Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2021 | |
Document Information [Line Items] | |
Document Type | POS AM |
Amendment Flag | true |
Entity Registrant Name | FATHOM DIGITAL MANUFACTURING CORPORATION |
Entity Central Index Key | 0001836176 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Description | On January 14, 2022 Fathom Digital Manufacturing Corporation (the “Company” or “Fathom”) filed a registration statement with the Securities and Exchange Commission (the “SEC”) on Form S-1 (File No. 333-262189) (the “Registration Statement”). The Registration Statement, as amended on January 27, 2022, was initially declared effective by the SEC on January 28, 2022 and initially registered the resale from time to time by selling stockholders identified in the prospectus of up to 7,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”). This Post-Effective Amendment No. 1 to Form S-1 (“Post-Effective Amendment No. 1”) is being filed by the Company to update the Registration Statement to include information contained in the Company’s Annual Report on Form 10-K and certain other information in the Registration Statement. No additional securities are being registered under this Post-Effective Amendment No 1. All applicable fees were paid at the time of the original filing of the Registration Statement. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Current assets | |||
Inventory | $ 13,165 | $ 6,325 | |
Property and equipment, net | 44,527 | 26,386 | |
Goodwill | 1,189,464 | 63,215 | |
Current liabilities | |||
Current portion of debt | 29,697 | 2,853 | |
Long-term debt, net | 120,491 | 90,486 | |
Shareholders' and Members' Equity: | |||
Shareholders' equity attributable to Fathom Digital Manufacturing Corporation | [1] | 36,019 | |
Revision of Prior Period, Adjustment [Member] | |||
Current assets | |||
Cash | [1] | 20,357 | 8,188 |
Accounts receivable, net | [1] | 25,367 | 15,563 |
Inventory | [1] | 13,165 | 6,325 |
Prepaid expenses and other current assets | [1] | 1,836 | 2,598 |
Total current assets | [1] | 60,725 | 32,674 |
Property and equipment, net | [1] | 44,527 | 26,386 |
Intangible assets, net | [1] | 269,622 | 83,466 |
Goodwill | [1] | 1,189,464 | 63,215 |
Other non-current assets | [1] | 2,036 | 1,038 |
Total assets | [1] | 1,566,374 | 206,779 |
Current liabilities | |||
Accounts payable | [1],[2] | 9,409 | 4,404 |
Accrued expenses | [1] | 5,957 | 4,181 |
Other current liabilities | [1] | 2,058 | 2,778 |
Contingent consideration | [1] | 2,748 | 4,066 |
Current portion of debt | [1] | 29,697 | 2,853 |
Total current liabilities | [1] | 49,869 | 18,282 |
Long-term debt, net | [1] | 120,491 | 90,486 |
Fathom earnout shares liability | [1] | 64,300 | 7,373 |
Sponsor Earnout Shares Liability | [1] | 9,380 | 0 |
Long-term contingent consideration | [1] | 850 | |
Deferred tax liability | [1] | 17,570 | 0 |
Other non-current liabilities | [1] | 4,655 | 514 |
Warrant Liability | [1] | 33,900 | 0 |
Payable to related parties pursuant to the TRA | [1] | 4,600 | 0 |
Total liabilities | [1] | 305,615 | 116,655 |
Commitments and Contingencies | |||
Class A contingently redeemable preferred units; $100 par value, authorized 1,167,418 units, issued and outstanding as of December 31, 2020. | [1] | 0 | 54,105 |
Redeemable non-controlling interest in Fathom OpCo | [1] | 841,982 | 0 |
Shareholders' and Members' Equity: | |||
Preferred Stock, $.0001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding as of December 31, 2021 | [1] | 0 | 0 |
