the failure to comply with certain minimum EBITDA requirements as of and for periods ended December 31, 2023. The Fourth Amendment requires the interest coverage ratio as of the last day of any fiscal quarter, commencing with the fiscal quarter ending on September 30, 2024 to not be less than the applicable ratio, as defined in Note 10. In addition, the Fourth Amendment requires the net leverage ratio as of the last day of any fiscal quarter commencing with the fiscal quarter ending on September 30, 2024, to not exceed the applicable ratio. See Note 10 - "Debt" of these Notes to Consolidated Financial Statements for the applicable ratios of any given fiscal quarter. The Fourth Amendment also requires Minimum EBITDA (as defined and calculated pursuant to the Fourth Amendment) for the fiscal quarter ending September 30, 2023 to not be less than $ 1,500 . Further, the Fourth 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 Credit Agreement (as defined in the Credit Agreement, “Liquidity”) 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, $ 10,000 as of December 31, 2023 and $ 6,000 as of the last day of any month ending on February 29, 2024 through and including December 31, 2024. Under certain circumstances, the Fourth Amendment 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 Fourth 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 Amendment 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 Fourth Amendment (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 Fourth Amendment requires the Company to make the Term Loan Paydown of $ 50,000 no later than the earlier of July 31, 2024, the date on which the Merger Agreement or certain related agreements is terminated or the date on which the Transactions are consummated. 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 June 30, 2024. The Fourth Amendment permits the Company to exercise this right commencing with the fiscal quarter ending on September 30, 2024. Agreement and Plan of Merger On February 16, 2024, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Fathom Digital Manufacturing Intermediate, LLC, a Delaware limited liability company (“Parent”), Fathom Digital Manufacturing Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Company Merger Sub”), Fathom Digital Manufacturing Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Company Merger Sub (“LLC Merger Sub”), Fathom OpCo, and the Company, pursuant to which, among other things, (i) LLC Merger Sub will merge with and into Fathom OpCo with Fathom OpCo surviving the merger as a partially owned subsidiary of the Company (the “LLC Merger”) and (ii) immediately following the LLC Merger, Company Merger Sub will merge with and into the Company, with the Company as the surviving corporation (the “Merger”, and collectively, with the LLC Merger and the other transactions contemplated by the Merger Agreement, the “Transactions”). Parent, Company Merger Sub, and LLC Merger Sub are affiliates of CORE Industrial Partners, LLC (“CORE”). In connection with the Transactions, Parent will acquire all of the Company’s outstanding shares of its Class A Common Stock (other than (i) shares of Class A Common Stock held by the Company as treasury stock or owned by Parent or Company Merger Sub, (ii) shares of Class A Common Stock owned by CORE, (iii) shares of Class A Common Stock cancelled pursuant to the Merger Agreement, and (iv) any dissenting shares of Class A Common Stock) for $ 4.75 per share in cash. The closing of the Merger Agreement is subject to customary closing conditions. Upon the closing of the Merger, Fathom will become a privately held company. Amendment No. 1 to the TRA On February 16, 2024, the Company further amended the TRA. As amended, the TRA will automatically terminate in full without any payment, including any Tax Benefit Payment or Early Termination Payment (each as defined in Amendment No. 1) upon the consummation of the Merger, and the Merger will not constitute a Change of Control (as defined in Amendment No. 1) thereunder. Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of Fathom OpCo On February 16, 2024, the Company, in its capacity as the managing member of Fathom OpCo, and Fathom OpCo amended the Second Amended and Restated Limited Liability Agreement of Fathom OpCo (the “LLC Agreement Amendment”). As amended, and among other things, the Company shall have the right to cause the exchange of certain outstanding shares of vote-only Class B Common Stock, together with the corresponding Class A Units of Fathom OpCo (other than those units held by the Company), for an equal number of shares of the Company’s Class A Common Stock, immediately prior to and conditioned upon the effective time of the LLC Merger. Unsecured Promissory Note and Guarantee Agreement On April 1, 2024, Fathom Manufacturing, LLC (the “Borrower”), an indirect wholly-owned subsidiary of Fathom Digital Manufacturing Corporation (the “Company”), entered into an Unsecured Promissory Note (the “Promissory Note”) in favor of CORE Industrial Partners Fund I, L.P. (the “Lender”), on behalf of CORE Industrial Partners Fund I, L.P. (“Main Fund”) and CORE Industrial Partners Fund I Parallel, L.P. (“Parallel Fund” and collectively with the Main Fund and the Lender, the “Lending Parties” and each, a “Lending Party”). Pursuant to the Promissory Note, the Borrower may incur, and the Lending Parties have collectively committed to provide, on an unsecured basis, up to $ 2.5 million of term loans that will mature on September 30, 2024 and will accrue interest, payable in kind, at the rate of 5 % per annum. Term loans made under the Promissory Note are expected to be used for working capital purposes. The Borrower may prepay the Term Loans from time to time without any premium or penalty. The Lender is affiliated with CORE Industrial Partners, LLC. On April 1, 2024, the Company drew the $ 2,500 unsecured promissory note. Concurrent with the execution of the Promissory Note, certain indirect wholly-owned subsidiaries of the Company (including the Borrower) (collectively, the “Guarantors” and each, a “Guarantor”) entered into a Guarantee Agreement dated as of April 1, 2024 (the “Guarantee Agreement”) pursuant to which the Guarantors have agreed to guarantee, on an unsecured basis, in full the payment and performance of the obligations of the Borrower under the Promissory Note. Consistent with the Company’s Related Person Policy and Procedures, the foregoing transactions were approved by the Audit Committee of the Board of Directors of the Company. Additionally, the foregoing transactions were approved by the Special Committee established in connection with the pending Merger. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements comprise the financial statements of Fathom and its controlled subsidiaries for the fiscal years ending December 31, 2023 and December 31, 2022. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). All material intercompany balances have been eliminated in consolidation in each period presented. The audited consolidated financial statements included in this Annual Report 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. To satisfy the obligation to pay the $ 50,000 Term Loan Paydown due July 31, 2024 (or, if earlier, on the date the pending Merger is consummated or the date that the Merger Agreement and related transaction documents are terminated), the Company will need to obtain sufficient qualified equity capital or otherwise restructure or refinance the Credit Agreement. In connection with the execution of the Merger Agreement, the CORE Investors and their managing partner, an affiliate of CORE Industrial Partners, entered into the Equity Commitment Letter with Parent whereby they agreed, subject to the terms and conditions thereof, to provide equity financing to Parent in the aggregate amount set forth therein to facilitate consummation of the Transactions (as defined in the Merger Agreement), including the Merger, the payment of the Term Loan Paydown and certain other payments. The CORE Investors’ obligations under the Equity Commitment letter are subject to certain terms and conditions, including consummation of the pending Merger, and there is no assurance that such terms and conditions will be satisfied. If the funding of Parent as contemplated by the Equity Commitment Letter is not obtained, the Company will need to obtain sufficient other qualified equity capital or otherwise restructure or refinance the Credit Agreement. At this time, we expect to be able to successfully complete one of these actions if the necessity arises; however, there is no assurance that we will be successful, and our inability to obtain such capital or complete such actions 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 audited consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company, its controlled subsidiaries, and certain variable interest entities (“VIEs”) where the Company is the primary beneficiary. The Company is deemed to be the primary beneficiary of a VIE when it has both (1) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and (2) exposure to benefits and/or losses that could potentially be significant to the entity. Assets and liabilities of VIEs and their respective results of operations are consolidated from the date that the Company became the primary beneficiary through the date that the Company ceases to be the primary beneficiary. Fathom consolidates the accounts of Fathom OpCo since Fathom OpCo has been determined to be a VIE and Fathom is the primary beneficiary of Fathom OpCo. |
Reverse Stock Split | Reverse Stock Split On September 15, 2023, the Company’s Board of Directors approved a reverse stock split ratio of 20-for-1 (the “Reverse Stock Split”). On September 28, 2023, the effective date of the Reverse Stock Split, the number of the Company’s issued and outstanding shares of common stock decreased from 70,113,787 shares to 3,505,689 shares, net of fractional shares redeemed. The number of authorized shares and par value per common share remained unchanged. No fractional shares were issued as a result of the Reverse Stock Split. Stockholders who would otherwise have been entitled to receive a fractional share received a cash payment in lieu thereof. Prior to the effective date of the Reverse Stock Split, the Company had listed warrants to purchase a total of 18,524,320 shares of Common Stock, with each whole warrant being exercisable for one share of Common Stock at $ 11.50 per share. After the effective date of the Reverse Stock Split, every twenty shares of Common Stock that may have been purchased pursuant to the warrants immediately prior to the Reverse Stock Split represented one share of Common Stock that may be purchased pursuant to such warrants immediately following the Reverse Stock Split. Correspondingly, the exercise price per share of Common Stock attributable to such warrants was proportionately increased, such that the exercise price immediately following the Reverse Stock Split was $ 230.00 , which equals the product of twenty multiplied by $ 11.50 , the exercise price per share immediately prior to the Reverse Stock Split. The number of shares of Common Stock subject to the warrants was proportionately decreased by twenty times, to an aggregate of 926,216 shares. The share, per share and trading price amounts in the consolidated financial statements and the accompanying notes have been retrospectively adjusted to reflect the Reverse Stock Split for all periods presented. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires the Company’s management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which the Company’s management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Income Taxes | Income Taxes The Company accounts for income taxes and related accounts using the asset/liability method in accordance with ASC Topic 740, Income Taxes (“ASC 740”). Under ASC 740, the Company accrues income taxes payable or refundable and recognizes deferred tax assets and liabilities based on differences between U.S. GAAP and tax bases of assets and liabilities. The Company measures deferred tax assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse and recognizes the effect of a change in enacted rates in the period of enactment. A valuation allowance is established if it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The Company establishes assets and liabilities for uncertain tax positions taken or expected to be taken in income tax returns, using a more-likely than-not recognition threshold. The Company recognizes penalties and interest related to uncertain tax positions as income tax expense. See Note 20 “Income Taxes,” of these Notes to Consolidated Financial Statements for further discussion. |
