Fathom Digital Manufacturing Corporation - Ordinary Shares (FATH) 10-Q 15 May 24 2024 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2024	May 13, 2024
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
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
Entity Current Reporting Status	Yes
Entity File Number	001-39994
Entity Tax Identification Number	40-0023833
Entity Address, Address Line One	1050 Walnut Ridge Drive
Entity Address, City or Town	Hartland
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53029
City Area Code	262
Local Phone Number	367-8254
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	DE
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NYSE
Document Quarterly Report	true
Document Transition Report	false
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		3,540,421
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		3,327,379

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands		Mar. 31, 2024	Dec. 31, 2023
Current assets
Cash		$ 2,276	$ 5,573
Accounts receivable, net	[1]	20,730	21,518
Inventory		10,226	10,015
Prepaid expenses and other current assets		2,641	2,025
Total current assets		35,873	39,131
Property and equipment, net		43,041	46,277
Right-of-use lease assets, net		10,424	10,941
Intangible assets, net		228,737	233,272
Other non-current assets		142	142
Total assets		318,217	329,763
Current liabilities
Accounts payable		13,375	9,018
Accrued expenses		8,658	7,780
Current lease liability		2,084	2,113
Other current liabilities		496	692
Current portion of debt, net		156,856	159,801
Total current liabilities		181,469	179,404
Fathom earnout shares liability		116	116
Sponsor earnout shares liability		20	20
Warrant liability		72	72
Noncurrent lease liability		8,664	9,199
Total liabilities		190,341	188,811
Commitments and Contingencies:
Contingently Redeemable Preferred Equity:
Redeemable non-controlling interest in Fathom OpCo		62,015	68,402
Shareholders’ equity
Preferred stock, $0.0001 par value; 500,000 shares authorized; 0 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		0	0
Additional paid-in-capital		595,071	594,401
Accumulated other comprehensive loss		(107)	(107)
Accumulated deficit		(529,103)	(521,744)
Shareholders' equity attributable to Fathom Digital Manufacturing Corporation		65,861	72,550
Total Liabilities, Shareholders' Equity and Redeemable Non-Controlling Interest		318,217	329,763
Class A Common Stock [Member]
Shareholders’ equity
Common stock		0	0
Class B Common Stock [Member]
Shareholders’ equity
Common stock		0	0
Class C Common Stock [Member]
Shareholders’ equity
Common stock		$ 0	$ 0
[1] Inclusive of allowance for expected credit losses of $ 635 and $ 575 as of March 31, 2024 and December 31, 2023, respectively

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
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	$ 635	$ 575
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)	3,530,441	3,526,432
Common stock, shares outstanding	3,530,441	3,526,432
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	3,327,379
Common stock, shares outstanding	3,327,379	3,327,379
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

Condensed Consolidated Statemen

Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2024	Mar. 31, 2023
Revenue		$ 29,195	$ 35,007
Cost of revenue	[1],[2]	21,229	24,010
Gross profit		7,966	10,997
Operating expenses
Selling, general, and administrative		10,506	10,771
Depreciation and amortization		4,621	4,576
Restructuring		535	650
Property and equipment impairment		2,000
Total operating expenses		17,662	15,997
Operating loss		(9,696)	(5,000)
Interest expense and other expense (income)
Interest expense		4,229	3,470
Other expense		10	365
Other income		(11)	(6,610)
Total interest expense and other expense (income), net		4,228	(2,775)
Net loss before income tax		(13,924)	(2,225)
Income tax expense		17	55
Net loss		(13,941)	(2,280)
Net loss attributable to Fathom OpCo non-controlling interest		(6,582)	(3,911)
Net (loss) income attributable to controlling interest		(7,359)	1,631
Comprehensive (loss) income, net of tax		$ (7,359)	$ 1,631
Class A Common Stock [Member]
Net (loss) income per share attributable to shares of Class A common stock
Basic	[3]	$ (2.21)	$ 0.49
Diluted	[3]	$ (2.21)	$ 0.24
Weighted average shares outstanding
Basic	[3]	3,329,639	3,352,386
Diluted	[3]	3,329,639	6,806,212
[1] Inclusive of $ 1,697 and $ 1,503 of depreciation and amortization for the three months ended March 31, 2024 and March 31, 2023, respectively; Inclusive of $ 0 and $ 1,732 of cost of revenue related to inventory purchases from a related party for the three months ended March 31, 2024 and March 31, 2023, respectively; Periods presented have been adjusted to reflect the 20-for-1 reverse stock split effective on September 28, 2023. Additional information regarding the reverse stock split may be found in Note 2- Basis of Presentation.

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cost, depreciation and amortization	$ 1,697	$ 1,503
Cost, inventory purchases from related party	$ 0	$ 1,732

Condensed Consolidated Statem_3

Condensed Consolidated Statement of Shareholders' Equity and Redeemable Non-Controlling Interest (Unaudited) - USD ($) $ in Thousands		Total	Common Stock Class A Common Shares	Common Stock Class B Common Shares	Additional Paid-in Capital	Accumulated Deficit	Acumulated Other Comprehensive Loss	Redeemable Non-controlling Interest
Shareholders' equity beginning balance at Dec. 31, 2022		$ 50,045			$ 587,955	$ (537,803)	$ (107)
Shareholders' equity beginning balance (in shares) at Dec. 31, 2022	[1]		3,290,438	3,507,653
Opening Balance, Value, Redeemable Noncontrolling Interest at Dec. 31, 2022								$ 90,558
Equity based compensation		1,093			1,093
Shareholders' equity ending balance at Mar. 31, 2023		54,746				(536,172)		82,170
Net income (loss)		1,631				1,631		(3,911)
Vesting of restricted shares, net of tax withholding (in shares)	[1]		13,874
Exchange of Class B common stock and Fathom Opco units (in shares)	[1]		173,014	(173,014)
Non-controlling interest remeasurement		4,477			4,477			(4,477)
Tax receivable agreement liability on capital transactions		(2,500)			(2,500)
Shareholders' equity ending balance at Mar. 31, 2023		54,746			591,025	(536,172)	(107)
Shareholders' equity ending balance (in shares) at Mar. 31, 2023	[1]		3,477,326	3,334,639
Closing Balance, Value, Redeemable Noncontrolling Interest at Mar. 31, 2023								82,170
Shareholders' equity beginning balance at Dec. 31, 2023		72,550			594,401	(521,744)	(107)
Shareholders' equity beginning balance (in shares) at Dec. 31, 2023			3,526,432	3,327,379
Opening Balance, Value, Redeemable Noncontrolling Interest at Dec. 31, 2023		68,402						68,402
Equity based compensation		865			865
Shareholders' equity ending balance at Mar. 31, 2024		65,861
Net income (loss)		(7,359)				(7,359)		(6,582)
Vesting of restricted shares, net of tax withholding (in shares)			4,009
Non-controlling interest remeasurement		(195)			(195)			195
Shareholders' equity ending balance at Mar. 31, 2024		65,861			$ 595,071	$ (529,103)	$ (107)
Shareholders' equity ending balance (in shares) at Mar. 31, 2024			3,530,441	3,327,379
Closing Balance, Value, Redeemable Noncontrolling Interest at Mar. 31, 2024		$ 62,015						$ 62,015
[1] Periods presented have been adjusted to reflect the 20-for-1 reverse stock split effective on September 28, 2023. Additional information regarding the reverse stock split may be found in Note 2- Basis of Presentation.

Condensed Consolidated Statem_4

Condensed Consolidated Statement of Shareholders' Equity and Redeemable Non-Controlling Interest (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2024	Mar. 31, 2023
Class A Common Shares
Common stock, par value (in dollars per share)	$ 0.0001
Class B Common Shares
Common stock, par value (in dollars per share)	0.0001
Common Stock | Class A Common Shares
Common stock, par value (in dollars per share)	0.0001	$ 0.0001
Common Stock | Class B Common Shares
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001

Condensed Consolidated Statem_5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities
Net (loss) income attributable to controlling interest	$ (7,359)	$ 1,631
Adjustments to reconcile net (loss) income to net cash from operating activities:
Depreciation and amortization	6,318	6,079
Share-based compensation	865	1,093
Noncash lease expense, net	407	151
Bad debt expense		(108)
Property and equipment impairment	2,000
Non-controlling interest share of Fathom OpCo net loss	(6,582)	(3,911)
Change in fair value of Fathom earnout shares liability		(4,180)
Change in fair value of Sponsor earnout shares liability		(650)
Change in fair value of warrant liability	0	(1,780)
Change in fair value of tax receivable agreement		300
Amortization of debt financing costs	254	131
Changes in operating assets and liabilities that provided cash:
Accounts receivable	788	2,474
Inventory	(211)	(105)
Prepaid expenses and other assets	(616)	78
Accounts payable	4,089	(1,228)
Accrued liabilities and other	310	525
Net cash provided by operating activities	263	500
Cash Flows from Investing Activities
Purchase of property and equipment	(277)	(1,917)
Net cash used in investing activities	(277)	(1,917)
Cash Flows from Financing Activities
Proceeds from revolving credit facility, net		5,000
Payments on debt	(3,125)	(1,563)
Payments on finance leases	(82)	(80)
Payment of debt issuance costs	(76)	(524)
Net cash (used in) provided by financing activities	(3,283)	2,833
Net (decrease) increase in cash	(3,297)	1,416
Cash, beginning of period	5,573	10,713
Cash, end of period	2,276	12,129
Supplemental Cash Flows Information:
Cash paid for interest	3,968	3,060
Cash paid for taxes	$ 17	433
Cash paid to related parties		2,112
Significant Non-Cash Transactions:
Property and equipment noncash transaction		$ 788

Nature of Business

Nature of Business	3 Months Ended
	Mar. 31, 2024
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”). Capitalized terms used but not otherwise defined herein have the meanings given to such terms in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, as amended by Amendment No.1. thereto (the "2023 Form 10-K").