Additional paid-in capital | [1] | 466,345 | 0 |
Accumulated other comprehensive loss | [1] | 0 | (68) |
Accumulated deficit | [1] | (47,581) | (14,232) |
Members' equity | [1] | 0 | 36,019 |
Shareholders' equity attributable to Fathom Digital Manufacturing Corporation | [1] | 418,777 | 0 |
Total Members' Equity and Class A contingently redeemable preferred equity (Predecessor) | [1] | 0 | 90,124 |
Total Liabilities, Shareholders' Equity, Members' Equity, Redeemable Non-Controlling Interest and Class A Contingently Redeemable Preferred Equity | [1] | 1,566,374 | 206,779 |
Revision of Prior Period, Adjustment [Member] | Class A Common Stock [Member] | |||
Shareholders' and Members' Equity: | |||
Common stock | [1] | 5 | 0 |
Revision of Prior Period, Adjustment [Member] | Class B Common Stock [Member] | |||
Shareholders' and Members' Equity: | |||
Common stock | [1] | 8 | 0 |
Revision of Prior Period, Adjustment [Member] | Class C Common Stock [Member] | |||
Shareholders' and Members' Equity: | |||
Common stock | [1] | 0 | 0 |
Revision of Prior Period, Adjustment [Member] | Class A Common Units [Member] | |||
Shareholders' and Members' Equity: | |||
Common units | [1] | 0 | 35,869 |
Revision of Prior Period, Adjustment [Member] | Class B Common Units [Member] | |||
Shareholders' and Members' Equity: | |||
Common units | [1] | $ 0 | $ 14,450 |
[1] | See accompanying notes to the consolidated financial statements. | ||
[2] | Inclusive of accounts payable to related parties of $1,246 and $541 as of December 31, 2021 (Successor) and December 31, 2020 (Predecessor), respectively. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 10,000,000 | |
Preferred stock, shares issued (in shares) | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Common stock, shares authorized (in shares) | 500,000,000 | |
Accounts payable, Related parties, Current | $ 1,246 | $ 541 |
Class A Contingently Redeemable Preferred Units [Member] | ||
Redeemable preferred units, par value (in dollars per share) | $ 100 | |
Redeemable preferred units, authorized (in shares) | 1,167,418 | |
Redeemable preferred units, outstanding (in shares) | 1,167,418 | |
Redeemable preferred units, issued (in shares) | 1,167,418 | |
Class A Common Stock [Member] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares authorized (in shares) | 300,000,000 | |
Common stock, shares issued (in shares) | 50,785,656 | |
Common stock, shares outstanding | 50,785,656 | |
Class B Common Stock [Member] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares authorized (in shares) | 180,000,000 | |
Common stock, shares issued (in shares) | 84,294,971 | |
Common stock, shares outstanding | 84,294,971 | |
Class C Common Stock [Member] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares authorized (in shares) | 10,000,000 | |
Common stock, shares issued (in shares) | 0 | |
Common stock, shares outstanding | 0 | |
Class A Common Units [Member] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 100 |
Common stock, shares authorized (in shares) | 180,000,000 | 5,480,611 |
Common stock, shares issued (in shares) | 5,480,611 | |
Common stock, shares outstanding | 5,480,611 | |
Class B Common Units [Member] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 100 |
Common stock, shares authorized (in shares) | 10,000,000 | 2,242,981 |
Common stock, shares issued (in shares) | 2,242,981 | |
Common stock, shares outstanding | 2,242,981 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 22, 2021 | Dec. 31, 2020 | |||