Credit Risk, Major Customers, and Suppliers | Credit Risk, Major Customers, and Suppliers The Company extends trade credit to its customers on terms that are generally practiced in the industry. During 2023 and 2022, the Company did not have any customers or suppliers that comprised a significant percentage of the Company’s operations. The Company maintains its cash balances within accounts at financial institutions backed by the Federal Deposit Insurance Corporation with some balances being in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash balances |
Trade Accounts Receivable and Allowance for Expected Credit Losses | Trade Accounts Receivable and Allowance for Expected Credit Losses Receivables are stated at amortized cost net of allowance for credit losses. The Company performs ongoing evaluations of its customers’ current creditworthiness, as determined by the review of their credit information to determine if events have occurred subsequent to the recognition of revenue and the related receivable that provides evidence that such receivable will be realized in an amount less than that recognized at the time of sale. Estimates of credit losses are based on historical losses, current economic conditions, geographic considerations, and in some cases, evaluating specific customer accounts for risk of loss. Trade accounts receivables are stated at net invoice amounts. An allowance for expected credit losses is established based on a specific assessment of all invoices that remain unpaid following normal customer payment periods. In addition, a general valuation allowance is established for the remaining accounts receivable that have not been specifically assessed based on historical loss experience as well as geographic and general economic conditions. All amounts deemed to be uncollectible are charged against the allowance for doubtful accounts in the period that determination is made. The allowance for expected credit losses was $ 575 as of December 31, 2023 and allowance for doubtful accounts was $ 876 as of December 31, 2022. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value (“NRV”), with NRV based on selling prices in the ordinary course of business, less costs of completion, disposal, and transportation. Costs are determined on the first-in, first-out (“FIFO”) method. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost less accumulated depreciation and amortization. The straight-line method is used for computing depreciation. Assets are depreciated over their estimated useful lives. The costs of leasehold improvements are amortized over the lesser of the length of the related leases or the estimated useful lives of the assets. Costs of maintenance and repairs are charged to expense when incurred. See Note 6 for further information. |
Goodwill | Goodwill The Company recognizes goodwill in accordance with ASC Topic 350, Goodwill and Other ("ASC 350"). Goodwill is the excess of costs of an acquired entity over the amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill is not amortized. Goodwill is tested for impairment annually as of the first day of the fourth quarter, and is tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. An impairment charge for goodwill is recognized only when the estimated fair value of a reporting unit, including goodwill, is less than its carrying amount. The impairment test requires the comparison of the fair value for the Company, our sole reporting unit, with its carrying amount, including goodwill. In performing the impairment test, the Company determined the fair value of its reporting unit using an equal allocation between the discounted cash flow ("DCF") method under the income approach and the public company guideline method under the market approach. The significant assumptions used in the valuation include revenue growth rates, future gross profit margins and operating expenses used to calculate projected future cash flows, determination of the weighted average cost of capital, and future economic and market conditions. The terminal value is based on an exit revenue multiple, which requires significant assumptions regarding the selections of appropriate multiples that consider relevant market trading data. The Company bases its estimates and assumptions on its knowledge of the digital manufacturing industry, recent performance, expectations of future performance and other assumptions the Company believes to be reasonable. Goodwill impairment expense of $ 0 and $ 1,189,518 was incurred for the years ending December 31, 2023 and December 31, 2022, respectively. |
Intangible Assets | Intangible Assets Acquired intangible assets subject to amortization are stated at cost and are amortized using the straight-line method over the estimated useful lives of the assets. Intangible assets that are subject to amortization are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. During 2023 and 2022, there were no impairments of intangible assets. |
New Fathom Units | New Fathom Units In conjunction with the Business Combination, Fathom OpCo restructured its classes of members' units whereby, subsequent to the Business Combination, Fathom OpCo's equity consists solely of Class A common units (the "New Fathom Units"). Prior to the Business Combination, Fathom OpCo's members' equity consisted of Class A common units and Class B common units. See Note 14 for further information. |
Warrant Liability | Warrant Liability The Company accounts for both the Public Warrants (the "Public Warrants") and Private Placement Warrants (the "Private Placement Warrants") (collectively as the "Warrants") as liability-classified instruments based on an assessment of the Warrants’ specific terms and applicable authoritative guidance per ASC Topic 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC Topic 815, Derivatives and Hedging ("ASC 815"). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, whether Warrants meet the definition of a liability pursuant to ASC Topic 480 and whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company's Class A common stock. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and as of each subsequent quarterly period end date while the Warrants are outstanding. Since both the Public Warrants and Private Placement Warrants are liability-classified, the Warrants are required to be recorded at fair value on the date of issuance and each balance sheet date thereafter. Changes in the fair value of the Warrants are recognized as a non-cash gain or loss on the consolidated statement of comprehensive loss. On September 22, 2023, the Company publicly announced, that the NYSE had determined to commence proceedings to delist the Company’s warrants. The Public Warrants were determined to have no value as of December 31, 2023, and the fair value of the Private Placement Warrants was estimated using a Monte Carlo simulation approach. See Note 9 and Note 18 for further information. |
Fathom Earnout Shares | Fathom Earnout Shares The Company issued 450,000 shares of Class A common stock and New Fathom Units that are subject to certain vesting and transfer restrictions (collectively, the "Fathom Earnout Shares") as part of the Business Combination. The Fathom Earnout Shares vest in three tranches of 150,000 shares. The first tranche of the Fathom Earnout Shares vest if the volume weighted average price (“VWAP”) of the Company's Class A common stock with respect to a trading day is greater than or equal to $ 250 for any 20 trading days within a consecutive 30 -trading-day period. The second tranche of Fathom Earnout Shares vest if the VWAP of the Company's Class A common stock with respect to a trading day is greater than or equal to $ 300 for any 20 trading days within a consecutive 30 -trading-day period. The third tranche of Fathom Earnout Shares vest if the VWAP of the Company's Class A common stock with respect to a trading day is greater than or equal to $ 400 for any 20 trading days within a consecutive 30 -trading-day period. The Fathom Earnout Shares were issued as part of the Business Combination and are accounted for as contingent consideration, and thus purchase consideration, and classified as a liability. This classification requires the Company to re-measure the Fathom Earnout Shares at fair value with each reporting date. See Note 3 for further information. |
Sponsor Earnout Shares | Sponsor Earnout Shares Prior to Altimar II's initial public offering, Altimar II Sponsor, LLC (the "Sponsor") received 431,250 Class B Ordinary Shares ("Founder Shares") of the Company in exchange for an investment of $ 25 . In conjunction with the Business Combination, the holders of the Founder Shares forfeited 129,375 Founder Shares and received 63,375 shares of Class A common stock, (the "Sponsor Earnout Shares" and, together with the Fathom Earnout Shares, the "Earnout Shares") which vest only if the stock price of the Company reaches $ 250 for any 20 days within a consecutive 30 -trading-day period. The remaining 238,500 Founder Shares were cancelled and replaced with 238,5000 shares of Class A common stock of the Company which are recorded as equity in the Company's consolidated balance sheet as of December 31, 2023, and December 31, 2022. The Company classifies the Sponsor Earnout Shares as a liability measured at fair value upon the consummation of the Business Combination, the date of issuance, and each subsequent reporting date. The Sponsor Earnout Shares were not included as part of the consideration transferred in the Business Combination since the Sponsor Earnout Shares do not represent payments to any of the sellers in the Business Combination. |
Redeemable Non-Controlling Interest | Redeemable Non-Controlling Interest Redeemable non-controlling interest represents the Company’s non-controlling interest in consolidated subsidiaries which are not attributable, directly, or indirectly, to the controlling Class A common stock ownership of the Company. The Company's comprehensive loss in 2023 and 2022 is reduced by the portion of Fathom OpCo's comprehensive loss that is attributable to noncontrolling interests. The Company's non-controlling interest is representative of the fact that the Company directly owns 51.45 % of Fathom OpCo's New Fathom Units while the holders of the non-controlling interest in Fathom OpCo hold 48.55 %. Since the non-controlling interest may be redeemed for cash and redemption is considered outside of the Company's control, the non-controlling interest is recorded in temporary or "mezzanine" equity on the consolidated balance sheet as of December 31, 2023. See Note 14 for further information. |