Basis of Presentation

Basis of Presentation	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Note 2. Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Fathom Digital Manufacturing Corporation and all majority-owned subsidiaries and entities in which a controlling interest is maintained. All significant intercompany transactions and balances have been eliminated in consolidation. The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim reports. Accordingly, they do not include all the information and notes required by GAAP for complete financial statements and should be read in conjunction with the audited financial statements included in our 2023 Form 10-K. The Company's annual reporting period is the calendar year. In the Company’s opinion, the unaudited condensed consolidated financial statements contain all adjustments, consisting of adjustments of a normal, recurring nature, necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2024, are not necessarily indicative of the results to be expected for the full year. The preparation of financial statements in accordance with GAAP requires management to make estimates, judgments, and assumptions that affect the amounts reported in the financial statements. Actual results may differ from those estimates, judgments, and assumptions. Amounts in the prior years' unaudited condensed consolidated financial statements are reclassified whenever necessary to conform to the current year's presentation. The unaudited condensed consolidated financial statements included in this Quarterly 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 (as defined below) due July 31, 2024 (or, if earlier, on the date the pending Merger (as defined below) is consummated or the date that the Merger Agreement (as defined below) and related transaction documents are terminated), the Company will need to obtain sufficient qualified equity capital or otherwise restructure or refinance the Company's Credit Agreement (the "Credit Agreement"). In connection with the execution of the Merger Agreement, CORE Industrial Partners Fund L.L.P. and CORE Industrial Partners Fund I Parallel. L.P. (the "CORE Investors") and their managing partner, an affiliate of CORE Industrial Partners, entered into that certain Equity Commitment Letter (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 unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Recently Adopted Accounting Standards In November 2023, the Financial Accounting Standards Board's ("FASB") issued Accounting Standard Update ("ASU") 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. The Company is required to adopt this guidance for its annual year end December 31, 2024 and all interim periods thereafter using a retrospective approach to all periods presented. Early adoption is permitted. The Company is evaluating the impact of this guidance on its disclosures. 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. 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 we re 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 unaudited condensed consolidated financial statements and the accompanying notes, have been retrospectively adjusted to reflect the Reverse Stock Split for all periods presented.

Immaterial Error Correction of

Immaterial Error Correction of Previously Issued Financial Statements	3 Months Ended
	Mar. 31, 2024
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 three months ended March 31, 2024. These adjustments corrected our cost of revenue and inventory for errors identified in the prior year inventory quantities, valuations, 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. A summary of the adjustments to our prior period unaudited condensed consolidated statement of comprehensive income is presented below: Three Months Ended March 31, 2023 As Reported Adjustments As Adjusted Revenue $ 35,007 $ - $ 35,007 Cost of revenue 23,062 948 24,010 Gross profit 11,945 948 10,997 Operating loss ( 4,052 ) 948 ( 5,000 ) Net loss before income tax ( 1,277 ) 948 ( 2,225 ) Income tax expense 55 - 55 Net loss ( 1,332 ) 948 ( 2,280 ) Net loss attributable to Fathom OpCo non-controlling interest ( 3,447 ) ( 464 ) ( 3,911 ) Net income (loss) attributable to controlling interest 2,115 ( 484 ) 1,631 Comprehensive income (loss): Comprehensive income (loss), net of tax $ 2,115 $ ( 484 ) $ 1,631 Earnings per Share: Net income per share attributable to shares of Class A common stock Basic (1) $ 0.63 $ - $ 0.49 Diluted (1) $ 0.31 $ - $ 0.24 Weighted average Class A common shares outstanding Basic (1) 3,352,386 - 3,352,386 Diluted (1) 6,806,212 - 6,806,212 (1) Periods presented have been adjusted to reflect the 20-for-1 reverse stock split effective on September 28, 2023. Additional information regarding the reverse stock split may be found in Note 2- Basis of Presentation. The following table presents the effect of the adjustments to our prior period unaudited condensed consolidated statement of cash flows. Three Months Ended March 31, 2023 As Reported Adjustments As Adjusted Cash Flows from Operating Activities Net income (loss) attributable to controlling interest $ 2,115 $ ( 484 ) $ 1,631 Adjustments to reconcile net income to net cash from operating activities: Non-controlling interest share of Fathom OpCo net loss ( 3,447 ) ( 464 ) ( 3,911 ) Inventory ( 1,053 ) 948 ( 105 ) Net cash provided by operating activities 500 - 500 Net cash used in investing activities ( 1,917 ) - ( 1,917 ) Net cash provided by financing activities 2,833 - 2,833 Net increase in cash 1,416 - 1,416 Cash, beginning of period 10,713 - 10,713 Cash, end of period $ 12,129 $ - $ 12,129 The following table presents the effect of the adjustments to our prior period unaudited condensed consolidated statement of shareholders' equity and redeemable non-controlling interest. March 31, 2023 As Reported (1) Adjustments As Adjusted Accumulated deficit $ ( 535,688 ) $ ( 484 ) $ ( 536,172 ) Redeemable non-controlling Interest 82,634 ( 464 ) 82,170 Shareholders' equity attributable to Fathom 55,230 ( 484 ) 54,746 (1) The As Reported amounts were impacted by the 2022 immaterial error corrections related to inventory as disclosed in the 2023 Form 10-K.

Revenue

Revenue	3 Months Ended
	Mar. 31, 2024
Revenue from Contract with Customer [Abstract]
Revenue	Note 4. Revenue The Company accounts for revenue in accordance with ASC 606 . Revenue is recognized in five steps. The Company identifies the contract with the customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to the performance obligations, and recognizes revenue when (or as) each performance obligation is satisfied. Collectability is a required component of a valid contract. The Company assesses collectability based on a number of factors, including the customer’s past payment history and current creditworthiness. If collectability is not considered probable at inception, the Company would recognize revenue upon cash collection. The Company provides high quality, advanced rapid prototyping, precision manufacturing and finishing services in low-to-mid volume production scenarios. The Company’s suite of on-demand digital manufacturing services includes additive manufacturing, machining, and molding technologies as well as sheet metal cutting, etching, and forming solutions for customers in the aerospace and defense, electronics, medical, automotive, consumer, and industrial industries, among others. As a result, the majority of revenue recognized in a reporting period is based on completed, invoiced contracts. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606. Substantially all of the Company’s Additive Manufacturing, CNC Machining, Urethane Casting, Precision Sheet Metal, and Chemical Etching contracts have a single performance obligation 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. Prior to 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-Q. 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. Revenue by product line for the three months ended March 31, 2024 and March 31, 2023 as follows: Three Months Ended March 31, 2024 March 31, 2023 Additive Manufacturing $ 2,172 $ 3,588 Injection Molding 4,297 4,679 CNC Machining 11,549 14,230 Precision Sheet Metal 8,474 10,383 Ancillary Product Lines 2,703 2,127 Total revenue $ 29,195 $ 35,007

Inventories

Inventories	3 Months Ended
	Mar. 31, 2024
Inventory Disclosure [Abstract]
Inventories	Note 5. Inventories Inventory consists primarily of finished goods, raw materials, and work in process, which are recorded at the lower of cost or net realizable value, which approximates first-in, first-out (“FIFO”) cost. The Company periodically reviews its inventory for slow-moving, damaged, and discontinued items and provides allowances to reduce such items identified to their net recoverable amounts. The Company’s inventory consisted of the following at March 31, 2024 and December 31, 2023: March 31, 2024 December 31, 2023 Raw materials $ 3,785 $ 3,950 Work in process 3,979 3,856 Finished goods 2,761 2,508 10,525 10,314 Allowance for obsolescence ( 299 ) ( 299 ) Total $ 10,226 $ 10,015

Property and Equipment

Property and Equipment	3 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
Property and Equipment	Note 6. Property and Equipment Property and equipment consisted of the following as of March 31, 2024 and December 31, 2023: March 31, 2024 December 31, Estimated Useful Life Machinery and equipment $ 41,125 $ 43,045 6 - 10 Furniture and fixtures 4,251 3,743 10 Computer hardware 360 360 5 Property and leasehold improvements 7,198 7,164 3 - 23 Construction in progress 3,908 4,116 n/a Auto / transportation equipment 318 318 3 Total 57,160 58,746 Accumulated depreciation ( 14,119 ) ( 12,469 ) Total $ 43,041 $ 46,277 Depr eciation expense included in operating expenses was $ 301 and $ 256 for the three months ended March 31, 2024 and March 31, 2023, respectively. Depreciation expense included in cost of revenues was $ 1,482 , and $ 1,288 for the three months ended March 31, 2024 and March 31, 2023, respectively. For the three months ended March 31, 2024, the Company recorded a $ 2,000 impairment charge on machinery and equipment at our Miami Lakes facility. See Note 8. Restructuring, for additional information. .