Income Statement [Abstract] | ||||||
Revenue | [1] | $ 4,840 | $ 147,356 | $ 61,289 | ||
Cost of revenue | [1],[2],[3] | 2,725 | 90,278 | 33,064 | ||
Gross profit | [1] | 2,115 | 57,078 | 28,225 | ||
Operating expenses | ||||||
Selling, general, and administrative | [1],[4] | 3,133 | 37,507 | 24,642 | ||
Depreciation and amortization | [1] | 416 | 10,357 | 4,672 | ||
Total operating expenses | [1] | 3,549 | 47,864 | 29,314 | ||
Operating (loss) income | [1] | (1,434) | 9,214 | (1,089) | ||
Interest expense and other expense (income) | ||||||
Interest expense | [1] | 251 | 13,063 | 3,635 | ||
Other expense | [1] | 308 | 21,007 | 3,824 | ||
Other income | [1] | (35,460) | (5,174) | (585) | ||
Total interest expense and other (income) expense, net. | [1] | (34,901) | 28,896 | 6,874 | ||
Net income (loss) before income tax | [1] | 33,467 | (19,682) | (7,963) | ||
Income tax benefit | (3) | [1] | (3,208) | [1] | 0 | |
Net income (loss) | [1] | 33,470 | (16,474) | (7,963) | ||
Comprehensive income (loss): | ||||||
Comprehensive loss attributable to Fathom OpCo non-controlling interest (Note 14) | [1] | (968) | ||||
Comprehensive income attributable to Fathom | [1] | $ 34,438 | (16,474) | (7,963) | ||
Foreign currency translation adjustments | [1] | 113 | (68) | |||
Comprehensive loss, net of tax | [1] | $ (16,361) | $ (8,031) | |||
Net income (loss) per unit attributable to Class A and Class B common unit holders | ||||||
Basic and Diluted Earnings Per Unit | [1],[5] | $ (3.33) | $ (2.68) | |||
Weighted average Class A and Class B units outstanding | ||||||
Basic and Diluted | [1] | 7,723,592 | 5,227,816 | |||
Net income (loss) per share attributable to shares of Class A common stock | ||||||
Basic | [1] | $ 0.68 | ||||
Diluted | [1] | $ 0.25 | ||||
Weighted average shares outstanding | ||||||
Basic | [1] | 50,785,656 | ||||
Diluted | [1] | 135,839,973 | ||||
[1] | See accompanying notes to the consolidated financial statements. | |||||
[2] | Inclusive of $700, $9,165, and $4,434 of cost of revenue related to inventory purchases from a related party for the periods ended December 23 — 31, 2021, January 1 — December 22, 2021, and January 1 — December 31 2020, respectively. See Note 17. | |||||
[3] | Inclusive of $94, $5,751 and $2,567 of depreciation and amortization for the periods ended December 23 — 31, 2021, January 1 — December 22, 2021, and January 1 — December 31 2020, respectively. | |||||
[4] | Inclusive of $0, $1,723, and $722 of management fees incurred to a related party for the periods ended December 23 — 31, 2021, January 1 — December 22, 2021, and January 1 — December 31 2020, respectively. See Note 17. | |||||
[5] | Basic and diluted net loss per unit amounts are the same for both Class A common units and Class B common units. See Note 13. |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 22, 2021 | Dec. 31, 2020 |
Cost, depreciation and amortization | $ 94 | $ 5,751 | $ 2,567 |
Management Services Agreement [Member] | |||
Related party transaction, expenses | 0 | 1,723 | 722 |
Related Party [Member] | |||