Tax Receivable Agreement | Tax Receivable Agreement In connection with the Business Combination, Fathom entered into the Tax Receivable Agreement ("TRA"), which generally provides for the payment by it of 85 % of the net cash savings, if any, in U.S. federal, state and local, income, and franchise tax (computed using certain assumptions to address the impact of state and local taxes) that it actually realizes (or in certain cases is deemed to realize) as a result of tax basis in certain assets and other tax attributes. The TRA is a direct obligation of the Company, and not of its subsidiaries. Since the payments under the TRA will be made to selling shareholders of Fathom OpCo, the fair value of the TRA as of the date of the Business Combination was considered part of the consideration transferred as part of the Business Combination with Fathom OpCo. Subsequent to the initial recognition of the TRA as part of the Business Combination on December 23, 2021, the TRA is recorded at fair value. Any changes in fair value of the TRA subsequent to the Business Combination are recorded as non-cash gains or losses in the Company's consolidated statement of comprehensive loss in 2023 and 2022. See Note 20 for further information. Subsequent to the Business Combination, the Company recorded additional liabilities under the TRA when Class A Units of Fathom OpCo are exchanged for Class A common stock. Liabilities resulting from these exchanges will be recorded on a gross undiscounted basis and are not remeasured at fair value. During the year ended December 31, 2023, an additional TRA liability of $ 2,468 was established as a result of these exchanges. As of December 31, 2023, the Company determined that making a future payment under the TRA was not probable because the Company does not believe it will have sufficient taxable income to utilize deductions of certain tax attributes that would generate cash savings in U.S. federal, state and local income tax or franchise tax to require a payment under the TRA. As a result, the Company remeasured the TRA liability at zero in the consolidated balance sheets and recorded a gain of $ 28,270 in the consolidated statements of operations for the fiscal year ended December 31, 2023. On February 16, 2024, the Company entered into an amendment to the TRA that results in the automatic termination of the agreement, without any payment, upon consummation of the Merger discussed in Note 22. |
Foreign Currency Exchange and Translation | Foreign Currency Exchange and Translation The expression of assets and liabilities in a foreign currency amount gives rise to exchange gains and losses when such obligations are paid in U.S. dollars. Foreign currency exchange rate adjustment (i.e., differences between amounts recorded and actual amounts owed or paid) are reported in the consolidated statements of comprehensive income (loss) as foreign currency fluctuations occur. Foreign currency exchange rate adjustments are reported in the consolidated statements of cash flows using the exchange rates in effect at the time of the cash flows. Assets and liabilities of the Company's operations in China are translated into U.S. dollars at the rate of exchange in effect at the close of the period. Income and expenses are translated at an average rate of exchange for the period. The aggregate effect of translating the financial statements is included in other comprehensive loss. |
Fair Value Measurements | Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement ("ASC 820"), approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the Earnout Shares liability and Warrant liabilities, see Note 18 for further information. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value. There are three levels of inputs that may be used to measure fair value: Fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets and liabilities in active markets and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset. These Level 3 fair value measurements are based primarily on management’s own estimates using pricing models, discounted cash flow methodologies, or similar techniques considering the characteristics of the asset. 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. |
Debt Issuance Costs | Debt Issuance Costs The Company incurred debt issuance costs in connection with the $ 125,000 Term Loan established under the New Credit Agreement, and also in entering into the Amended Credit Agreement in November 2022, March 2023, and November 2023 as disclosed in Note 10. These costs are recorded as a reduction in the recorded balance of the outstanding debt. The costs are amortized over the term of the related debt and reported as a component of interest expense by using the effective interest method. |
Revenue Recognition | Revenue Recognition 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 and is recognized on a point-in-time basis upon shipment. The majority of the Company’s injection molding contracts have multiple performance obligations including one obligation to produce the mold and sample part and a second obligation to produce production parts. For injection molding contracts with multiple performance obligations, the Company allocates revenue to each performance obligation based on its relative standalone selling price. For the year ended December 31, 2022, and through 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. During 2023, the Company established additional processes and controls to support recognizing revenue using the input method basis for those performance obligations where appropriate on a go forward basis. This change in revenue recognition policy is immaterial to the overall financial statements included in this Form 10-K. The Company’s payments terms are consistent with industry standards and never exceed 12 months. The Company has elected to treat shipping and handling as fulfillment activities and not a separate performance obligation. |
Segment Reporting | Segment Reporting In accordance with the Financial Accounting Standards Board's ("FASB") authoritative guidance on segment reporting, the Company has one operating segment and one reportable segment. The Company has one line of business, which is product development and on-demand manufacturing services. |
Other Comprehensive Loss | Other Comprehensive Loss U.S. GAAP generally requires that recognized revenue, expenses, gains and losses be included in net income. Certain changes in assets and liabilities, however, such as foreign currency translation adjustments, are reported as a direct adjustment to the equity section of the consolidated balance sheets. Such items, along with net income, are considered components of comprehensive income or loss. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which is intended to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for the Company beginning January 1, 2024 and requires the use of a retrospective approach to all prior periods presented. The Company plans to adopt the standard on January 1, 2024 and is evaluating the impact on the Consolidated Financial Statements, but does not anticipate that it will have a material impact. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for the Company beginning January 1, 2025 and allows the use of a prospective or retrospective approach. The Company plans to adopt the standard on January 1, 2025 and has not yet determined the impact on the Consolidated Financial Statements. |
Immaterial Error Correction o_2
Immaterial Error Correction of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of Summarized Adjustments of Previously Issued Financial Statements | The following table presents the effect of the adjustments to our prior period consolidated balance sheet. December 31, 2022 As Reported Adjustments As Adjusted Assets Current assets Inventory $ 15,718 $ ( 3,368 ) $ 12,350 Total current assets 58,660 ( 3,368 ) 55,292 Total assets 370,515 ( 3,368 ) 367,147 Total liabilities $ 226,544 $ - $ 226,544 Commitments and Contingencies: Contingently Redeemable Preferred Equity: Redeemable non-controlling interest in Fathom OpCo 92,207 ( 1,649 ) 90,558 Shareholders' Equity: Accumulated deficit ( 536,084 ) ( 1,719 ) ( 537,803 ) Shareholders’ Equity attributable to Fathom Digital Manufacturing Corporation 51,764 ( 1,719 ) 50,045 Total Liabilities, Shareholders’ Equity and Redeemable Non-Controlling Interest $ 370,515 $ ( 3,368 ) $ 367,147 A summary of the adjustments to our prior period consolidated statement of comprehensive loss is presented below: Year Ended December 31, 2022 As Reported Adjustments As Adjusted Revenue $ 161,141 $ - $ 161,141 Cost of revenue 108,623 3,368 111,991 Gross profit 52,518 3,368 49,150 Operating loss ( 1,206,945 ) 3,368 ( 1,210,313 ) Net loss before income tax ( 1,117,150 ) 3,368 ( 1,120,518 ) Income tax benefit ( 6,662 ) - ( 6,662 ) Net loss ( 1,110,488 ) 3,368 ( 1,113,856 ) Net loss attributable to Fathom OpCo non-controlling interest ( 621,903 ) ( 1,649 ) ( 623,552 ) Net loss attributable to controlling interest ( 488,585 ) ( 1,719 ) ( 490,304 ) Comprehensive loss: Loss from foreign currency translation adjustments ( 107 ) - ( 107 ) Comprehensive loss, net of tax $ ( 488,692 ) $ ( 1,719 ) $ ( 490,411 ) The following table presents the effect of the adjustments to our prior period consolidated statement of cash flows. Twelve Months Ended December 31, 2022 As Reported Adjustments As Adjusted Cash Flows from Operating Activities Net loss attributable to controlling interest $ ( 488,585 ) $ ( 1,719 ) $ ( 490,304 ) Adjustments to reconcile net loss to net cash from operating activities: Non-controlling interest share of Fathom OpCo net loss ( 621,903 ) ( 1,649 ) ( 623,552 ) Inventory ( 5,794 ) 3,368 ( 2,426 ) Net cash provided by operating activities 3,080 - 3,080 Net cash used in investing activities ( 13,189 ) - ( 13,189 ) Net cash provided by financing activities 572 - 572 Effect of exchange rate changes on cash, and cash equivalents ( 107 ) - ( 107 ) Net decrease in cash ( 9,644 ) - ( 9,644 ) Cash, beginning of period 20,357 - 20,357 Cash, end of period $ 10,713 $ - $ 10,713 The following table presents the effect of the adjustments to our prior period consolidated statement of shareholders' equity and redeemable non-controlling interest . December 31, 2022 As Reported Adjustments As Adjusted Accumulated deficit $ ( 536,084 ) $ ( 1,719 ) $ ( 537,803 ) Redeemable non-controlling Interest 92,207 ( 1,649 ) 90,558 Shareholders' equity attributable to Fathom 51,764 ( 1,719 ) 50,045 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue by Product Line | Revenue by product line for the year ended December 31, 2023 and 2022 was as follows: Period From January 1 - December 22, 2023 January 1 - December 22, 2022 Revenue: Additive Manufacturing $ 11,747 $ 14,917 Injection Molding 21,734 25,210 CNC Machining 51,329 58,388 Precision Sheet Metal 39,161 55,307 Ancillary Product Lines 7,321 7,319 Total revenue $ 131,292 $ 161,141 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory | The Company’s inventory consisted of the following at December 31 2023 and December 31, 2022: December 31, December 31, Raw materials $ 3,950 $ 5,147 Work in process 3,856 4,461 Finished goods 2,508 3,648 10,314 13,256 Allowance for obsolescence ( 299 ) ( 906 ) Total $ 10,015 $ 12,350 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following as of December 31, 2023,and December 31, 2022: Year Ended December 31, 2023 December 31, 2022 Estimated Useful Life Machinery and equipment $ 43,045 $ 39,516 6 - 10 Furniture and fixtures 3,743 3,100 10 Computer equipment 360 374 5 Property and leasehold improvements 7,164 6,839 3 - 23 Construction in progress 4,116 3,893 n/a Auto / transportation equipment 318 312 3 - 5 Total 58,746 54,034 Accumulated depreciation ( 12,469 ) ( 6,331 ) Total $ 46,277 $ 47,703 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in the Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2023 and December 31, 2022, were as follows: Dec. 31, 2021 Measurement period adjustments Goodwill impairment Dec. 31, 2022 Measurement period adjustments Goodwill acquired Dec. 31, 2023 Goodwill $ 1,189,464 $ 54 $ ( 1,189,518 ) $ - $ - $ - $ - |
Schedule of Intangible Assets Other Than Goodwill | Intangible assets other than goodwill as of December 31, 2023 and December 31, 2022, were as follows: Year Ended December 31, 2023 Gross Accumulated Amortization Net Useful Life (in years) Trade name $ 70,000 $ ( 9,448 ) $ 60,552 15 Customer relationships 180,000 ( 19,181 ) 160,819 19 Developed software 4,300 ( 1,741 ) 2,559 5 Developed technology 15,700 ( 6,358 ) 9,342 5 Total intangible assets $ 270,000 $ ( 36,728 ) $ 233,272 Year Ended 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 Amortization Expense | Estimated amortization expense for each of the next five years and thereafter: Year ended Total 2024 $ 18,140 2025 18,140 2026 18,041 2027 14,140 2028 14,140 Thereafter 150,671 Total $ 233,272 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 12 Months Ended |