Intangible Assets, Net

Intangible Assets, Net	3 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets, net	Note 7. Intangible Assets, net Intangible assets, net consisted of the following: March 31, 2024 Gross Accumulated Amortization Net Useful Life Trade name $ 70,000 $ ( 10,615 ) $ 59,385 15 Customer relationships 180,000 ( 21,550 ) $ 158,450 19 Developed software 4,300 ( 1,956 ) $ 2,344 5 Developed technology 15,700 ( 7,142 ) $ 8,558 5 Total intangible assets $ 270,000 $ ( 41,263 ) $ 228,737 December 31, 2023 Gross Accumulated Amortization Net Useful Life 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 Aggregate amortization expense related to intangible assets was $ 4,535 and $ 4,535 for the three months ended March 31, 2024 and March 31, 2023, respectively. There are no intangible assets with indefinite useful lives . The following table represents the estimated aggregate amortization expense for each of the five succeeding fiscal calendar years and thereafter. Year ended Total Remaining 2024 $ 13,605 2025 18,140 2026 18,041 2027 14,140 2028 14,140 Thereafter 150,671 Total $ 228,737

Reorganization

Reorganization	3 Months Ended
	Mar. 31, 2024
Reorganizations [Abstract]
Reorganization	Note 8. Reorganization In 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. 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 of 2023, 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. 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. The Company expects to incur pre-tax charges related to the closure totaling approximately $ 2,800 , of which $ 2,535 were incurred through March 31, 2024, consisting of the $ 2,000 property and equipment impairment charge and $ 535 of accrued severance costs. We expect to record the remaining closure-related charges in the second quarter of 2024. The total cash expenditures associated with the closure are expected to be approximately $ 800 . The facility in Miami Lakes, which is the subject of a lease expiring on May 31, 2024 , currently employs approximately 50 people. Reorganizing charges are presented on the face of our condensed consolidated statement of comprehensive (loss) income as an operating expense. For the three months ended March 31, 2024 and March 31, 2023, the Company has incurred costs associated with the Reorganization of $ 535 and $ 650 , respectively. The following table summarizes activity in the liability related to the Company's Reorganization plan. Liability balance at December 31, 2023 $ 747 Charges 427 Payments ( 187 ) Liability balance at March 31, 2024 $ 987 The Reorganization liability is included as part of other current liabilities in the unaudited consolidated balance sheet and as of March 31, 2024 and consists of unpaid employee termination costs of $ 987 . As of March 31, 2024, the Company determined it is probable that certain long-lived assets at our Miami Lakes facility, namely machinery and equipment, were impaired. These long-lived assets were considered for held for sale classification, but the criteria were not met due to the continued completion of existing orders and as such the assets were not immediately available for sale. The Company performed a recoverability test and subsequently performed a discounted cashflow analysis, including anticipated proceeds from the sale of property and equipment, which resulted in us recording an impairment charge of $ 2,000 on machinery and equipment in the three months ended March 31, 2024.

Warrant Liability

Warrant Liability	3 Months Ended
	Mar. 31, 2024
Warrants and Rights Note Disclosure [Abstract]
Warrant Liability	Note 9. Warrant Liability As of March 31, 2024, the Company had 431,216 Public Warrants outstanding with a fair value price of $ 0.00 per Public Warrant, and 495,000 Private Placement Warrants outstanding with a fair value price of $ 0.39 per Private Placement Warrant. Each reporting period the Public and Private Warrants are fair valued with the change in the fair value being recognized in the unaudited condensed consolidated statement of comprehensive loss. The change in the fair value was $ 0 and $ 1,780 for the three months ended March 31, 2024 and March 31, 2023, respectively, and is recognized in other income in the unaudited condensed consolidated statement of comprehensive loss. On September 21, 2023, the New York Stock Exchange (“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 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 Warrants due to “abnormally low” trading price levels. As such, the Public Warrants were determined to continue to have no value as of March 31, 2024. The below table summarizes the number of outstanding Warrants and their fair values as of March 31, 2024 and December 31, 2023. See Note 16, Fair Value Measurement, for additional information. Fair Value # of Warrants March 31, 2024 Public Warrants $ - 431,216 Private Placement Warrants $ 72 495,000 Fair Value # of Warrants December 31, 2023 Public Warrants $ - 431,216 Private Placement Warrants $ 72 495,000

Debt

Debt	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Debt	Note 10. Debt 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 at March 31, 2024 and December 31, 2023, 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 Fourth 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 March 31, 2024 and December 31, 2023. See Note 2. Basis of Presentation for additional information. As previously disclosed, the Credit Agreement was amended in November 2022, March 2023, and November 2023, in each case to, among other things, modify certain financial covenants in the Credit Agreement. On February 16, 2024, the Company entered into a Fourth Amendment to the Credit Agreement (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 June 30, 2024, to not exceed the applicable ratio set forth opposite such fiscal quarter below: Fiscal Quarter Net Leverage Ratio Fiscal quarter ending on 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 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 $ 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 $ 76 for the three months ended March 31, 2024 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 condensed consolidated balance sheets. The Company amortizes the deferred financing costs using the effective interest method. The revolving credit facility under the Credit Agreement is available for working capital and other general corporate purposes and includes a letter of credit sub-facility of up to $ 5,000 . The Credit Agreement also includes an uncommitted incremental facility, which, subject to certain conditions, provides for additional term loan facilities, an increase in commitments under the Credit Agreement and/or an increase in commitments under the revolving credit facility, in an aggregate amount of up to $ 100,000 . The Company’s debt as of March 31, 2024, and December 31, 2023, is as follows: As of March 31, 2024 As of December 31, 2023 Debt Description Interest Rate Amount Interest Rate Amount Credit Agreement Revolver 9.66 % $ 45,000 9.62 % $ 45,000 Credit Agreement Term Loan 9.68 % 114,062 9.70 % 117,187 Total principal long-term debt 159,062 162,187 Debt issuance costs ( 2,206 ) ( 2,386 ) Total debt 156,856 159,801 Less: current portion of long-term debt 156,856 159,801 Long-term debt, net of current portion $ - $ - Interest on all debt is payable in 90 day increments, with the unpaid amount due upon maturity. Interest expense associated with long-term debt was $ 4,222 and $ 3,470 for the three months ended March 31, 2024 and March 31, 2023, respectively. Included in interest expense, net on the accompanying unaudited consolidated statements of comprehensive income is amortization of debt issuance costs were $ 254 and $ 131 for the three months ended March 31, 2024 and March 31, 2023, 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) Expense

Other (Income) Expense	3 Months Ended
	Mar. 31, 2024
Other Income and Expenses [Abstract]
Other (Income) Expense	Note 11. Other (Income) Expense Other income and expense, net consists of the following for the three months ended March 31, 2024 and March 31, 2023. Three Months Ended March 31, 2024 March 31, 2023 Change in fair value of TRA $ - $ 300 Other 10 65 Other expense $ 10 $ 365 Change in fair value of Earnout Shares - ( 4,830 ) Change in fair value of Warrants - ( 1,780 ) Other ( 11 ) - Other income $ ( 11 ) $ ( 6,610 )

Shared Based Compensation

Shared Based Compensation	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Shared Based Compensation	Note 12. Shared Based Compensation On December 23, 2021, the Company adopted the Fathom Digital Manufacturing 2021 Omnibus Incentive Plan (the "2021 Omnibus Plan") to encourage the profitability and growth of the Company through short-term and long-term incentives to employees that are consistent with the Company's objectives. The 2021 Omnibus Plan provides that the Company may grant options, stock appreciation rights, restricted shares, restricted stock units, performance-based awards (including performance-based restricted shares and restricted stock units), other share-based awards, other cash-based awards, and any combination of the foregoing. Stock Options The following table represents stock option activity for the period ended March 31, 2024. Number of Shares Weighted Average Exercise Price per Share Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2024 73,852 $ 36.68 6.05 $ - Granted - - - - Exercised - - - - Forfeited ( 1,728 ) 177.80 - - Expired - - - - Non-vested at March 31, 2024 72,124 $ 33.30 5.95 $ - Exercisable at March 31, 2024 6,536 $ 171.88 4.92 $ - At March 31, 2024, there was approximately $ 531 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 1.55 years as of March 31, 2024. The Company uses authorized and unissued shares to satisfy share award exercises. Restricted Stock Units A summary of the status of the Company's restricted stock unit activity and the changes during the three months ended March 31, 2024 are as follows: Shares Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Non-vested at January 1, 2024 425,750 $ 95.17 $ - Granted - - - Vested ( 5,148 ) 179.55 - Forfeited ( 4,120 ) 31.47 - Non-vested at March 31, 2024 416,482 $ 94.60 $ - At March 31, 2024, there was approximat ely $ 2,210 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 1.26 years as of March 31, 2024. Share Based Compensation Expense Total stock based compensation expenses was $ 865 and $ 1,093 for t he three months ended March 31, 2024 and 2023, respectively. Employee Share Purchase Plan 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 didn't purchase any shares of common stock under the ESPP during the three months ended March 31, 2024. As of March 31,2024, 35,282 shares remained available for future issuance under the ESPP.