Cost, inventory purchases from related party | $ 700 | $ 9,165 | $ 4,434 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Equity and Redeemable Non-Controlling Interest (Successor) and Class A Contingently Redeemable Preferred Units and Members' Equity (Predecessor) - USD ($) $ in Thousands | Total | Revision of Prior Period, Adjustment [Member] | Class B Common Stock | Class A Contingently Redeemable Preferred Equity | Common StockClass A Common Stock | Common StockClass A Common StockRevision of Prior Period, Adjustment [Member] | Common StockClass B Common Stock | Common StockClass B Common StockRevision of Prior Period, Adjustment [Member] | Additional Paid-in CapitalRevision of Prior Period, Adjustment [Member] | Accumulated Deficit | Accumulated DeficitRevision of Prior Period, Adjustment [Member] | Accumulated Other Comprehensive Income (Loss) | Redeemable Noncontrolling InterestRevision of Prior Period, Adjustment [Member] | |||
Opening Balance, Shares, Contingently Redeemable Preferred Units at Dec. 31, 2019 | [1] | 702,493 | ||||||||||||||
Opening Balance, Value, Contingently Redeemable Preferred Units at Dec. 31, 2019 | [1] | $ 31,836 | ||||||||||||||
Shareholders' equity beginning balance at Dec. 31, 2019 | [1] | $ 22,899 | $ 18,701 | $ 10,467 | $ (6,269) | $ 0 | ||||||||||
Shareholders' equity beginning balance (in shares) at Dec. 31, 2019 | [1] | 2,883,452 | 1,567,546 | |||||||||||||
Members' contributions | [1] | 19,686 | $ 17,168 | $ 2,518 | ||||||||||||
Members' contributions, Shares | [1] | 2,597,159 | 380,906 | |||||||||||||
Members' contributions, Value, Contingently Redeemable Preferred Units | [1] | $ 20,759 | ||||||||||||||
Members' contributions, Shares, Contingently Redeemable Preferred Units | [1] | 423,083 | ||||||||||||||
Issuance of member interests | [1] | 1,431 | $ 1,431 | |||||||||||||
Issuance of member interests, Shares | [1] | 294,529 | ||||||||||||||
Issuance of member interests, Value, Contingently Redeemable Preferred Units | [1] | $ 1,510 | ||||||||||||||
Issuance of member interests, Shares, Contingently Redeemable Preferred Units | [1] | 41,842 | ||||||||||||||
Share based compensation | [1] | 34 | $ 34 | |||||||||||||
Net income (loss) | (7,963) | [1] | $ (2,583) | (7,963) | [1] | |||||||||||
Foreign currency translation adjustments | [1] | (68) | (68) | |||||||||||||
Closing Balance, Value, Redeemable Noncontrolling Interest at Dec. 31, 2020 | [1] | $ 0 | ||||||||||||||
Shareholders' equity ending balance at Dec. 31, 2020 | [1] | 36,019 | 0 | $ 35,869 | $ 14,450 | (14,232) | (68) | |||||||||
Shareholders' equity ending balance (in shares) at Dec. 31, 2020 | [1] | 5,480,611 | 2,242,981 | |||||||||||||
Ending Balance, Value, Contingently Redeemable Preferred Units at Dec. 31, 2020 | [1] | 54,105 | $ 54,105 | |||||||||||||
Ending Balance, Shares, Contingently Redeemable Preferred Units at Dec. 31, 2020 | [1] | 1,167,418 | ||||||||||||||
Share based compensation | [1] | 2,649 | $ 2,649 | |||||||||||||
Net income (loss) | (16,474) | [1] | $ (4,784) | (16,474) | [1] | |||||||||||
Foreign currency translation adjustments | [1] | 113 | 113 | |||||||||||||
Closing Balance, Value, Redeemable Noncontrolling Interest at Dec. 22, 2021 | [1] | $ 842,950 | ||||||||||||||
Shareholders' equity ending balance at Dec. 22, 2021 | [1] | 22,307 | $ 38,518 | $ 14,450 | (30,706) | 45 | ||||||||||
Shareholder's equity ending balance at Dec. 22, 2021 | [1] | 384,200 | $ 5 | $ 8 | $ 466,206 | $ (82,019) | ||||||||||
Shareholders' equity ending balance (in shares) at Dec. 22, 2021 | [1] | 5,480,611 | 50,785,656 | 2,242,981 | 84,284,971 | |||||||||||
Ending Balance, Value, Contingently Redeemable Preferred Units at Dec. 22, 2021 | [1] | $ 54,105 | ||||||||||||||
Ending Balance, Shares, Contingently Redeemable Preferred Units at Dec. 22, 2021 | [1] | 1,167,418 | ||||||||||||||