Dec. 31, 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 the fair value as of December 31, 2023. See Note 18 for further information. Fair Value # of Warrants December 31, 2023 Public Warrants $ - 431,216 Private Placement Warrants $ 72 495,000 The below table summarizes the number of outstanding Warrants and the fair value as of December 31, 2022. See Note 18 for further information. Fair Value # of Warrants December 31, 2022 Public Warrants $ 720 431,216 Private Placement Warrants $ 2,060 495,000 |
Reorganization (Tables)
Reorganization (Tables) | 12 Months Ended |
Dec. 31, 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 1,460 Payments ( 1,125 ) Liability balance at December 31, 2023 $ 747 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Amendment to Credit Agreement | The Fourth Amendment requires the interest coverage ratio as of the last day of any fiscal quarter, commencing with the fiscal quarter ending on September 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 September 30, 2024 through and including December 31, 2024 1.15 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 Fourth Amendment requires the net leverage ratio as of the last day of any fiscal quarter commencing with the fiscal quarter ending on September 30, 2024, to not exceed the applicable ratio set forth opposite such fiscal quarter below: Fiscal Quarter Net Leverage Ratio Fiscal quarter ending on September 30, 2024 7.75 to 1.00 Fiscal quarter ending on December 31, 2024 7.25 to 1.00 Fiscal quarter ending on March 31, 2025 6.75 to 1.00 Fiscal quarter ending on June 30, 2025 6.25 to 1.00 Fiscal quarter ending on September 30, 2025 5.75 to 1.00 Fiscal quarter ending on December 31, 2025 5.25 to 1.00 Fiscal quarter ending on March 31, 2026 4.75 to 1.00 Fiscal quarter ending on June 30, 2026 4.25 to 1.00 Fiscal quarter ending on September 30, 2026 and thereafter 4.00 to 1.00 |
Schedule of Long-term Debt Instruments | The Company’s debt as of December 31, 2023, and December 31, 2022, is as follows: As of December 31, 2023 As of December 31, 2022 Debt Description Interest Rate Amount Interest Rate Amount Credit Agreement Revolver 9.62 % 45,000 8.20 % 37,000 Credit Agreement Term Loan 9.70 % 117,187 8.43 % 121,875 Total principal long-term debt 162,187 158,875 Debt issuance costs ( 2,386 ) ( 1,804 ) Total debt 159,801 157,071 Less: current portion of long-term debt 159,801 42,744 Long-term debt, net of current portion $ — $ 114,327 |
Schedule of Balances of Term Loan | The balance of the Term Loan matures as follows: Year ended Total 2024 $ 117,187 2025 - 2026 - 2027 - 2028 - Thereafter - Total $ 117,187 |
Other Income and Expense, Net (
Other Income and Expense, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule Of Other Income and Expense Net | Other Income and expense, net is comprised of the following for the years ended December 31, 2023 and December 31, 2022: Period From January 1, 2023 - December 31, 2023 January 1, 2022 - December 31, 2022 Loss on sale of assets $ 6 $ 24 Other 88 326 Other expense 94 350 Gain on sale of assets - ( 221 ) Change in fair value of earnout shares ( 6,754 ) ( 66,790 ) Change in fair value of contingent consideration - ( 148 ) Change in fair value of warrants ( 2,708 ) ( 31,120 ) Change in fair value of TRA ( 27,828 ) ( 600 ) Other ( 9 ) ( 281 ) Other income ( 37,299 ) ( 99,160 ) |
Share Based Compensation (Table
Share Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Valuation Assumptions | Key assumptions used in the valuation models were as follows for the year ended December 31, 2023: 2023 Expected term (years) 4.5 Expected volatility 62.0 % Expected dividend yield 0.0 % Risk-free interest rate 3.51 % Fair value of share $ 0.32 |
Summary of Stock Option Activity | The following table represents stock option activity for the year ended December 31, 2023: Number of Shares Weighted Average Exercise Price per Share Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2023 15,853 $ 174.13 6.17 $ - Granted 95,369 11.67 7.00 - Exercised - - - Forfeited ( 37,370 ) 31.17 - - Expired - - - - Non-vested at December 31, 2023 73,852 $ 36.68 6.05 $ - Exercisable at December 31, 2023 - - - - |
Schedule of Non-vested Restricted Stock Unit Activity | The following table represents RSU activity for the year ended December 31, 2023: Shares Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Non-vested at January 1, 2023 308,862 $ 185.63 $ - Granted 174,431 10.40 - Vested ( 24,226 ) 174.00 - Forfeited ( 33,317 ) 165.60 - Non-vested at December 31, 2023 425,750 $ 95.17 $ - |
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: 2023 Expected term (years) 0.5 - 2.0 Expected volatility 62.5 % Expected dividend yield 0.0 % Risk-free interest rate 3.00 % Fair value of share $ 4.81 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31 2023 2022 Class A Class A Numerator Net loss $ ( 1,443 ) $ ( 1,113,856 ) Less: Net loss attributable to non-controlling interests ( 17,502 ) ( 623,552 ) Net income (loss) attributable to Class A common stock $ 16,059 $ ( 490,304 ) Denominator Basic - weighted-average shares outstanding 3,463,747 2,888,334 Effect of dilutive securities Assumed exchange for shares of Class A common stock 3,359,195 - Diluted - weighted-average shares outstanding: 6,822,942 2,888,334 Net income (loss) per share Basic $ 4.64 $ ( 169.75 ) Diluted $ 2.35 $ ( 169.75 ) |
Shareholders' Equity and Nonc_2
Shareholders' Equity and Noncontrolling Interest (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule Of Calculation Of Comprehensive Loss Attributable To Non-controlling Interest Holders | The table below demonstrates the calculation of the comprehensive loss attributable to the non-controlling interest holders for 2023 and 2022. Year Ended December 31, 2023 December 31, 2022 Fathom OpCo comprehensive loss $ ( 36,944 ) $ ( 1,110,488 ) Noncontrolling interest percentage 48.6 % 51.6 % Comprehensive loss attributable to noncontrolling interest $ ( 17,502 ) $ ( 623,552 ) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Lessee Disclosure [Abstract] | |
Schedule of balance sheet location disclosure | Balance Sheet Location December 31, 2023 December 31, 2022 Assets Operating Prepaid expenses and other current assets $ 63 $ 143 Operating Right-of-use lease assets, net 8,896 10,312 Financing Right-of-use lease assets, net 2,045 2,253 Total lease assets $ 11,004 $ 12,708 Liabilities Current Operating Current lease liability $ 1,883 $ 2,174 Financing Current lease liability 230 200 Non-Current Operating Long-term lease liability 7,285 8,958 Financing Long-term lease liability 1,914 2,125 Total lease liability $ 11,312 $ 13,457 |
Schedule of lease cost | The following table sets forth our lease costs included in our consolidated statement of comprehensive loss: Year Ended Year Ended December 31, 2023 December 31, 2022 Operating lease cost $ 2,802 $ 3,295 Short-term lease cost — 13 Financing lease cost: Amortization of ROU assets 252 218 Interest on lease liabilities 136 136 Sublease income ( 68 ) ( 137 ) Total lease costs $ 3,122 $ 3,525 |
Schedule of weighted average remaining lease term and the weighted average discount rate for the Company's operating leases | December 31, 2023 December 31, 2022 Weighted-average remaining lease term (years) Operating 6.0 6.6 Financing 7.2 8.1 Weighted-average discount rate Operating 6.4 % 6.0 % Financing 5.7 % 5.6 % |
Summary of maturities of leases | Maturities of Leases Operating Leases Financing Leases Total 2024 $ 2,417 $ 345 $ 2,762 2025 2,061 355 2,416 2026 1,634 358 1,992 2027 1,428 366 1,794 2028 902 362 1,264 Thereafter 2,905 838 3,743 Total future lease payments 11,347 2,624 13,971 Less: Discount 2,179 480 2,659 Present value of lease liability $ 9,168 $ 2,144 $ 11,312 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
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 December 31, 2023. Fair Value Measurements as of December 31, 2023 Description Level 1 Level 2 Level 3 Total Liabilities: Tax Receivable Agreement $ - $ - $ - $ - Sponsor Earnout Shares Liability - - 20 20 Fathom Earnout Shares Liability - - 116 116 Warrant liability – Public Warrants - - - - Warrant liability – Private Placement Warrants - - 72 72 $ - $ - $ 208 $ 208 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 - ( 682 ) - - - $ ( 682 ) Net (gain) loss (1) ( 4,000 ) ( 18 ) ( 910 ) ( 5,844 ) ( 1,988 ) $ ( 12,760 ) Ending balance at December 31, 2023 $ - $ - $ 20 $ 116 $ 72 $ 208 (1) Net gains on changes in recurring level 3 fair value measurements are recognized in other income and net losses on change in recurring level 3 fair value measurements are recognized in other expense in our consolidated statement of comprehensive loss. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Expense (Benefit) | Year Ended December 31, 2023 December 31, 2022 Current expense (benefit) State $ 140 $ - Federal ( 219 ) 250 Subtotal ( 79 ) 250 Deferred tax benefit State - ( 1,564 ) Federal - ( 5,348 ) Subtotal - ( 6,912 ) Total $ ( 79 ) $ ( 6,662 ) |
Reconciliation of the Expected Statutory Federal Tax and the Total Income Tax Benefit | A reconciliation of the expected statutory federal tax and the total income tax benefit for the years ended December 31, 2023 and December 31, 2022 are as follows: Year Ended December 31, 2023 December 31, 2022 Federal statutory rate ( 21 %) $ ( 324 ) $ ( 235,309 ) State income taxes, net of federal benefit 140 ( 2,910 ) Non-controlling interest in Fathom Holdco, LLC 3,835 130,904 Remeasurement of Fathom and Sponsor earnout shares ( 1,418 ) ( 14,026 ) Remeasurement of TRA and warrant liability ( 1,357 ) ( 6,661 ) Valuation allowance ( 869 ) 10,369 Goodwill impairment - 104,768 Other ( 86 ) 6,203 Total $ ( 79 ) $ ( 6,662 ) |
Summary of Tax Effect of Temporary Differences to Deferred Tax Assets and Liabilities | The tax effect of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2023 and December 31, 2022 are as follows: Year Ended December 31, 2023 December 31, 2022 Deferred tax assets Net operating losses $ 5,559 $ 2,575 Transaction costs 548 680 Interest expense carryforwards 2,950 898 Stock based compensation 1,077 741 Investment in Fathom Holdco LLC 2,981 8,586 Other 6 7 Total deferred tax assets 13,121 13,487 Valuation allowance ( 13,121 ) ( 13,487 ) Total deferred tax assets after valuation allowance - - Deferred tax liabilities Total deferred tax liabilities - - Total net deferred tax liabilities $ - $ - |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 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 equity of the Company’s consolidated VIE at December 31, 2023 and December 31, 2022, which is comprised solely of Fathom OpCo. Year Ended December 31, 2023 Fathom OpCo Standalone Year Ended December 31, 2022 Fathom OpCo Standalone Total assets $ 329,493 $ 370,245 Total liabilities 188,603 191,514 Total equity 140,890 178,731 |
Nature of Business - Additional
Nature of Business - Additional Information (Details) | 12 Months Ended |
Dec. 31, 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% |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) Tranche $ / shares shares | Dec. 31, 2022 USD ($) shares | Sep. 29, 2023 $ / shares shares | Sep. 28, 2023 $ / shares shares | Dec. 23, 2021 | |
Accounting Policies [Line Items] | |||||
Stockholders' equity, reverse stock split | 20-for-1 | ||||
Warrants to purchase common stock | 926,216 | 18,524,320 | |||
Exercise price of warrants (in dollars per share) | $ / shares | $ 230 | $ 11.5 | |||
Warrant issuance, description | After the effective date of the Reverse Stock Split, every twenty shares of Common Stock that may have been purchased pursuant to the warrants immediately prior to the Reverse Stock Split represented one share of Common Stock that may be purchased pursuant to such warrants immediately following the Reverse Stock Split. | ||||