Earnings Per Share

Earnings Per Share	3 Months Ended
	Mar. 31, 2024
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 for the three months ended March 31, 2024, 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: Three Months Ended March 31, 2024 March 31, 2023 Class A Class A Numerator Net loss $ ( 13,941 ) $ ( 2,280 ) Less: Net loss attributable to non-controlling interests ( 6,582 ) ( 3,911 ) Net (loss) income attributable to Class A common stock $ ( 7,359 ) $ 1,631 Denominator Basic - weighted-average shares outstanding 3,329,639 3,352,386 Effect of dilutive securities Assumed exchange for shares of Class A common stock - 3,453,826 Diluted - weighted-average shares outstanding: 3,329,639 6,806,212 Net (loss) income per share Basic $ ( 2.21 ) $ 0.49 Diluted $ ( 2.21 ) $ 0.24

Shareholders' Equity and Noncon

Shareholders' Equity and Noncontrolling Interest	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
Shareholders' Equity and Noncontrolling Interest	Note 14. Shareholders' Equity and Non-controlling 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 March 31, 2024, the Company had no outstanding shares of preferred stock, 3,530,441 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. The table below demonstrates the calculation of the comprehensive loss attributable to t he non-controlling interest holders for the three months ended March 31, 2024. Three Months Ended March 31, 2024 March 31, 2023 Fathom OpCo comprehensive loss $ ( 13,566 ) $ ( 7,998 ) Non-controlling interest percentage 48.5 % 48.9 % Comprehensive loss attributable to noncontrolling interest $ ( 6,582 ) $ ( 3,911 )

Leases

Leases	3 Months Ended
	Mar. 31, 2024
Lessee Disclosure [Abstract]
Leases	Note 15. Leases The Company leases certain manufacturing facilities, office space, and equipment and determines if an arrangement is a lease at inception. Amounts associated with operating leases and financing leases are included in right-of-use lease assets (“ROU assets”), current lease liabilities and long-term lease liabilities in the Company's unaudited condensed consolidated balance sheet. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. If the leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The incremental borrowing rate is determined using a portfolio approach based on the rate of interest that we would pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The Company uses quoted interest rates obtained from financial institutions as an input to derive its incremental borrowing rate as the discount rate for the lease. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and we recognize lease expense for these leases on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, we combine lease and non-lease components. Certain leases include one or more options to renew, with renewal terms that can extend the lease term from one to 10 years or more, and the exercise of lease renewal options under these leases is at our sole discretion. Lease terms include the non-cancelable portion of the underlying leases along with any reasonably certain lease periods associated with available renewal periods. Certain of the Company’s operating leases include variable rental payments based on a percentage change of certain Consumer Price Index. Variable rental payments are recognized in the condensed consolidated statement of comprehensive loss in the period in which the obligation for those payments is incurred. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Balance Sheet Location March 31, 2024 December 31, 2023 Assets Operating Prepaid expenses and other current assets $ - $ 63 Operating Right-of-use operating lease assets, net 8,441 8,896 Financing Right-of-use financing lease assets, net 1,983 2,045 Total lease assets $ 10,424 $ 11,004 Liabilities Current Operating Current operating lease liability $ 1,848 $ 1,883 Financing Current financing lease liability 236 230 Non-Current Operating Long-term operating lease liability 6,810 7,285 Financing Long-term financing lease liability 1,854 1,914 Total lease liabilities $ 10,748 $ 11,312 The following table sets forth our lease costs included in our unaudited condensed consolidated statement of comprehensive (loss) income: Three Months Ended March 31, 2024 March 31, 2023 Operating lease cost $ 661 $ 789 Short-term lease cost - - Financing lease cost: Amortization of ROU assets 61 56 Interest on lease liabilities 30 32 Sublease income - ( 34 ) Total lease costs $ 752 $ 843 March 31, 2024 March 31, 2023 Weighted-average remaining lease term (years) Operating 6.0 6.0 Financing 6.9 7.9 Weighted-average discount rate Operating 6.4 % 5.6 % Financing 5.6 % 5.6 % Maturities of Leases Operating Leases Financing Leases Total Remaining 2024 $ 1,765 $ 260 $ 2,025 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 10,695 2,539 13,234 Less: Discount 2,037 449 2,486 Present value of lease liability $ 8,658 $ 2,090 $ 10,748

Fair Value Measurement

Fair Value Measurement	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
Fair Value Measurement	Note 16. Fair Value Measurement The fair value of the Company’s financial assets and liabilities reflects the Company’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 — Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3 — Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of March 31, 2024. Fair Value Measurements as of March 31, 2024 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, 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 a reconciliation of the beginning and ending balances of recurring Level 3 fair value measurements. Level 3 liabilities Tax Receivable Agreement liability Sponsor Earnout shares liability Fathom Earnout shares liability Warrant liability – Public Warrants Warrant liability – Private Placement Warrants Total Balance at December 31, 2023 $ - $ 20 $ 116 $ - $ 72 $ 208 Payments - - - - - $ - Net (gain) loss (1) - - - - - $ - Ending balance at March 31, 2024 $ - $ 20 $ 116 $ - $ 72 $ 208 (1) Net gains on changes in recurring Level 3 fair value measurements are recognized in Other expense or Other income in our unaudited condensed consolidated statement of comprehensive loss. Valuation Methodologies for Fair Value Measurements Categorized within Level 3 Tax Receivable Agreement As of December 31, 2023, the Company determined that making a future payment under the Tax Receivable Agreement ("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 such the TRA liability balance was written off. 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 unaudited condensed consolidated balance sheet as of March 31, 2024 and December 31, 2023. 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 9, Warrant Liability, for additional information. As such, the Public Warrants were determined to have no value as of March 31, 2024 and 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 March 31, 2024. 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.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Note 17. Income Taxes The Company calculates the provision for income taxes during interim periods by applying an estimate of the forecasted annual effective tax rate for the full fiscal year to "ordinary" income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. The provision for income taxes was $ 17 for the three months ending March 31, 2024 compared to $ 55 for the three months ended March 31, 2023. The effective tax rate, including discrete items, was ( 0.12 %) for the three months ended March 31, 2024 compared to ( 2.47 %) for the three months ended March 31, 2023. The tax provision for the three months ended March 31, 2024 is impacted by the changes in valuation allowance and non-controlling interest not subject to taxes. The Company maintains a full valuation allowance on deferred tax assets and has recorded an immaterial amount of state taxes in the three months ended March 31, 2024 and March 31, 2023, respectively, which are reflected in our effective tax rates. The Company evaluates the realizability of the deferred tax assets on a quarterly basis and establishes a valuation allowance when it is more likely than not that all or a portion of a deferred tax asset may not be realized. For the three months ended March 31, 2024, the Company made no material adjustments to its assertion that deferred tax assets are not more likely than not to be realized. As of March 31, 2024, the Company did not recognize income tax expense or benefits associated with uncertain tax positions.

Commitment and Contingencies

Commitment and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 18. Commitments and Contingencies The Company is subject to various claims, lawsuits and other legal proceedings that arise in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material effect on the Company’s financial condition, comprehensive gain (loss), or cash flows.

Variable Interest Entities

Variable Interest Entities	3 Months Ended
	Mar. 31, 2024
Variable Interest Entities [Abstract]
Variable Interest Entities	Note 19. Variable Interest Entities B ased upon the criteria set forth in ASC 810, the Company consolidates variable interest entities (“VIEs”) in which it has a controlling financial interest and is therefore deemed the primary beneficiary. A controlling financial interest will have both of the following characteristics: (a) the power to direct the VIE activities that most significantly impact economic performance; and (b) the obligation to absorb the VIE losses and the right to receive benefits that are significant to the VIE. The Company has determined that Fathom OpCo meets the definition of a VIE and that the Company is the primary beneficiary of Fathom OpCo beginning on the date of the Business Combination, and therefore the Company must consolidate Fathom OpCo from the date of the Business Combination. The following table presents a summary of the total assets, liabilities, and shareholders' equity of the Company’s condensed consolidated VIE, which is comprised solely of Fathom OpCo. Period Ended March 31, 2024 Period Ended December 31, 2023 Total assets $ 317,947 $ 329,493 Total liabilities 190,133 188,603 Total equity 127,814 140,890

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 20 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the accompanying financial statements were issued. Based upon this review, the Company did not identify any additional subsequent events, outside of the subsequent event that is disclosed in Note 10, that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. 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.

Basis of Presentation (Policies

Basis of Presentation (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Recently Adopted Accounting Standards	Recently Adopted Accounting Standards In November 2023, the Financial Accounting Standards Board's ("FASB") issued Accounting Standard Update ("ASU") 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. The Company is required to adopt this guidance for its annual year end December 31, 2024 and all interim periods thereafter using a retrospective approach to all periods presented. Early adoption is permitted. The Company is evaluating the impact of this guidance on its disclosures.
Agreement and Plan of Merger	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.
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 we re 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 unaudited condensed consolidated financial statements and the accompanying notes, have been retrospectively adjusted to reflect the Reverse Stock Split for all periods presented.