Opening Balance, Shares, Contingently Redeemable Preferred Units at Dec. 31, 2020 | [1] | 1,167,418 | ||||||||||||||
Opening Balance, Value, Contingently Redeemable Preferred Units at Dec. 31, 2020 | [1] | 54,105 | $ 54,105 | |||||||||||||
Shareholders' equity beginning balance at Dec. 31, 2020 | [1] | 36,019 | 0 | $ 35,869 | $ 14,450 | (14,232) | (68) | |||||||||
Shareholders' equity beginning balance (in shares) at Dec. 31, 2020 | [1] | 5,480,611 | 2,242,981 | |||||||||||||
Opening Balance, Value, Redeemable Noncontrolling Interest at Dec. 31, 2020 | [1] | 0 | ||||||||||||||
Closing Balance, Value, Redeemable Noncontrolling Interest at Dec. 31, 2021 | [1] | 841,982 | 841,982 | |||||||||||||
Shareholders' equity ending balance at Dec. 31, 2021 | [1] | 418,777 | ||||||||||||||
Shareholder's equity ending balance at Dec. 31, 2021 | [1] | 418,777 | $ 5 | $ 8 | 466,345 | (47,581) | ||||||||||
Shareholders' equity ending balance (in shares) at Dec. 31, 2021 | [1] | 50,785,656 | 84,284,971 | |||||||||||||
Ending Balance, Value, Contingently Redeemable Preferred Units at Dec. 31, 2021 | [1] | 0 | ||||||||||||||
Opening Balance, Shares, Contingently Redeemable Preferred Units at Dec. 22, 2021 | [1] | 1,167,418 | ||||||||||||||
Opening Balance, Value, Contingently Redeemable Preferred Units at Dec. 22, 2021 | [1] | $ 54,105 | ||||||||||||||
Shareholder's equity beginning balance at Dec. 22, 2021 | [1] | 384,200 | $ 5 | $ 8 | 466,206 | (82,019) | ||||||||||
Shareholders' equity beginning balance at Dec. 22, 2021 | [1] | 22,307 | $ 38,518 | $ 14,450 | $ (30,706) | $ 45 | ||||||||||
Shareholders' equity beginning balance (in shares) at Dec. 22, 2021 | [1] | 5,480,611 | 50,785,656 | 2,242,981 | 84,284,971 | |||||||||||
Opening Balance, Value, Redeemable Noncontrolling Interest at Dec. 22, 2021 | [1] | 842,950 | ||||||||||||||
Equity based compensation | [1] | 139 | 139 | |||||||||||||
Net income (loss) | [1] | $ 34,438 | 34,438 | 34,438 | (968) | |||||||||||
Closing Balance, Value, Redeemable Noncontrolling Interest at Dec. 31, 2021 | [1] | 841,982 | $ 841,982 | |||||||||||||
Shareholders' equity ending balance at Dec. 31, 2021 | [1] | 418,777 | ||||||||||||||
Shareholder's equity ending balance at Dec. 31, 2021 | [1] | 418,777 | $ 5 | $ 8 | $ 466,345 | $ (47,581) | ||||||||||
Shareholders' equity ending balance (in shares) at Dec. 31, 2021 | [1] | 50,785,656 | 84,284,971 | |||||||||||||
Ending Balance, Value, Contingently Redeemable Preferred Units at Dec. 31, 2021 | [1] | $ 0 | ||||||||||||||
[1] | See accompanying notes to the consolidated financial statements. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 22, 2021 | Dec. 31, 2020 | |||
Cash Flows from Operating Activities | ||||||
Net Income (loss) | [1] | $ 33,470 | $ (16,474) | $ (7,963) | ||
Adjustments to reconcile net loss to net cash from operating activities: | ||||||
Depreciation | [1] | 700 | 445 | |||
Depreciation and amortization included in cost of revenue | [1] | 4,873 | 2,567 | |||
Amortization of intangible assets | [1] | 10,535 | 4,227 | |||
Loss on disposal of property, plant and equipment | [1] | 307 | 214 | |||
Loss on debt extinguishment | 0 | 2,031 | [1] | 0 | [1] | |
Gain on PPP Forgiveness | [1] | (1,624) | 0 | |||
Foreign currency translation adjustment | [1] | 113 | (68) | |||
Bad debt expense | [1] | 373 | 223 | |||
Share-based compensation | [1] | 2,649 | 34 | |||
Deferred Taxes | [1] | 0 | 0 | |||
Non-Controlling Interest | [1] | 0 | 0 | |||
Change in fair value of Fathom earnout shares liability | [1] | (3,550) | 1,055 | |||