Accounts receivable, allowance for credit loss | $ | $ 575,000 | $ 876,000 | |||
Goodwill impairment | $ | 0 | 1,189,518,000 | |||
Impairments of intangible assets | $ | $ 0 | 0 | |||
Number of tranches | Tranche | 3 | ||||
Earnout shares vested | 150,000 | ||||
Percentage of net cash savings payment to tax receivable agreement | 85% | ||||
Additional tax receivable agreement liability | $ | $ 2,468,000 | ||||
Tax receivable agreement liability | $ | 0 | ||||
Tax receivable agreement gain | $ | 28,270,000 | ||||
Debt issuance costs | $ | $ 2,386,000 | $ 1,804,000 | |||
Maximum [Member] | |||||
Accounting Policies [Line Items] | |||||
Common stock, shares issued | 70,113,787 | ||||
Common stock, shares outstanding | 70,113,787 | ||||
Minimum [Member] | |||||
Accounting Policies [Line Items] | |||||
Common stock, shares issued | 3,505,689 | ||||
Common stock, shares outstanding | 3,505,689 | ||||
Fathom OpCo | |||||
Accounting Policies [Line Items] | |||||
Noncontrolling interest, ownership percentage | 48.55% | 51.60% | 62.40% | ||
Noncontrolling interest, ownership percentage by noncontrolling owners | 51.45% | 37.60% | |||
Altimar II Sponsor, LLC [Member] | |||||
Accounting Policies [Line Items] | |||||
Shares granted, shares, share-based payment arrangement, forfeited | 129,375 | ||||
Number of remaining founder shares cancelled | 238,500 | 238,500 | |||
New Credit Agreement | |||||
Accounting Policies [Line Items] | |||||
Debt issuance costs | $ | $ 125,000,000 | ||||
New Credit Agreement | Term Loan [Member] | |||||
Accounting Policies [Line Items] | |||||
Term loan Paydown amount | $ | $ 50,000,000 | ||||
Class A Common Stock [Member] | |||||
Accounting Policies [Line Items] | |||||
Common stock, shares issued | 3,526,432 | 3,290,438 | |||
Common stock, shares outstanding | 3,526,432 | 3,290,438 | |||
Class A Common Stock [Member] | Altimar II Sponsor, LLC [Member] | |||||
Accounting Policies [Line Items] | |||||
Volume weighted average price | $ / shares | $ 250 | ||||
Earnout shares trading days | 20 days | ||||
Earnout shares consecutive trading days | 30 days | ||||
Issuance of share to Sponsor | 2,385,000 | 2,385,000 | |||
Shares granted, shares, share-based payment arrangement, issued | 63,375 | ||||
Class A Common Stock [Member] | First Tranche [Member] | |||||
Accounting Policies [Line Items] | |||||
Volume weighted average price | $ / shares | $ 250 | ||||
Earnout shares trading days | 20 days | ||||
Earnout shares consecutive trading days | 30 days | ||||
Class A Common Stock [Member] | Second Tranche [Member] | |||||
Accounting Policies [Line Items] | |||||
Volume weighted average price | $ / shares | $ 300 | ||||
Earnout shares trading days | 20 days | ||||
Earnout shares consecutive trading days | 30 days | ||||
Class A Common Stock [Member] | Third Tranche [Member] | |||||
Accounting Policies [Line Items] | |||||
Volume weighted average price | $ / shares | $ 400 | ||||
Earnout shares trading days | 20 days | ||||
Earnout shares consecutive trading days | 30 days | ||||
Class A Common Stock [Member] | Fathom Earnout Shares [Member] | |||||
Accounting Policies [Line Items] | |||||
Common stock, shares issued | 450,000 | ||||
Class B Common Stock [Member] | |||||
Accounting Policies [Line Items] | |||||
Common stock, shares issued | 3,327,379 | 3,507,653 | |||
Common stock, shares outstanding | 3,327,379 | 3,507,653 | |||
Class B Common Stock [Member] | Altimar II Sponsor, LLC [Member] | |||||
Accounting Policies [Line Items] | |||||
Issuance of share to Sponsor | 431,250 | ||||
Stock issued during period, value | $ | $ 25,000,000 |
Business Combination with Fatho
Business Combination with Fathom OpCo - Additional Information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) Tranche shares | Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | ||
Number of tranches | Tranche | 3 | |
Earnout shares vested | shares | 150,000 | |
Deferred tax liability recognized | $ 0 | $ 0 |
Decrease to accounts receivable | (6,929) | 4,182 |
Increase to prepaids and other current assets | (1,659) | (1,351) |
Increase in accounts payable | $ (3,282) | $ (1,167) |
Business Combination with Fat_2
Business Combination with Fathom OpCo - Schedule of Fair Values of the Assets Acquired and Liabilities (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Assets acquired: | |
Goodwill | $ 1,189,464 |
Business Combination with Fat_3
Business Combination with Fathom OpCo - Summary of Intangible Assets Acquired in the Acquisition (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Trade Name [Member] | ||
Business Acquisition [Line Items] | ||
Useful life | 15 years | 15 years |
Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Useful life | 19 years | 19 years |
Developed Technology [Member] | ||
Business Acquisition [Line Items] | ||
Useful life | 5 years | 5 years |
Fathom OpCo Predecessor Period
Fathom OpCo Predecessor Period Acquisitions - Summit - Summary of Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Recognized amounts of identifiable assets acquired and liabilities assumed | |
Goodwill | $ 1,189,464 |
Fathom OpCo Predecessor Perio_2
Fathom OpCo Predecessor Period Acquisitions - Summit - Summary of Intangible Assets Acquired in Acquisition (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Trade Name [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 15 years | 15 years |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 19 years | 19 years |
Fathom OpCo Predecessor Perio_3
Fathom OpCo Predecessor Period Acquisitions - Summit - Summary of Revenue and Net (Loss) Income Since Acquisition (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 22, 2023 | Dec. 31, 2022 | Dec. 22, 2022 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 131,292 | $ 161,141 | ||
Net income (loss) | $ 16,059 | $ (490,304) |
Fathom OpCo Predecessor Perio_4
Fathom OpCo Predecessor Period Acquisitions - PPC - Summary of Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Recognized amounts of identifiable assets acquired and liabilities assumed | |
Goodwill | $ 1,189,464 |
Fathom OpCo Predecessor Perio_5
Fathom OpCo Predecessor Period Acquisitions - PPC - Summary of Intangible Assets Acquired in Acquisition (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Trade Name [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 15 years | 15 years |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 19 years | 19 years |
Fathom OpCo Predecessor Perio_6
Fathom OpCo Predecessor Period Acquisitions - PPC - Summary of Revenue and Net (Loss) Income Since Acquisition (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 22, 2023 | Dec. 31, 2022 | Dec. 22, 2022 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 131,292 | $ 161,141 | ||
Net Income (Loss) | $ 16,059 | $ (490,304) |
Fathom OpCo Predecessor Perio_7
Fathom OpCo Predecessor Period Acquisitions - Centex and Laser - Summary of Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Recognized amounts of identifiable assets acquired and liabilities assumed | |
Goodwill | $ 1,189,464 |
Fathom OpCo Predecessor Perio_8
Fathom OpCo Predecessor Period Acquisitions - Centex and Laser - Summary of Intangible Assets Acquired in Acquisition (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Trade Name [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 15 years | 15 years |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 19 years | 19 years |
Fathom OpCo Predecessor Perio_9
Fathom OpCo Predecessor Period Acquisitions - Centex and Laser - Summary of Revenue and Net (Loss) Income Since Acquisition (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 22, 2023 | Dec. 31, 2022 | Dec. 22, 2022 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 131,292 | $ 161,141 | ||
Net Income (Loss) | $ 16,059 | $ (490,304) |
Fathom OpCo Predecessor Peri_10
Fathom OpCo Predecessor Period Acquisitions - Micropulse West - Summary of Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Recognized amounts of identifiable assets acquired and liabilities assumed | |
Goodwill | $ 1,189,464 |
Fathom OpCo Predecessor Peri_11
Fathom OpCo Predecessor Period Acquisitions - Micropulse West - Summary of Intangible Assets Acquired in Acquisition (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Trade Name [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 15 years | 15 years |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 19 years | 19 years |
Fathom OpCo Predecessor Peri_12
Fathom OpCo Predecessor Period Acquisitions - Micropulse West - Summary of Revenue and Net (Loss) Income Since Acquisition (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 22, 2023 | Dec. 31, 2022 | Dec. 22, 2022 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 131,292 | $ 161,141 | ||
Net Income (Loss) | $ 16,059 | $ (490,304) |
Immaterial Error Correction o_3
Immaterial Error Correction of Previously Issued Financial Statements - Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Inventory | $ 10,015 | $ 12,350 |
Total current assets | 39,131 | 55,292 |
Total assets | 329,763 | 367,147 |
Total liabilities | 188,811 | 226,544 |
Commitments and Contingencies: | ||
Contingently Redeemable Preferred Equity: | ||
Redeemable non-controlling interest in Fathom OpCo | 90,558 | |
Shareholders' Equity: | ||
Accumulated deficit | (521,744) | (537,803) |
Shareholders' equity attributable to Fathom Digital Manufacturing Corporation | 72,550 | 50,045 |
Total Liabilities, Shareholders' Equity, Members' Equity, and Redeemable Non-Controlling Interest | $ 329,763 | 367,147 |
As Reported | ||
Current assets | ||
Inventory | 15,718 | |
Total current assets | 58,660 | |
Total assets | 370,515 | |
Total liabilities | 226,544 | |
Commitments and Contingencies: | ||
Contingently Redeemable Preferred Equity: | ||
Redeemable non-controlling interest in Fathom OpCo | 92,207 | |
Shareholders' Equity: | ||
Accumulated deficit | (536,084) | |
Shareholders' equity attributable to Fathom Digital Manufacturing Corporation | 51,764 | |
Total Liabilities, Shareholders' Equity, Members' Equity, and Redeemable Non-Controlling Interest | 370,515 | |
Adjustments | ||
Current assets | ||
Inventory | (3,368) | |
Total current assets | (3,368) | |
Total assets | (3,368) | |
Commitments and Contingencies: | ||
Contingently Redeemable Preferred Equity: | ||
Redeemable non-controlling interest in Fathom OpCo | (1,649) | |
Shareholders' Equity: | ||
Accumulated deficit | (1,719) | |
Shareholders' equity attributable to Fathom Digital Manufacturing Corporation | (1,719) | |
Total Liabilities, Shareholders' Equity, Members' Equity, and Redeemable Non-Controlling Interest | $ (3,368) |
Immaterial Error Correction o_4
Immaterial Error Correction of Previously Issued Financial Statements - Consolidated Statement of Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Condensed Financial Statements, Captions [Line Items] | |||
Revenue | $ 131,292 | $ 161,141 | |
Cost of revenue | [1],[2] | 93,608 | 111,991 |
Gross profit | 37,684 | 49,150 | |
Operating loss | (23,157) | (1,210,313) | |
Net loss before income tax | (1,523) | (1,120,518) | |
Income tax benefit | (79) | (6,662) | |
Net loss | (1,443) | (1,113,856) | |
Net loss attributable to Fathom OpCo non-controlling interest | (17,502) | (623,552) | |
Net Income (Loss) | 16,059 | (490,304) | |
Comprehensive loss: | |||
Loss from foreign currency translation adjustments | (107) | ||
Comprehensive loss, net of tax | $ 16,059 | (490,411) | |
As Reported | |||
Condensed Financial Statements, Captions [Line Items] | |||
Revenue | 161,141 | ||
Cost of revenue | 108,623 | ||
Gross profit | 52,518 | ||
Operating loss | (1,206,945) | ||
Net loss before income tax | (1,117,150) | ||
Income tax benefit | (6,662) | ||
Net loss | (1,110,488) | ||
Net loss attributable to Fathom OpCo non-controlling interest | (621,903) | ||
Net Income (Loss) | (488,585) | ||
Comprehensive loss: | |||
Loss from foreign currency translation adjustments | (107) | ||
Comprehensive loss, net of tax | (488,692) | ||
Adjustments | |||
Condensed Financial Statements, Captions [Line Items] | |||
Cost of revenue | 3,368 | ||