Immaterial Error Correction o_2

Immaterial Error Correction of Previously Issued Financial Statements (Tables)	3 Months Ended
	Mar. 31, 2024
Condensed Financial Information Disclosure [Abstract]
Schedule of Summarized Adjustments of Previously Issued Financial Statements	A summary of the adjustments to our prior period unaudited condensed consolidated statement of comprehensive income is presented below: Three Months Ended March 31, 2023 As Reported Adjustments As Adjusted Revenue $ 35,007 $ - $ 35,007 Cost of revenue 23,062 948 24,010 Gross profit 11,945 948 10,997 Operating loss ( 4,052 ) 948 ( 5,000 ) Net loss before income tax ( 1,277 ) 948 ( 2,225 ) Income tax expense 55 - 55 Net loss ( 1,332 ) 948 ( 2,280 ) Net loss attributable to Fathom OpCo non-controlling interest ( 3,447 ) ( 464 ) ( 3,911 ) Net income (loss) attributable to controlling interest 2,115 ( 484 ) 1,631 Comprehensive income (loss): Comprehensive income (loss), net of tax $ 2,115 $ ( 484 ) $ 1,631 Earnings per Share: Net income per share attributable to shares of Class A common stock Basic (1) $ 0.63 $ - $ 0.49 Diluted (1) $ 0.31 $ - $ 0.24 Weighted average Class A common shares outstanding Basic (1) 3,352,386 - 3,352,386 Diluted (1) 6,806,212 - 6,806,212 (1) Periods presented have been adjusted to reflect the 20-for-1 reverse stock split effective on September 28, 2023. Additional information regarding the reverse stock split may be found in Note 2- Basis of Presentation. The following table presents the effect of the adjustments to our prior period unaudited condensed consolidated statement of cash flows. Three Months Ended March 31, 2023 As Reported Adjustments As Adjusted Cash Flows from Operating Activities Net income (loss) attributable to controlling interest $ 2,115 $ ( 484 ) $ 1,631 Adjustments to reconcile net income to net cash from operating activities: Non-controlling interest share of Fathom OpCo net loss ( 3,447 ) ( 464 ) ( 3,911 ) Inventory ( 1,053 ) 948 ( 105 ) Net cash provided by operating activities 500 - 500 Net cash used in investing activities ( 1,917 ) - ( 1,917 ) Net cash provided by financing activities 2,833 - 2,833 Net increase in cash 1,416 - 1,416 Cash, beginning of period 10,713 - 10,713 Cash, end of period $ 12,129 $ - $ 12,129 The following table presents the effect of the adjustments to our prior period unaudited condensed consolidated statement of shareholders' equity and redeemable non-controlling interest. March 31, 2023 As Reported (1) Adjustments As Adjusted Accumulated deficit $ ( 535,688 ) $ ( 484 ) $ ( 536,172 ) Redeemable non-controlling Interest 82,634 ( 464 ) 82,170 Shareholders' equity attributable to Fathom 55,230 ( 484 ) 54,746 (1) The As Reported amounts were impacted by the 2022 immaterial error corrections related to inventory as disclosed in the 2023 Form 10-K.

Revenue (Tables)

Revenue (Tables)	3 Months Ended
	Mar. 31, 2024
Revenue from Contract with Customer [Abstract]
Schedule of Revenue by Product Line	Revenue by product line for the three months ended March 31, 2024 and March 31, 2023 as follows: Three Months Ended March 31, 2024 March 31, 2023 Additive Manufacturing $ 2,172 $ 3,588 Injection Molding 4,297 4,679 CNC Machining 11,549 14,230 Precision Sheet Metal 8,474 10,383 Ancillary Product Lines 2,703 2,127 Total revenue $ 29,195 $ 35,007

Inventories (Tables)

Inventories (Tables)	3 Months Ended
	Mar. 31, 2024
Inventory Disclosure [Abstract]
Schedule of Inventories	The Company’s inventory consisted of the following at March 31, 2024 and December 31, 2023: March 31, 2024 December 31, 2023 Raw materials $ 3,785 $ 3,950 Work in process 3,979 3,856 Finished goods 2,761 2,508 10,525 10,314 Allowance for obsolescence ( 299 ) ( 299 ) Total $ 10,226 $ 10,015

Property and Equipment (Tables)

Property and Equipment (Tables)	3 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
Summary of Property and Equipment	Property and equipment consisted of the following as of March 31, 2024 and December 31, 2023: March 31, 2024 December 31, Estimated Useful Life Machinery and equipment $ 41,125 $ 43,045 6 - 10 Furniture and fixtures 4,251 3,743 10 Computer hardware 360 360 5 Property and leasehold improvements 7,198 7,164 3 - 23 Construction in progress 3,908 4,116 n/a Auto / transportation equipment 318 318 3 Total 57,160 58,746 Accumulated depreciation ( 14,119 ) ( 12,469 ) Total $ 43,041 $ 46,277

Intangible Assets, Net (Tables)

Intangible Assets, Net (Tables)	3 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets, Net	Intangible assets, net consisted of the following: March 31, 2024 Gross Accumulated Amortization Net Useful Life Trade name $ 70,000 $ ( 10,615 ) $ 59,385 15 Customer relationships 180,000 ( 21,550 ) $ 158,450 19 Developed software 4,300 ( 1,956 ) $ 2,344 5 Developed technology 15,700 ( 7,142 ) $ 8,558 5 Total intangible assets $ 270,000 $ ( 41,263 ) $ 228,737 December 31, 2023 Gross Accumulated Amortization Net Useful Life 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
Schedule of Estimated Aggregate Amortization Expense	The following table represents the estimated aggregate amortization expense for each of the five succeeding fiscal calendar years and thereafter. Year ended Total Remaining 2024 $ 13,605 2025 18,140 2026 18,041 2027 14,140 2028 14,140 Thereafter 150,671 Total $ 228,737

Reorganization (Tables)

Reorganization (Tables)	3 Months Ended
	Mar. 31, 2024
Restructuring and Related Activities [Abstract]
Summary of Liability Related to Company's Reorganization Plan	Liability balance at December 31, 2023 $ 747 Charges 427 Payments ( 187 ) Liability balance at March 31, 2024 $ 987

Warrant Liability (Tables)

Warrant Liability (Tables)	3 Months Ended
	Mar. 31, 2024
Warrants and Rights Note Disclosure [Abstract]
Summary of Number of Outstanding Warrants and Fair Value	The below table summarizes the number of outstanding Warrants and their fair values as of March 31, 2024 and December 31, 2023. See Note 16, Fair Value Measurement, for additional information. Fair Value # of Warrants March 31, 2024 Public Warrants $ - 431,216 Private Placement Warrants $ 72 495,000 Fair Value # of Warrants December 31, 2023 Public Warrants $ - 431,216 Private Placement Warrants $ 72 495,000

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2024
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 June 30, 2024, to not exceed the applicable ratio set forth opposite such fiscal quarter below: Fiscal Quarter Net Leverage Ratio Fiscal quarter ending on 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 March 31, 2024, and December 31, 2023, is as follows: As of March 31, 2024 As of December 31, 2023 Debt Description Interest Rate Amount Interest Rate Amount Credit Agreement Revolver 9.66 % $ 45,000 9.62 % $ 45,000 Credit Agreement Term Loan 9.68 % 114,062 9.70 % 117,187 Total principal long-term debt 159,062 162,187 Debt issuance costs ( 2,206 ) ( 2,386 ) Total debt 156,856 159,801 Less: current portion of long-term debt 156,856 159,801 Long-term debt, net of current portion $ - $ -

Other (Income) Expense (Tables)

Other (Income) Expense (Tables)	3 Months Ended
	Mar. 31, 2024
Other Income and Expenses [Abstract]
Schedule of Other (Income) Expense	Other income and expense, net consists of the following for the three months ended March 31, 2024 and March 31, 2023. Three Months Ended March 31, 2024 March 31, 2023 Change in fair value of TRA $ - $ 300 Other 10 65 Other expense $ 10 $ 365 Change in fair value of Earnout Shares - ( 4,830 ) Change in fair value of Warrants - ( 1,780 ) Other ( 11 ) - Other income $ ( 11 ) $ ( 6,610 )

Shared Based Compensation (Tabl

Shared Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Summary of Stock Option Activity	The following table represents stock option activity for the period ended March 31, 2024. Number of Shares Weighted Average Exercise Price per Share Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2024 73,852 $ 36.68 6.05 $ - Granted - - - - Exercised - - - - Forfeited ( 1,728 ) 177.80 - - Expired - - - - Non-vested at March 31, 2024 72,124 $ 33.30 5.95 $ - Exercisable at March 31, 2024 6,536 $ 171.88 4.92 $ -
Schedule of Non-vested Restricted Stock Unit Activity	A summary of the status of the Company's restricted stock unit activity and the changes during the three months ended March 31, 2024 are as follows: Shares Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Non-vested at January 1, 2024 425,750 $ 95.17 $ - Granted - - - Vested ( 5,148 ) 179.55 - Forfeited ( 4,120 ) 31.47 - Non-vested at March 31, 2024 416,482 $ 94.60 $ -

Earnings Per Share (Tables)

Earnings Per Share (Tables)	3 Months Ended
	Mar. 31, 2024
Earnings Per Unit [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	The Company's basic and diluted earnings per share calculation is as follows: Three Months Ended March 31, 2024 March 31, 2023 Class A Class A Numerator Net loss $ ( 13,941 ) $ ( 2,280 ) Less: Net loss attributable to non-controlling interests ( 6,582 ) ( 3,911 ) Net (loss) income attributable to Class A common stock $ ( 7,359 ) $ 1,631 Denominator Basic - weighted-average shares outstanding 3,329,639 3,352,386 Effect of dilutive securities Assumed exchange for shares of Class A common stock - 3,453,826 Diluted - weighted-average shares outstanding: 3,329,639 6,806,212 Net (loss) income per share Basic $ ( 2.21 ) $ 0.49 Diluted $ ( 2.21 ) $ 0.24

Shareholders' Equity and Nonc_2

Shareholders' Equity and Noncontrolling Interest (Tables)	3 Months Ended
	Mar. 31, 2024
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 t he non-controlling interest holders for the three months ended March 31, 2024. Three Months Ended March 31, 2024 March 31, 2023 Fathom OpCo comprehensive loss $ ( 13,566 ) $ ( 7,998 ) Non-controlling interest percentage 48.5 % 48.9 % Comprehensive loss attributable to noncontrolling interest $ ( 6,582 ) $ ( 3,911 )