Gross profit | 3,368 | ||
Operating loss | 3,368 | ||
Net loss before income tax | 3,368 | ||
Net loss | 3,368 | ||
Net loss attributable to Fathom OpCo non-controlling interest | (1,649) | ||
Net Income (Loss) | (1,719) | ||
Comprehensive loss: | |||
Comprehensive loss, net of tax | $ (1,719) | ||
[1] Inclusive of $ 5,689 and $ 9,120 , of cost of revenue related to inventory purchases from a related party for the years ended December 31, 2023 and December 31, 2022, respectively. See Note 16 for further information. Inclusive of $ 6,655 and $ 6,716 of depreciation and amortization for the years ended December 31, 2023 and December 31, 2022, respectively. |
Immaterial Error Correction o_5
Immaterial Error Correction of Previously Issued Financial Statements - Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities | ||
Net loss attributable to controlling interest | $ (490,304) | |
Adjustments to reconcile net income (loss) to net cash from operating activities: | ||
Non-controlling interest share of Fathom OpCo net loss | $ (17,502) | (623,552) |
Inventory | 1,317 | (2,426) |
Net cash (used in) provided by operating activities | (1,647) | 3,080 |
Net cash used in investing activities | (4,993) | (13,189) |
Net cash provided by financing activities | 1,500 | 572 |
Effect of exchange rate changes on cash, and cash equivalents | (107) | |
Net decrease in cash | (5,140) | (9,644) |
Cash, beginning of period | 10,713 | 20,357 |
Cash, end of period | 5,573 | 10,713 |
As Reported | ||
Cash Flows from Operating Activities | ||
Net loss attributable to controlling interest | (488,585) | |
Adjustments to reconcile net income (loss) to net cash from operating activities: | ||
Non-controlling interest share of Fathom OpCo net loss | (621,903) | |
Inventory | (5,794) | |
Net cash (used in) provided by operating activities | 3,080 | |
Net cash used in investing activities | (13,189) | |
Net cash provided by financing activities | 572 | |
Effect of exchange rate changes on cash, and cash equivalents | (107) | |
Net decrease in cash | (9,644) | |
Cash, beginning of period | $ 10,713 | 20,357 |
Cash, end of period | 10,713 | |
Adjustments | ||
Cash Flows from Operating Activities | ||
Net loss attributable to controlling interest | (1,719) | |
Adjustments to reconcile net income (loss) to net cash from operating activities: | ||
Non-controlling interest share of Fathom OpCo net loss | (1,649) | |
Inventory | $ 3,368 |
Immaterial Error Correction o_6
Immaterial Error Correction of Previously Issued Financial Statements - Consolidated Statement of Shareholders' Equity and Redeemable Non-Controlling Interest (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Shareholders' equity | $ 72,550 | $ 50,045 |
Accumulated Deficit | ||
Shareholders' equity | (537,803) | |
Redeemable Non-controlling Interest | ||
Shareholders' equity | 90,558 | |
As Reported | ||
Shareholders' equity | 51,764 | |
As Reported | Accumulated Deficit | ||
Shareholders' equity | (536,084) | |
As Reported | Redeemable Non-controlling Interest | ||
Shareholders' equity | 92,207 | |
Adjustments | ||
Shareholders' equity | (1,719) | |
Adjustments | Accumulated Deficit | ||
Shareholders' equity | (1,719) | |
Adjustments | Redeemable Non-controlling Interest | ||
Shareholders' equity | $ (1,649) |
Revenue - Schedule of Revenue b
Revenue - Schedule of Revenue by Product Line (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 22, 2023 | Dec. 22, 2022 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 131,292 | $ 161,141 |
Additive Manufacturing | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 11,747 | 14,917 |
Injection Molding | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 21,734 | 25,210 |
CNC Machining | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 51,329 | 58,388 |
Precision Sheet Metal | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 39,161 | 55,307 |
Ancillary Product Lines | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 7,321 | $ 7,319 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Current Liabilities | ||
Disaggregation Of Revenue [Line Items] | ||
Deferred revenue | $ 683 | $ 767 |
Inventory - Summary of Inventor
Inventory - Summary of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory, Net [Abstract] | ||
Raw materials | $ 3,950 | $ 5,147 |
Work in process | 3,856 | 4,461 |
Finished goods | 2,508 | 3,648 |
Inventory, gross | 10,314 | 13,256 |
Allowance for obsolescence | (299) | (906) |
Total | $ 10,015 | $ 12,350 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 58,746 | $ 54,034 |
Accumulated depreciation | (12,469) | (6,331) |
Total | 46,277 | 47,703 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 43,045 | 39,516 |
Machinery and Equipment | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life | 6 years | |
Machinery and Equipment | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life | 10 years | |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 3,743 | 3,100 |
Estimated Useful Life | 10 years | |
Computer Equipment | ||
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 | $ 7,164 | 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 | $ 4,116 | 3,893 |
Auto / Transportation Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 318 | $ 312 |
Auto / Transportation Equipment | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Auto / Transportation Equipment | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated Useful Life | 5 years |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property Plant And Equipment [Line Items] | ||
Depreciation expense | $ 18,482 | $ 18,179 |
Operating Expense [Member] | ||
Property Plant And Equipment [Line Items] | ||
Depreciation expense | 1,202 | 845 |
Cost of Revenue [Member] | ||
Property Plant And Equipment [Line Items] | ||
Depreciation expense | $ 5,795 | $ 5,841 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill impairment | $ 0 | $ 1,189,518,000 | |||
Non-deductible, non-cash goodwill impairment charge basic per share | $ 1,066,564 | ||||
Non-deductible, non-cash goodwill impairment charge diluted per share | $ 1,066,564 | ||||
Additional impairment charge for remaining goodwill | $ 122,954,000 | ||||
Amortization expense | 18,140,000 | $ 18,209,000 | |||
Intangible assets other than goodwill with indefinite useful lives | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Schedule of Changes in the Carrying Amount of Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 1,189,464,000 | |
Measurement period adjustments | 54,000 | |
Goodwill impairment | $ 0 | $ (1,189,518,000) |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Schedule of Intangible Assets Other Than Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 270,000 | $ 270,000 |
Accumulated Amortization | (36,728) | (18,588) |
Net | 233,272 | 251,412 |
Trade Name [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | 70,000 | 70,000 |
Accumulated Amortization | (9,448) | (4,782) |
Net | $ 60,552 | $ 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 | (19,181) | (9,707) |
Net | $ 160,819 | $ 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 | (1,741) | (881) |
Net | $ 2,559 | $ 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 | (6,358) | (3,218) |
Net | $ 9,342 | $ 12,482 |
Useful Life (in years) | 5 years | 5 years |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Schedule of Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 18,140 | |
2025 | 18,140 | |
2026 | 18,041 | |
2027 | 14,140 | |
2028 | 14,140 | |
Thereafter | 150,671 | |
Total | $ 233,272 | $ 251,412 |
Warrant Liability - Additional
Warrant Liability - Additional Information (Details) | 12 Months Ended | ||||
Feb. 09, 2021 $ / shares | Dec. 31, 2023 $ / shares shares | Sep. 29, 2023 shares | Sep. 28, 2023 shares | Dec. 31, 2022 $ / shares shares | |
Class Of Warrant Or Right [Line Items] | |||||
Warrants to purchase common stock | shares | 926,216 | 18,524,320 | |||
Class A Common Stock [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Par value per share | $ 0.0001 | $ 0.0001 | |||
Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds36000 | |||||
Class Of Warrant Or Right [Line Items] | |||||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 360 | ||||
Public Warrants | |||||
Class Of Warrant Or Right [Line Items] | |||||
Class of warrants or rights outstanding (in shares) | shares | 431,216 | 431,216 | |||
Public Warrants | Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds36000 | |||||
Class Of Warrant Or Right [Line Items] | |||||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 360 | ||||
Redemption price per public warrant (in dollars per share) | $ 0.01 | ||||
Threshold trading days for redemption of public warrants | 20 days | ||||
Threshold consecutive trading days for redemption of public warrants | 30 days | ||||
Notice period | 3 days | ||||
Private Placement Warrants | |||||
Class Of Warrant Or Right [Line Items] | |||||
Class of warrants or rights outstanding (in shares) | shares | 495,000 | 495,000 | |||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||||
Warrant Liability | Class A Common Stock [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Par value per share | $ 0.0001 | ||||
Fair value measurements | 11.5 |
Warrant Liability - Summary of
Warrant Liability - Summary of Number of Outstanding Warrants and Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Class of Warrant or Right [Line Items] | ||
Fair value of warrants | $ 72 | $ 2,780 |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of outstanding warrants | 431,216 | 431,216 |
Fair value of warrants | $ 0 | $ 720 |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of outstanding warrants | 495,000 | 495,000 |
Fair value of warrants | $ 72 | $ 2,060 |
Reorganization - Additional Inf
Reorganization - Additional Information (Details) $ in Thousands | 12 Months Ended | ||||
Jan. 19, 2024 USD ($) Employee | Jul. 07, 2022 | Dec. 31, 2023 USD ($) Acquisition | Dec. 31, 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% | ||||
Incurred costs associated with the reorganization | $ 4,855 | ||||
Inventory write-off | 2,310 | $ 1,897 | |||
Restructuring charges | $ 1,460 | ||||
Additional workforce percentage | 14% | ||||
Subsequent Event [Member] | Miami Lakes, Florida Manufacturing Facility Closure [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 3,200 | ||||
Severance and other employee-related costs | 600 | ||||
Fixed asset and facility related write-down expenses | 2,400 | ||||
Other associated costs | 200 | ||||
Expected total cash expenditure | $ 800 | ||||
Lease expiration term | 2024-03 | ||||
Number of employees | Employee | 50 |
Reorganization - Summary of Lia
Reorganization - Summary of Liability Related to Company's Reorganization Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Liability balance at December 31, 2022 | $ 747 | $ 412 |
Charges | 1,460 | |
Payments | (1,125) | |
Liability balance at December 31, 2023 | $ 747 | $ 412 |
Debt - Additional Information (
Debt - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Feb. 16, 2024 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2026 | Jun. 30, 2026 | Mar. 31, 2026 | Dec. 31, 2025 | Sep. 30, 2025 | Jun. 30, 2025 | Mar. 31, 2025 | Dec. 31, 2024 USD ($) | Sep. 30, 2024 | Jun. 30, 2024 | Dec. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Nov. 30, 2023 USD ($) | Oct. 31, 2023 USD ($) | Dec. 23, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||||
Debt issuance costs gross | $ 713,000 | $ 1,237,000 | |||||||||||||||||
Amortization of debt issuance costs | 655,000 | $ 420,000 | |||||||||||||||||
Long term debt date of maturity | Dec. 31, 2026 | ||||||||||||||||||
Interest and debt expense | $ 15,541,000 | 8,882,000 | |||||||||||||||||
Financing agreement maturity period | 10 months | ||||||||||||||||||
Financing payments | $ 1,265,000 | ||||||||||||||||||
Financing fee | $ 35,000 | ||||||||||||||||||
Financing annual rate | 6.13% | ||||||||||||||||||
Interest on debt increments period | 90 days | ||||||||||||||||||
New Credit Agreement [Member] | Term Loan [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument face value | 50,000,000 | $ 50,000,000 | |||||||||||||||||
Credit Agreement [Member] | Term Loan [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument face value | $ 125,000,000 | ||||||||||||||||||
Fourth Amendment Credit Agreement [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 4.25% | ||||||||||||||||||
Increase decrease in term loan facility and revolving credit facility | 100,000,000 | $ 100,000,000 | |||||||||||||||||
Minimum EBITDA financial covenant | $ 1,500,000 | ||||||||||||||||||
Fourth Amendment Credit Agreement [Member] | Forecast [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest Coverage Ratio | 1.55 | 1.45 | 1.35 | 1.25 | 1.25 | 1.25 | 1.25 | 1.15 | 1.15 | ||||||||||
Net leverage ratio | 4 | 4.25 | 4.75 | 5.25 | 5.75 | 6.25 | 6.75 | 7.25 | 7.75 | 5 | |||||||||
Fourth Amendment Credit Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument face value | $ 50,000,000 | ||||||||||||||||||
Interest Coverage Ratio | 2.5 | ||||||||||||||||||
Net leverage ratio | 3.5 | ||||||||||||||||||
Maximum net leverage ratio | 4 | ||||||||||||||||||
Fourth Amendment and Amendment to Credit Agreement [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Customary arranger and lender consent fees | 76,000 | 76,000 | |||||||||||||||||
Revolving Credit Facility [Member] | Credit Agreement [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Line of credit maximum borrowing capacity | $ 50,000,000 | ||||||||||||||||||
Borrowings from credit agreement | $ 37,000,000 | 45,000,000 | 45,000,000 | $ 37,000,000 | |||||||||||||||
Revolving Credit Facility [Member] | Fourth Amendment Credit Agreement [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Minimum unrestricted cash and cash equivalents | 10,000,000 | $ 13,500,000 | 10,000,000 | $ 13,500,000 | $ 13,500,000 | ||||||||||||||
Revolving Credit Facility [Member] | Fourth Amendment Credit Agreement [Member] | Forecast [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Minimum unrestricted cash and cash equivalents | $ 6,000,000 | ||||||||||||||||||
Letter of Credit [Member] | Revolving Credit Facility [Member] | Fourth Amendment Credit Agreement [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Line of credit maximum borrowing capacity | $ 5,000,000 | $ 5,000,000 |
Debt - Schedule of Amendment to
Debt - Schedule of Amendment to Credit Agreement (Details) - Fourth Amendment Credit Agreement [Member] - Forecast [Member] | 3 Months Ended | |||||||||
Sep. 30, 2026 | Jun. 30, 2026 | Mar. 31, 2026 | Dec. 31, 2025 | Sep. 30, 2025 | Jun. 30, 2025 | Mar. 31, 2025 | Dec. 31, 2024 | Sep. 30, 2024 | Jun. 30, 2024 | |
Debt Instrument [Line Items] | ||||||||||
Interest Coverage Ratio | 1.55 | 1.45 | 1.35 | 1.25 | 1.25 | 1.25 | 1.25 | 1.15 | 1.15 | |
Debt Instruments Net Leverage Ratio | 4 | 4.25 | 4.75 | 5.25 | 5.75 | 6.25 | 6.75 | 7.25 | 7.75 | 5 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total principal long-term debt | $ 162,187 | $ 158,875 |
Debt issuance costs | (2,386) | (1,804) |
Total debt | 159,801 | 157,071 |
Less: current portion of long-term debt | 159,801 | 42,744 |
Long-term debt, net of current portion | $ 0 | $ 114,327 |
Credit Agreement Revolver [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 9.62% | 8.20% |
Principal debt | $ 45,000 | $ 37,000 |
Credit Agreement Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 9.70% | 8.43% |
Principal debt | $ 117,187 | $ 121,875 |
Debt - Schedule of Balances of
Debt - Schedule of Balances of Term Loan (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 117,187 |
Thereafter | 0 |
Total | $ 117,187 |
Other Income and Expense, Net -
Other Income and Expense, Net - Schedule of Other Income and Expense, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | ||
Loss on sale of assets | $ 6 | $ 24 |
Other | 88 | 326 |
Other expense | 94 | 350 |
Gain on sale of assets | (221) | |
Change in fair value of earnout shares | (6,754) | (66,790) |
Change in fair value of contingent consideration | (148) | |
Change in fair value of warrants | (2,708) | (31,120) |
Change in fair value of TRA | (27,828) | (600) |
Other | (9) | (281) |
Other income | $ (37,299) | $ (99,160) |
Share Based Compensation - Addi
Share Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-based compensation expense | $ 4,127 | $ 7,537 |
Total unrecognized compensation expense | $ 5,873 | |
Cost expected to be recognized, weighted average period | 1 year 7 months 6 days | |
Employee Stock Purchase Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Percentage of proceeds attributable to common units | 85% | |
Maximum percentage of employee eligible compensation to periodic payment of purchase price | 15% | |
Common stock purchased by employees under the plan | 25,545 | |
Average exercise price | $ 3.79 | |
Shares available for future issuance under the ESPP | 35,282 | |
Stock Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise term | 7 years | |
Average exercise price | $ 11.67 | |
Weighted average grant date fair value of options, granted | $ 11.67 | |
Stock Options [Member] | 2021 Omnibus Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Cost expected to be recognized, weighted average period | 1 year 9 months 3 days | |
Unrecognized compensation cost | $ 633 | |
Restricted Stock Units (RSU) [Member] | 2021 Omnibus Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Cost expected to be recognized, weighted average period | 1 year 6 months 10 days | |
Unrecognized compensation cost | $ 3,103 |
Share Based Compensation - Sche
Share Based Compensation - Schedule of Stock Option Valuation Assumptions (Details) - Stock Options [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term (years) | 4 years 6 months |
Expected volatility | 62% |
Expected dividend yield | 0% |
Risk-free interest rate | 3.51% |
Fair value of share | $ 0.32 |
Share Based Compensation - Summ
Share Based Compensation - Summary of Stock Option Activity (Details) - Stock Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Beginning balance | 15,853 | |
Number of Shares, Granted | 95,369 | |
Number of Shares, Forfeited | (37,370) | |
Number of Shares, Ending balance | 73,852 | 15,853 |
Weighted Average Exercise Price per Share, Beginning Balance | $ 174.13 | |
Weighted Average Exercise Price per Share, Granted | 11.67 | |
Weighted Average Exercise Price per Share, Forfeited | 31.17 | |
Weighted Average Exercise Price, Ending Balance | $ 36.68 | $ 174.13 |
Average Remaining Contractual Term, Granted | 7 years | |
Average Remaining Contractual Term | 6 years 18 days | 6 years 2 months 1 day |
Share Based Compensation - Sc_2
Share Based Compensation - Schedule of Non-vested Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Nonvested ,Share | shares | 308,862 |
Granted , Shares | shares | 174,431 |
Vested , Shares | shares | (24,226) |
Forfeited , Shares | shares | (33,317) |
Nonvested ,Shares | shares | 425,750 |
Nonvested | $ / shares | $ 185.63 |
Granted | $ / shares | 10.4 |
Vested | $ / shares | 174 |
Forfeited | $ / shares | 165.6 |
Nonvested | $ / shares | $ 95.17 |
Share Based Compensation - Sc_3
Share Based Compensation - Schedule of Employee Stock Purchase Plan Valuation Assumptions (Details) - Employee Stock Purchase Plan [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected volatility | 62.50% |
Expected dividend yield | 0% |
Risk-free interest rate | 3% |
Fair value of share | $ 4.81 |
Minimum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term (years) | 6 months |
Maximum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term (years) | 2 years |
Earnings Per Share - Scheduled
Earnings Per Share - Scheduled Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator | ||
Net income (loss) | $ 16,059 | $ (490,304) |
Class A Common Units [Member] | ||
Numerator | ||
Net income (loss) | (1,443) | (1,113,856) |
Less: Net loss attributable to non-controlling interests | (17,502) | (623,552) |
Net income (loss) attributable to Class A common stock | $ 16,059 | $ (490,304) |
Denominator | ||
Basic | 3,463,747 | 2,888,334 |
Assumed exchange for shares of Class A common stock | 3,359,195 | |
Diluted - weighted-average shares outstanding: | 6,822,942 | 2,888,334 |
Basic | $ 4.64 | $ (169.75) |
Diluted | $ 2.35 | $ (169.75) |
Shareholders' Equity and Nonc_3
Shareholders' Equity and Noncontrolling Interest - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 23, 2021 | |
Class Of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 25,000,000 | ||
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares outstanding | 0 | 0 | |
Fathom OpCo [Member] | |||
Class Of Stock [Line Items] | |||
Noncontrolling interest at fair value | $ 842,850 | ||
Noncontrolling interest Company owns | 51.45% | 37.60% | |
Noncontrolling interest, ownership percentage | 48.55% | 51.60% | 62.40% |
Class A Common Units [Member] | |||
Class Of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 15,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Common stock, shares outstanding | 3,526,432 | ||
Class B Common Units [Member] | |||
Class Of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 9,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Common stock, shares outstanding | 3,327,379 | ||
Class C Common Units [Member] | |||
Class Of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 500,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Common stock, shares outstanding | 0 | ||
Class A Common Stock [Member] | |||
Class Of Stock [Line Items] | |||
Common units voting rights | one-for-one basis for shares of Class A common stock | ||
Common stock, shares authorized (in shares) | 15,000,000 | 15,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares outstanding | 3,526,432 | 3,290,438 | |
Common Stock, Voting Rights | one vote per share | ||
Class B Common Stock [Member] | |||
Class Of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 9,000,000 | 9,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares outstanding | 3,327,379 | 3,507,653 | |
Common Stock, Voting Rights | one vote per share | ||
Class C Common Stock [Member] | |||
Class Of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 500,000 | 500,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares outstanding | 0 | 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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 23, 2021 | |
Noncontrolling Interest [Line Items] | |||
Fathom OpCo comprehensive loss | $ 16,059 | $ (490,411) | |
Comprehensive loss attributable to noncontrolling interest | (17,502) | (623,552) | |
Fathom OpCo [Member] | |||
Noncontrolling Interest [Line Items] | |||
Fathom OpCo comprehensive loss | $ (36,944) | $ (1,110,488) | |
Noncontrolling interest percentage | 48.55% | 51.60% | 62.40% |
Comprehensive loss attributable to noncontrolling interest | $ (17,502) | $ (623,552) |
Leases - Additional Information
Leases - Additional Information (Details) | Dec. 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 | Dec. 31, 2023 | Dec. 31, 2022 |
Assets [Abstract] | ||
Financing | $ 2,045 | $ 2,253 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Operating And Finance Lease Right Of Use Asset | Operating And Finance Lease Right Of Use Asset |
Total lease assets | $ 11,004 | $ 12,708 |
Liabilities, Current [Abstract] | ||
Operating | $ 1,883 | $ 2,174 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Operating And Finance Lease Liability Current | Operating And Finance Lease Liability Current |
Financing | $ 230 | $ 200 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Operating And Finance Lease Liability Current | Operating And Finance Lease Liability Current |
Liabilities, Noncurrent [Abstract] | ||
Operating | $ 7,285 | $ 8,958 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Operating And Finance Lease Liability Noncurrent | Operating And Finance Lease Liability Noncurrent |
Financing | $ 1,914 | $ 2,125 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Operating And Finance Lease Liability Noncurrent | Operating And Finance Lease Liability Noncurrent |
Total lease liability | $ 11,312 | $ 13,457 |