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2024
Lessee Disclosure [Abstract]
Schedule of balance sheet location disclosure	Balance Sheet Location March 31, 2024 December 31, 2023 Assets Operating Prepaid expenses and other current assets $ - $ 63 Operating Right-of-use operating lease assets, net 8,441 8,896 Financing Right-of-use financing lease assets, net 1,983 2,045 Total lease assets $ 10,424 $ 11,004 Liabilities Current Operating Current operating lease liability $ 1,848 $ 1,883 Financing Current financing lease liability 236 230 Non-Current Operating Long-term operating lease liability 6,810 7,285 Financing Long-term financing lease liability 1,854 1,914 Total lease liabilities $ 10,748 $ 11,312
Schedule of lease cost	The following table sets forth our lease costs included in our unaudited condensed consolidated statement of comprehensive (loss) income: Three Months Ended March 31, 2024 March 31, 2023 Operating lease cost $ 661 $ 789 Short-term lease cost - - Financing lease cost: Amortization of ROU assets 61 56 Interest on lease liabilities 30 32 Sublease income - ( 34 ) Total lease costs $ 752 $ 843
Schedule of weighted average remaining lease term and the weighted average discount rate for the Company's operating leases	March 31, 2024 March 31, 2023 Weighted-average remaining lease term (years) Operating 6.0 6.0 Financing 6.9 7.9 Weighted-average discount rate Operating 6.4 % 5.6 % Financing 5.6 % 5.6 %
Summary of maturities of leases	Maturities of Leases Operating Leases Financing Leases Total Remaining 2024 $ 1,765 $ 260 $ 2,025 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 10,695 2,539 13,234 Less: Discount 2,037 449 2,486 Present value of lease liability $ 8,658 $ 2,090 $ 10,748

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	3 Months Ended
	Mar. 31, 2024
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 March 31, 2024. Fair Value Measurements as of March 31, 2024 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, 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
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 Sponsor Earnout shares liability Fathom Earnout shares liability Warrant liability – Public Warrants Warrant liability – Private Placement Warrants Total Balance at December 31, 2023 $ - $ 20 $ 116 $ - $ 72 $ 208 Payments - - - - - $ - Net (gain) loss (1) - - - - - $ - Ending balance at March 31, 2024 $ - $ 20 $ 116 $ - $ 72 $ 208 (1) Net gains on changes in recurring Level 3 fair value measurements are recognized in Other expense or Other income in our unaudited condensed consolidated statement of comprehensive loss.

Variable Interest Entities (Tab

Variable Interest Entities (Tables)	3 Months Ended
	Mar. 31, 2024
Variable Interest Entities [Abstract]
Summary of Total Assets, Liabilities, and Equity of the Company's Consolidated VEI	The following table presents a summary of the total assets, liabilities, and shareholders' equity of the Company’s condensed consolidated VIE, which is comprised solely of Fathom OpCo. Period Ended March 31, 2024 Period Ended December 31, 2023 Total assets $ 317,947 $ 329,493 Total liabilities 190,133 188,603 Total equity 127,814 140,890

Nature of Business - Additional

Nature of Business - Additional Information (Details)	3 Months Ended
	Mar. 31, 2024
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%

Basis of Presentation - Additio

Basis of Presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Feb. 16, 2024	Sep. 29, 2023	Sep. 28, 2023
Basis of Presentation [Line Items]
Stockholders' equity, reverse stock split	20-for-1
Warrants to purchase common stock			926,216	18,524,320
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.
Exercise price of warrants (in dollars per share)			$ 230	$ 11.5
Fathom Digital Manufacturing Intermediate, LLC [Member]
Basis of Presentation [Line Items]
Merger, share price		$ 4.75
Term Loan [Member]
Basis of Presentation [Line Items]
Term loan Paydown amount	$ 50,000
Maximum
Basis of Presentation [Line Items]
Common stock, shares issued				70,113,787
Common stock, shares outstanding				70,113,787
Minimum
Basis of Presentation [Line Items]
Common stock, shares issued				3,505,689
Common stock, shares outstanding				3,505,689

Immaterial Error Correction o_3

Immaterial Error Correction of Previously Issued Financial Statements - Unaudited Condensed Consolidated Statement of Comprehensive Income (Loss) (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
		Mar. 31, 2024	Mar. 31, 2023
Condensed Financial Statements, Captions [Line Items]
Revenue		$ 29,195	$ 35,007
Cost of revenue	[1],[2]	21,229	24,010
Gross profit		7,966	10,997
Operating loss		(9,696)	(5,000)
Net loss before income tax		(13,924)	(2,225)
Income tax expense		17	55
Net loss		(13,941)	(2,280)
Net loss attributable to Fathom OpCo non-controlling interest		(6,582)	(3,911)
Net (loss) income attributable to controlling interest		(7,359)	1,631
Comprehensive income (loss):
Comprehensive loss, net of tax		$ (7,359)	$ 1,631
Class A Common Stock [Member]
Earnings per Share:
Basic	[3]	$ (2.21)	$ 0.49
Diluted	[3]	$ (2.21)	$ 0.24
Weighted average Class A common shares outstanding
Basic	[3]	3,329,639	3,352,386
Diluted	[3]	3,329,639	6,806,212
As Reported
Condensed Financial Statements, Captions [Line Items]
Revenue			$ 35,007
Cost of revenue			23,062
Gross profit			11,945
Operating loss			(4,052)
Net loss before income tax			(1,277)
Income tax expense			55
Net loss			(1,332)
Net loss attributable to Fathom OpCo non-controlling interest			(3,447)
Net (loss) income attributable to controlling interest			2,115
Comprehensive income (loss):
Comprehensive loss, net of tax			$ 2,115
As Reported | Class A Common Stock [Member]
Earnings per Share:
Basic	[4]		$ 0.63
Diluted	[4]		$ 0.31
Adjustments
Condensed Financial Statements, Captions [Line Items]
Cost of revenue			$ 948
Gross profit			948
Operating loss			948
Net loss before income tax			948
Net loss			948
Net loss attributable to Fathom OpCo non-controlling interest			(464)
Net (loss) income attributable to controlling interest			(484)
Comprehensive income (loss):
Comprehensive loss, net of tax			$ (484)
Adjustments | Class A Common Stock [Member]
Weighted average Class A common shares outstanding
Basic	[4]		3,352,386
Diluted	[4]		6,806,212
[1] Inclusive of $ 1,697 and $ 1,503 of depreciation and amortization for the three months ended March 31, 2024 and March 31, 2023, respectively; Inclusive of $ 0 and $ 1,732 of cost of revenue related to inventory purchases from a related party for the three months ended March 31, 2024 and March 31, 2023, respectively; Periods presented have been adjusted to reflect the 20-for-1 reverse stock split effective on September 28, 2023. Additional information regarding the reverse stock split may be found in Note 2- Basis of Presentation. Periods presented have been adjusted to reflect the 20-for-1 reverse stock split effective on September 28, 2023. Additional information regarding the reverse stock split may be found in Note 2- Basis of Presentation.

Immaterial Error Correction o_4

Immaterial Error Correction of Previously Issued Financial Statements - Unaudited Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities
Net income (loss) attributable to controlling interest		$ 1,631
Adjustments to reconcile net income to net cash from operating activities:
Non-controlling interest share of Fathom OpCo net loss	$ (6,582)	(3,911)
Inventory	(211)	(105)
Net cash provided by operating activities	263	500
Net cash used in investing activities	(277)	(1,917)
Net cash (used in) provided by financing activities	(3,283)	2,833
Net increase in cash	(3,297)	1,416
Cash, beginning of period	5,573	10,713
Cash, end of period	$ 2,276	12,129
As Reported
Cash Flows from Operating Activities
Net income (loss) attributable to controlling interest		2,115
Adjustments to reconcile net income to net cash from operating activities:
Non-controlling interest share of Fathom OpCo net loss		(3,447)
Inventory		(1,053)
Net cash provided by operating activities		500
Net cash used in investing activities		(1,917)
Net cash (used in) provided by financing activities		2,833
Net increase in cash		1,416
Cash, beginning of period		10,713
Cash, end of period		12,129
Adjustments
Cash Flows from Operating Activities
Net income (loss) attributable to controlling interest		(484)
Adjustments to reconcile net income to net cash from operating activities:
Non-controlling interest share of Fathom OpCo net loss		(464)
Inventory		$ 948

Immaterial Error Correction o_5

Immaterial Error Correction of Previously Issued Financial Statements - Unaudited Condensed Consolidated Statement of Shareholders' Equity and Redeemable Non-Controlling Interest (Details) - USD ($) $ in Thousands		Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Shareholders' equity		$ 65,861	$ 72,550	$ 54,746
Accumulated Deficit
Shareholders' equity				(536,172)
Redeemable Non-controlling Interest
Shareholders' equity				82,170
As Reported
Shareholders' equity	[1]			55,230
As Reported | Accumulated Deficit
Shareholders' equity	[1]			(535,688)
As Reported | Redeemable Non-controlling Interest
Shareholders' equity	[1]			82,634
Adjustments
Shareholders' equity				(484)
Adjustments | Accumulated Deficit
Shareholders' equity				(484)
Adjustments | Redeemable Non-controlling Interest
Shareholders' equity				$ (464)
[1] The As Reported amounts were impacted by the 2022 immaterial error corrections related to inventory as disclosed in the 2023 Form 10-K.

Revenue - Schedule of Revenue b

Revenue - Schedule of Revenue by Product Line (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation Of Revenue [Line Items]
Total revenue	$ 29,195	$ 35,007
Additive Manufacturing
Disaggregation Of Revenue [Line Items]
Total revenue	2,172	3,588
Injection Molding
Disaggregation Of Revenue [Line Items]
Total revenue	4,297	4,679
CNC Machining
Disaggregation Of Revenue [Line Items]
Total revenue	11,549	14,230
Precision Sheet Metal
Disaggregation Of Revenue [Line Items]
Total revenue	8,474	10,383
Ancillary Product Lines
Disaggregation Of Revenue [Line Items]
Total revenue	$ 2,703	$ 2,127

Inventories - Summary of Invent

Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Inventory, Net [Abstract]
Raw materials	$ 3,785	$ 3,950
Work in process	3,979	3,856
Finished goods	2,761	2,508
Inventory, gross	10,525	10,314
Allowance for obsolescence	(299)	(299)
Total	$ 10,226	$ 10,015

Property and Equipment - Summar

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property Plant And Equipment [Line Items]
Property and Equipment, Gross	$ 57,160	$ 58,746
Accumulated depreciation	(14,119)	(12,469)
Total	43,041	46,277
Machinery and Equipment
Property Plant And Equipment [Line Items]
Property and Equipment, Gross	$ 41,125	43,045
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	$ 4,251	3,743
Estimated Useful Life	10 years
Computer hardware
Property Plant And Equipment [Line Items]
Property and Equipment, Gross	$ 360	360
Estimated Useful Life	5 years
Property and Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and Equipment, Gross	$ 7,198	7,164
Property and Leasehold Improvements | Minimum [Member]
Property Plant And Equipment [Line Items]
Estimated Useful Life	3 years
Property and Leasehold Improvements | Maximum [Member]
Property Plant And Equipment [Line Items]
Estimated Useful Life	23 years
Construction in Progress
Property Plant And Equipment [Line Items]
Property and Equipment, Gross	$ 3,908	4,116
Auto / Transportation Equipment
Property Plant And Equipment [Line Items]
Property and Equipment, Gross	$ 318	$ 318
Estimated Useful Life	3 years

Property and Equipment - Additi

Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Property Plant And Equipment [Line Items]
Depreciation expense	$ 4,621	$ 4,576
Machinery and Equipment [Member]
Property Plant And Equipment [Line Items]
Asset impairment	2,000
Operating Expense [Member]
Property Plant And Equipment [Line Items]
Depreciation expense	301	256
Cost of Revenue [Member]
Property Plant And Equipment [Line Items]
Depreciation expense	$ 1,482	$ 1,288

Intangible Assets, Net - Schedu

Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Finite Lived Intangible Assets [Line Items]
Gross	$ 270,000	$ 270,000
Accumulated Amortization	(41,263)	(36,728)
Net	228,737	233,272
Trade Name [Member]
Finite Lived Intangible Assets [Line Items]
Gross	70,000	70,000
Accumulated Amortization	(10,615)	(9,448)
Net	$ 59,385	$ 60,552
Useful Life (in years)	15 years	15 years
Customer Relationships [Member]
Finite Lived Intangible Assets [Line Items]
Gross	$ 180,000	$ 180,000
Accumulated Amortization	(21,550)	(19,181)
Net	$ 158,450	$ 160,819
Useful Life (in years)	19 years	19 years
Developed Software [Member]
Finite Lived Intangible Assets [Line Items]
Gross	$ 4,300	$ 4,300
Accumulated Amortization	(1,956)	(1,741)
Net	$ 2,344	$ 2,559
Useful Life (in years)	5 years	5 years
Developed Technology [Member]
Finite Lived Intangible Assets [Line Items]
Gross	$ 15,700	$ 15,700
Accumulated Amortization	(7,142)	(6,358)
Net	$ 8,558	$ 9,342
Useful Life (in years)	5 years	5 years

Intangible Assets, Net - Additi

Intangible Assets, Net - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 4,535,000	$ 4,535,000
Intangible assets with indefinite useful lives	$ 0

Intangible Assets, Net - Sche_2

Intangible Assets, Net - Schedule of Estimated Aggregate Amortization Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Remaining 2024	$ 13,605
2025	18,140
2026	18,041
2027	14,140
2028	14,140
Thereafter	150,671
Total	$ 228,737	$ 233,272

Reorganization - Additional Inf

Reorganization - Additional Information (Details) $ in Thousands		3 Months Ended
	Jan. 19, 2024 USD ($) Employee	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Feb. 17, 2023
Restructuring Cost and Reserve [Line Items]
Restructuring		$ 535	$ 650
Property and equipment impairment		2,000
Additional workforce percentage					14%
Accrued severance costs		987		$ 747
Incurred costs associated with the reorganization		535	$ 650
Severance and other employee-related costs / Employee termination costs		987
Machinery and Equipment [Member]
Restructuring Cost and Reserve [Line Items]
Asset impairment		2,000
Miami Lakes, Florida manufacturing facility closure
Restructuring Cost and Reserve [Line Items]
Restructuring	$ 2,800	2,535
Property and equipment impairment		2,000
Accrued severance costs		$ 535
Expected total cash expenditure	$ 800
Lease expiration term	May 31, 2024
Number of employees | Employee	50

Reorganization - Summary of Lia

Reorganization - Summary of Liability Related to Company's Reorganization (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Restructuring Reserve [Roll Forward]
Liability balance at December 31, 2023	$ 747
Charges	427
Payments	(187)
Liability balance at March 31, 2024	$ 987

Warrant Liability - Additional

Warrant Liability - Additional Information (Details) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024 USD ($) $ / shares shares	Mar. 31, 2023 USD ($)	Sep. 30, 2023 Warrant $ / shares	Dec. 31, 2023 $ / shares shares	Sep. 29, 2023 $ / shares	Sep. 28, 2023 $ / shares
Class Of Warrant Or Right [Line Items]
Fair value price per warrant					$ 230	$ 11.5
Change in fair value of Warrants | $	$ 0	$ 1,780
Class A Common Stock [Member]
Class Of Warrant Or Right [Line Items]
Par value per share	$ 0.0001			$ 0.0001
Public Warrants
Class Of Warrant Or Right [Line Items]
Class of warrants or rights outstanding (in shares) | shares	431,216			431,216
Fair value price per warrant	$ 0
Private Placement Warrants
Class Of Warrant Or Right [Line Items]
Class of warrants or rights outstanding (in shares) | shares	495,000			495,000
Fair value price per warrant	$ 0.39
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
Number of shares exercisable to purchase | Warrant			1

Warrant Liability - Summary of

Warrant Liability - Summary of Number of Outstanding Warrants and Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Class of Warrant or Right [Line Items]
Fair value of warrants	$ 72	$ 72
Public Warrants
Class of Warrant or Right [Line Items]
Number of outstanding warrants	431,216	431,216
Private Placement Warrants
Class of Warrant or Right [Line Items]
Number of outstanding warrants	495,000	495,000
Fair value of warrants	$ 72	$ 72

Debt - Additional Information (

Debt - Additional Information (Details) $ in Thousands

1 Months Ended

3 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

Mar. 31, 2024 USD ($)

Mar. 31, 2023 USD ($)

Dec. 31, 2023 USD ($)

Dec. 23, 2021 USD ($)

Debt Instrument [Line Items]

Long term debt date of maturity

Dec. 31, 2026

Interest on debt increments period

90 days

Debt issuance costs gross

$ 76

Interest and debt expense

4,222

$ 3,470

Amortization of debt issuance costs

254

$ 131

Financing agreement maturity period

10 months

Financing payments

$ 1,265

Financing fee

$ 35

Financing annual rate

6.13%

Forecast [Member]

Debt Instrument [Line Items]

Net leverage ratio

5

Term Loan [Member]

Debt Instrument [Line Items]

Debt instrument face value

50,000

Credit Agreement [Member] | Term Loan [Member]

Debt Instrument [Line Items]

Debt instrument face value

$ 125,000

Fourth Amendment Credit Agreement [Member]

Debt Instrument [Line Items]

Debt instrument face value

$ 50,000

Interest coverage ratio

2.5

Net leverage ratio

3.5

Maximum net leverage ratio

4

Increase decrease in term loan facility and revolving credit facility

$ 100,000

Debt instrument, basis spread on variable rate

4.25%

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

Fourth Amendment And Amendment To Credit Agreement [Member]

Debt Instrument [Line Items]

Customary arranger and lender consent fees

$ 76

Revolving Credit Facility [Member] | Credit Agreement [Member]

Debt Instrument [Line Items]

Line of credit maximum borrowing capacity

$ 50,000

Borrowings from credit agreement

45,000

$ 45,000

Revolving Credit Facility [Member] | Fourth Amendment Credit Agreement [Member] | Forecast [Member]

Debt Instrument [Line Items]

Minimum unrestricted cash and cash equivalents

$ 6,000

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

Debt - Schedule of Amendment to

Debt - Schedule of Amendment to Credit Agreement (Details)		3 Months Ended
	Feb. 16, 2024	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
Forecast [Member]
Debt Instrument [Line Items]
Debt Instruments Net Leverage Ratio											5
Fourth Amendment Credit Agreement [Member]
Debt Instrument [Line Items]
Interest Coverage Ratio	2.5
Debt Instruments Net Leverage Ratio	3.5
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
Debt Instruments Net Leverage Ratio		4	4.25	4.75	5.25	5.75	6.25	6.75	7.25	7.75