Prepaid Expenses and Other Current Assets [Member] | ||
Assets [Abstract] | ||
Operating | 63 | 143 |
Right-of-use Lease Assets, Net [Member] | ||
Assets [Abstract] | ||
Operating | $ 8,896 | $ 10,312 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs Included in Consolidated Statement of Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lease, Cost [Abstract] | ||
Operating lease cost | $ 2,802 | $ 3,295 |
Short-term lease cost | 13 | |
Finance lease cost | ||
Amortization of ROU assets | 252 | 218 |
Interest on lease liabilities | 136 | 136 |
Sublease income | (68) | (137) |
Total lease costs | $ 3,122 | $ 3,525 |
Weighted-average remaining lease term (years), Operating | 6 years | 6 years 7 months 6 days |
Weighted-average remaining lease term (years), Financing | 7 years 2 months 12 days | 8 years 1 month 6 days |
Weighted-average discount rate, Operating | 6.40% | 6% |
Weighted-average discount rate, Financing | 5.70% | 5.60% |
Leases - Summary of Maturities
Leases - Summary of Maturities of Leases (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating Leases | |
2024 | $ 2,417 |
2025 | 2,061 |
2026 | 1,634 |
2027 | 1,428 |
2028 | 902 |
Thereafter | 2,905 |
Total future lease payments | 11,347 |
Less: Discount | 2,179 |
Present value of lease liability | 9,168 |
Financing Leases | |
2024 | 345 |
2025 | 355 |
2026 | 358 |
2027 | 366 |
2028 | 362 |
Thereafter | 838 |
Total future lease payments | 2,624 |
Less: Discount | 480 |
Present value of lease liability | 2,144 |
Total | |
2024 | 2,762 |
2025 | 2,416 |
2026 | 1,992 |
2027 | 1,794 |
2028 | 1,264 |
Thereafter | 3,743 |
Total future lease payments | 13,971 |
Less: Discount | 2,659 |
Present value of lease liability | $ 11,312 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended |
Aug. 31, 2023 | Dec. 31, 2022 | |
Affiliate [Member] | ||
Related Party Transaction [Line Items] | ||
Related party transaction purchases from related party | $ 5,501 | $ 9,120 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Fair Value Measurement of Assets and Liabilities Based on Hierarchy (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | $ 208 | $ 14,370 |
Tax Receivable Agreement Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 4,000 | |
Fathom OpCo Acquisitions Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 700 | |
Sponsor Earnout Shares Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 20 | 930 |
Fathom Earnout Shares Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 116 | 5,960 |
Warrant Liability - Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 720 | |
Warrant liability – Private Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 72 | 2,060 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 720 | |
Level 1 | Warrant Liability - Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 720 | |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 208 | 13,650 |
Level 3 | Tax Receivable Agreement Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 4,000 | |
Level 3 | Fathom OpCo Acquisitions Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 700 | |
Level 3 | Sponsor Earnout Shares Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 20 | 930 |
Level 3 | Fathom Earnout Shares Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 116 | 5,960 |
Level 3 | Warrant liability – Private Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | $ 72 | $ 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 | 12 Months Ended | |
Dec. 31, 2023 USD ($) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value, Beginning Balance | $ 13,650 | |
Payments | (682) | |
Net (gain) loss | $ (12,760) | [1] |
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 | $ 208 | |
Tax Receivable Agreement Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value, Beginning Balance | 4,000 | |
Net (gain) loss | (4,000) | [1] |
Fair value, Ending Balance | 0 | |
Fathom OpCo Acquisitions Contingent Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value, Beginning Balance | 700 | |
Payments | (682) | |
Net (gain) loss | (18) | [1] |
Fair value, Ending Balance | 0 | |
Sponsor Earnout Shares Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value, Beginning Balance | 930 | |
Net (gain) loss | (910) | [1] |
Fair value, Ending Balance | 20 | |
Fathom Earnout Shares Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value, Beginning Balance | 5,960 | |
Net (gain) loss | (5,844) | [1] |
Fair value, Ending Balance | 116 | |
Warrant liability – Private Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value, Beginning Balance | 2,060 | |
Net (gain) loss | (1,988) | [1] |
Fair value, Ending Balance | $ 72 | |
[1] Net gains on changes in recurring level 3 fair value measurements are recognized in other income and net losses on change in recurring level 3 fair value measurements are recognized in other expense in our consolidated statement of comprehensive loss. |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) yr $ / shares | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Tax receivable agreement liability | $ 0 |
Tax receivable agreement gain | $ 28,270,000 |
Tax Receivable Agreement [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Corporate tax rate | 24.80% |
Non-controlling interest percentage | 48.70% |
Initial amortization deductions | $ 46,070,000 |
Taxable income forecast | $ 43,126,000 |
Tax Receivable Agreement [Member] | Class A Common Stock [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Business combination contingent consideration liability measurement input | 79 |
Stock price, per share | $ / shares | $ 4.46 |
Sale of stock price percentage | 25% |
Cost of debt percentage | 12.15% |
Earnout Shares [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Expected term | 2 years 11 months 23 days |
Risk-free interest rate | 3.97% |
Strike Price [Member] | Private Placement Warrants [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Fair value measurements | 230 |
Expected Term [Member] | Private Placement Warrants [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Fair value measurements | yr | 2.98 |
Volatility [Member] | Private Placement Warrants [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Fair value measurements | 97 |
Operating Asset Volatility [Member] | Earnout Shares [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Volatility | 58.40% |
Equity Volatility [Member] | Earnout Shares [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Volatility | 97% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Federal | |
Income Tax Contingency [Line Items] | |
Net operating loss carryforwards | $ 21,700 |
State | |
Income Tax Contingency [Line Items] | |
Net operating loss carryforwards | $ 27,610 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current Expense (Benefit) | ||
State | $ 140 | $ 0 |
Federal | (219) | 250 |
Current Federal, State and Local, Tax Expense (Benefit), Total | (79) | 250 |
Deferred tax benefit | ||
State | 0 | (1,564) |
Federal | 0 | (5,348) |
Deferred Federal, State and Local, Tax Expense (Benefit), Total | 0 | (6,912) |
Total | $ (79) | $ (6,662) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Expected Statutory Federal Tax and the Total Income Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate (21%) | $ (324) | $ (235,309) |
State income taxes, net of federal benefit | 140 | (2,910) |
Non-controlling interest in Fathom Holdco, LLC | 3,835 | 130,904 |
Remeasurement of Fathom and Sponsor earnout shares | (1,418) | (14,026) |
Remeasurement of TRA and warrant liability | (1,357) | (6,661) |
Valuation allowance | (869) | 10,369 |
Goodwill impairment | 0 | 104,768 |
Other | (86) | 6,203 |
Total | $ (79) | $ (6,662) |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of the Expected Statutory Federal Tax and the Total Income Tax Benefit (Parenthetical) (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate percentage | 21% | 21% |
Income Taxes - Summary of Tax E
Income Taxes - Summary of Tax Effect of Temporary Differences to Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Net operating losses | $ 5,559 | $ 2,575 |
Transaction costs | 548 | 680 |
Interest expense carryforwards | 2,950 | 898 |
Stock based compensation | 1,077 | 741 |
Investment in Fathom Holdco LLC | 2,981 | 8,586 |
Other | 6 | 7 |
Total deferred tax assets | 13,121 | 13,487 |
Valuation allowance | (13,121) | (13,487) |
Total deferred tax assets after valuation allowance | 0 | 0 |
Deferred tax liabilities | ||
Total deferred tax liabilities | 0 | 0 |
Total net deferred tax liabilities | $ 0 | $ 0 |
Variable Interest Entity - Summ
Variable Interest Entity - Summary of Total Assets, Liabilities, and Equity of the Company's Consolidated VEI (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Variable Interest Entity [Line Items] | ||
Total assets | $ 329,763 | $ 367,147 |
Total liabilities | 188,811 | 226,544 |
Total equity | 72,550 | 50,045 |
Variable Interest Entity, Primary Beneficiary [Member] | ||
Variable Interest Entity [Line Items] | ||
Total assets | 329,493 | 370,245 |
Total liabilities | 188,603 | 191,514 |
Total equity | $ 140,890 | $ 178,731 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Apr. 01, 2024 USD ($) | Feb. 16, 2024 USD ($) $ / shares | Jan. 19, 2024 USD ($) Employee | Sep. 30, 2026 | Jun. 30, 2026 | Mar. 31, 2026 | Dec. 31, 2025 | Sep. 30, 2025 | Jun. 30, 2025 | Mar. 31, 2025 | Dec. 31, 2024 USD ($) | Sep. 30, 2024 | Jun. 30, 2024 | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Nov. 30, 2023 USD ($) | Oct. 31, 2023 USD ($) | Feb. 17, 2023 | |
Subsequent Event [Line Items] | ||||||||||||||||||
Additional workforce percentage | 14% | |||||||||||||||||
Restructuring charges | $ 1,460,000 | |||||||||||||||||
Fourth Amendment Credit Agreement [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Minimum EBITDA financial covenant | $ 1,500,000 | |||||||||||||||||
Fourth Amendment Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Minimum unrestricted cash and cash equivalents | $ 13,500,000 | $ 10,000,000 | $ 13,500,000 | $ 13,500,000 | ||||||||||||||
Unsecured Promissory Note and Guarantee Agreement [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Proceeds from issuance of long term debt | $ 2,500,000 | |||||||||||||||||
Forecast [Member] | Fourth Amendment Credit Agreement [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Interest coverage ratio | 1.55 | 1.45 | 1.35 | 1.25 | 1.25 | 1.25 | 1.25 | 1.15 | 1.15 | |||||||||
Net leverage ratio | 4 | 4.25 | 4.75 | 5.25 | 5.75 | 6.25 | 6.75 | 7.25 | 7.75 | 5 | ||||||||
Forecast [Member] | Fourth Amendment Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Minimum unrestricted cash and cash equivalents | $ 6,000,000 | |||||||||||||||||
Subsequent Event [Member] | Fathom Digital Manufacturing Intermediate, LLC [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Merger, share price | $ / shares | $ 4.75 | |||||||||||||||||
Subsequent Event [Member] | Fourth Amendment Credit Agreement [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Interest coverage ratio | 2.5 | |||||||||||||||||
Net leverage ratio | 3.5 | |||||||||||||||||
Maximum net leverage ratio | 4 | |||||||||||||||||
Term loan Paydown amount | $ 50,000,000 | |||||||||||||||||
Subsequent Event [Member] | Unsecured Promissory Note and Guarantee Agreement [Member] | Term Loan [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Term loan Paydown amount | $ 2,500,000 | |||||||||||||||||
Term loan maturity date | Sep. 30, 2024 | |||||||||||||||||
Term loan interest rate | 5% | |||||||||||||||||
Subsequent Event [Member] | Miami Lakes, Florida Manufacturing Facility Closure [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Restructuring charges | $ 3,200,000 | |||||||||||||||||
Severance and other employee-related costs | 600,000 | |||||||||||||||||
Fixed asset and facility related write-down expenses | 2,400,000 | |||||||||||||||||
Other associated costs | 200,000 | |||||||||||||||||
Expected total cash expenditure | $ 800,000 | |||||||||||||||||
Lease expiration term | 2024-03 | |||||||||||||||||
Number of employees | Employee | 50 |