Debt - Schedule of Long-term De

Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Total principal long-term debt	$ 159,062	$ 162,187
Debt issuance costs	(2,206)	(2,386)
Total debt	156,856	159,801
Less: current portion of long-term debt	$ 156,856	$ 159,801
Credit Agreement Revolver [Member]
Debt Instrument [Line Items]
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate	9.66%	9.62%
Principal debt	$ 45,000	$ 45,000
Credit Agreement Term Loan [Member]
Debt Instrument [Line Items]
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate	9.68%	9.70%
Principal debt	$ 114,062	$ 117,187

Other (Income) Expense - Schedu

Other (Income) Expense - Schedule of Other (Income) Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Other Income and Expenses [Abstract]
Change in fair value of TRA		$ 300
Other	$ 10	65
Other expense	10	365
Change in fair value of Earnout Shares		(4,830)
Change in fair value of Warrants	0	(1,780)
Other	(11)
Other income	$ (11)	$ (6,610)

Shared Based Compensation - Sum

Shared Based Compensation - Summary of Stock Option Activity (Details) - Stock Options [Member] - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares, Beginning balance	73,852
Number of Shares, Forfeited	(1,728)
Number of Shares, Ending balance	72,124	73,852
Number of Shares, Exercisable at March 31,2024	6,536
Weighted Average Exercise Price per Share, Beginning Balance	$ 36.68
Weighted Average Exercise Price per Share, Forfeited	177.8
Weighted Average Exercise Price, Ending Balance	33.3	$ 36.68
Weighted Average Exercise Price per Share, Exercisable at June 30, 2023	$ 171.88
Average Remaining Contractual Term	5 years 11 months 12 days	6 years 18 days
Average Remaining Contractual Term, Exercisable at March 31, 2024	4 years 11 months 1 day

Shared Based Compensation - Add

Shared Based Compensation - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense	$ 865	$ 1,093
Employee Stock Purchase Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Maximum percentage of employee eligible compensation to periodic payment of purchase price	15%
Percentage of proceeds attributable to common units	85%
Shares available for future issuance under the ESPP	35,282
Stock Options [Member] | 2021 Omnibus Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation cost	$ 531
Cost expected to be recognized, weighted average period	1 year 6 months 18 days
Restricted Stock Units [Member] | 2021 Omnibus Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation cost	$ 2,210
Cost expected to be recognized, weighted average period	1 year 3 months 3 days

Shared Based Compensation - Sch

Shared Based Compensation - Schedule of Non-vested Restricted Stock Unit Activity - (Details) - Restricted Stock Units [Member]	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Nonvested ,Share | shares	425,750
Vested , Shares | shares	(5,148)
Forfeited , Shares | shares	(4,120)
Nonvested ,Shares | shares	416,482
Nonvested | $ / shares	$ 95.17
Vested | $ / shares	179.55
Forfeited | $ / shares	31.47
Nonvested | $ / shares	$ 94.6

Earnings Per Share - Scheduled

Earnings Per Share - Scheduled Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator
Net income (loss)	$ (7,359)	$ 1,631
Class A Common Units [Member]
Numerator
Net income (loss)	(13,941)	(2,280)
Less: Net loss attributable to non-controlling interests	(6,582)	(3,911)
Net (loss) income attributable to Class A common stock	$ (7,359)	$ 1,631
Denominator
Basic	3,329,639	3,352,386
Assumed exchange for shares of Class A common stock		3,453,826
Diluted - weighted-average shares outstanding:	3,329,639	6,806,212
Basic	$ (2.21)	$ 0.49
Diluted	$ (2.21)	$ 0.24

Shareholders' Equity and Nonc_3

Shareholders' Equity and Noncontrolling Interest - Additional Information (Details) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
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
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	3,530,441
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

Shareholders' Equity and Nonc_4

Shareholders' Equity and Noncontrolling Interest - Schedule Of Calculation Of Comprehensive Loss Attributable To Non-controlling Interest Holders (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Noncontrolling Interest [Line Items]
Fathom OpCo comprehensive loss	$ (7,359)	$ 1,631
Comprehensive loss attributable to noncontrolling interest	(6,582)	(3,911)
Fathom OpCo [Member]
Noncontrolling Interest [Line Items]
Fathom OpCo comprehensive loss	$ (13,566)	$ (7,998)
Non-controlling interest percentage	48.50%	48.90%
Comprehensive loss attributable to noncontrolling interest	$ (6,582)	$ (3,911)

Leases - Additional Information

Leases - Additional Information (Details)	Mar. 31, 2024
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	Mar. 31, 2024	Dec. 31, 2023
Assets [Abstract]
Financing	$ 1,983	$ 2,045
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	$ 10,424	$ 11,004
Liabilities, Current [Abstract]
Operating	$ 1,848	$ 1,883
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Operating And Finance Lease Liability Current	Operating And Finance Lease Liability Current
Financing	$ 236	$ 230
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	$ 6,810	$ 7,285
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Operating And Finance Lease Liability Noncurrent	Operating And Finance Lease Liability Noncurrent
Financing	$ 1,854	$ 1,914
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Operating And Finance Lease Liability Noncurrent	Operating And Finance Lease Liability Noncurrent
Total lease liabilities	$ 10,748	$ 11,312
Prepaid Expenses and Other Current Assets [Member]
Assets [Abstract]
Operating	0	63
Right-of-use Lease Assets, Net [Member]
Assets [Abstract]
Operating	$ 8,441	$ 8,896

Leases - Summary of Lease Costs

Leases - Summary of Lease Costs Included in Unaudited Statement of Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Lease, Cost [Abstract]
Operating lease cost	$ 661	$ 789
Finance lease cost
Amortization of ROU assets	61	56
Interest on lease liabilities	30	32
Sublease income		(34)
Total lease costs	$ 752	$ 843
Weighted-average remaining lease term (years), Operating	6 years	6 years
Weighted-average remaining lease term (years), Financing	6 years 10 months 24 days	7 years 10 months 24 days
Weighted-average discount rate, Operating	6.40%	5.60%
Weighted-average discount rate, Financing	5.60%	5.60%

Leases - Summary of Maturities

Leases - Summary of Maturities of Leases (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Operating Leases
Remaining 2024	$ 1,765
2025	2,061
2026	1,634
2027	1,428
2028	902
Thereafter	2,905
Total future lease payments	10,695
Less: Discount	2,037
Present value of lease liability	8,658
Financing Leases
Remaining 2024	260
2025	355
2026	358
2027	366
2028	362
Thereafter	838
Total future lease payments	2,539
Less: Discount	449
Present value of lease liability	2,090
Total
Remaining 2024	2,025
2025	2,416
2026	1,992
2027	1,794
2028	1,264
Thereafter	3,743
Total future lease payments	13,234
Less: Discount	2,486
Present value of lease liability	$ 10,748

Fair Value Measurement - Schedu

Fair Value Measurement - Schedule of Fair Value Measurement of Assets and Liabilities Based on Hierarchy (Detail) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	$ 208	$ 208
Tax Receivable Agreement
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities		0
Sponsor Earnout Shares Liability
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	20	20
Fathom Earnout Shares Liability
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	116	116
Warrant liability - Private Placement Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	72	72
Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	208	208
Level 3 | Sponsor Earnout Shares Liability
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	20	20
Level 3 | Fathom Earnout Shares Liability
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	116	116
Level 3 | Warrant liability - Private Placement Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	$ 72	$ 72

Fair Value Measurement - Reconc

Fair Value Measurement - Reconciliation of Beginning and Ending Balances of Recurring Level 3 Fair Value Measurements (Details) - Level 3 $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value, Beginning Balance	$ 208
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
Sponsor Earnout Shares Liability
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value, Beginning Balance	20
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	116
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	72
Fair value, Ending Balance	$ 72

Fair Value Measurement - Additi

Fair Value Measurement - Additional Information (Details)	3 Months Ended
	Mar. 31, 2024 yr
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	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) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Provision (benefit )for income taxes	$ 17	$ 55
Effective tax rate	(0.12%)	(2.47%)

Variable Interest Entity - Summ

Variable Interest Entity - Summary of Total Assets, Liabilities, and Equity of the Company's Consolidated VEI (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Variable Interest Entity [Line Items]
Total assets	$ 318,217	$ 329,763
Total liabilities	190,341	188,811
Total equity	65,861	72,550	$ 54,746
Variable Interest Entity, Primary Beneficiary [Member]
Variable Interest Entity [Line Items]
Total assets	317,947	329,493
Total liabilities	190,133	188,603
Total equity	$ 127,814	$ 140,890

Subsequent Events Additional In

Subsequent Events Additional Information (Details) - USD ($) $ in Thousands	Apr. 01, 2024	Mar. 31, 2024
Subsequent Event [Member] | Unsecured Promissory Note and Guarantee Agreement [Member]
Subsequent Event [Line Items]
Proceeds from issuance of long term debt	$ 2,500
Term Loan [Member]
Subsequent Event [Line Items]
Term loan Paydown amount		$ 50,000
Term Loan [Member] | Subsequent Event [Member] | Unsecured Promissory Note and Guarantee Agreement [Member]
Subsequent Event [Line Items]
Term loan Paydown amount	$ 2,500
Term loan maturity date	Sep. 30, 2024
Term loan interest rate	5%