Change in fair value of Sponsor earnout shares liability | [1] | 0 | 0 | |||
Change in fair value of tax receivable agreement | 300 | 0 | [1] | 0 | [1] | |
Change in fair value of Warrant liability | (8,200) | 0 | [1] | 0 | [1] | |
Amortization of debt financing costs | 16 | 3,126 | [1] | 205 | [1] | |
Changes in operating assets and liabilities that provided cash: | ||||||
Accounts receivable | [1] | (5,404) | 1,063 | |||
Inventory | [1] | (961) | (356) | |||
Prepaid expenses and other assets | [1] | (2,937) | (653) | |||
Accounts payable | [1] | 9,541 | 595 | |||
Accrued liabilities and other | [1] | 3,925 | 282 | |||
Net cash provided by operating activities | 7,223 | 1,870 | ||||
Cash Flows from Investing Activities | ||||||
Purchase of property and equipment | [1] | (8,972) | (1,626) | |||
Cash used for acquisitions, net of cash acquired | [1] | (67,428) | (94,412) | |||
Net cash used in investing activities | [1] | (76,400) | (96,038) | |||
Cash Flows from Financing Activities | ||||||
Proceeds from debt | [1] | 183,500 | 65,124 | |||
Payments on debt | [1] | (104,091) | (1,679) | |||
Proceeds from term loan and revolver | [1] | 0 | 0 | |||
Payment of debt issuance costs | [1] | (3,259) | (1,207) | |||
Proceeds from issuance of members' units | [1] | 0 | 40,445 | |||
Cash paid for contingent consideration | [1] | (5,584) | (1,353) | |||
Net cash provided by financing activities | [1] | 70,566 | 101,330 | |||
Net increase in cash | [1] | 1,389 | 7,162 | |||
Cash, beginning of period | [1] | 9,577 | 8,188 | 1,026 | ||
Cash, end of period | [1] | 9,577 | 8,188 | |||
Supplemental Cash Flows Information: | ||||||
Cash paid for interest | [1] | 9,436 | 3,491 | |||
Cash paid for taxes | [1] | 62 | 11 | |||
Cash paid to related parties (Note 17) | [1] | 11,252 | 6,879 | |||
Significant non-cash transactions: | ||||||
Issuance of member interests for acquisitions | [1] | 0 | 2,941 | |||
Initial recognition of contingent consideration for acquisitions | [1] | 1,295 | $ 11,737 | |||
Revision of Prior Period, Adjustment [Member] | ||||||
Cash Flows from Operating Activities | ||||||
Net Income (loss) | [1] | 34,438 | ||||
Adjustments to reconcile net loss to net cash from operating activities: | ||||||
Depreciation | [1] | 60 | ||||
Depreciation and amortization included in cost of revenue | [1] | 72 | ||||
Amortization of intangible assets | [1] | 378 | ||||
Loss on disposal of property, plant and equipment | [1] | 0 | ||||
Loss on debt extinguishment | [1] | 0 | ||||
Gain on PPP Forgiveness | [1] | 0 | ||||
Foreign currency translation adjustment | [1] | 0 | ||||
Bad debt expense | [1] | 0 | ||||
Share-based compensation | [1] | 139 | ||||
Deferred Taxes | [1] | (3) | ||||
Non-Controlling Interest | [1] | (968) | ||||
Change in fair value of Fathom earnout shares liability | [1] | (23,860) | ||||
Change in fair value of Sponsor earnout shares liability | [1] | (3,400) | ||||
Change in fair value of tax receivable agreement | [1] | 300 | ||||
Change in fair value of Warrant liability | [1] | (8,200) | ||||
Amortization of debt financing costs | [1] | 16 | ||||
Changes in operating assets and liabilities that provided cash: | ||||||
Accounts receivable | [1] | (356) | ||||
Inventory | [1] | (340) | ||||
Prepaid expenses and other assets | [1] | 1,249 | ||||
Accounts payable | [1] | (100) | ||||
Accrued liabilities and other | [1] | 1,096 | ||||
Net cash provided by operating activities | 521 | |||||
Cash Flows from Investing Activities | ||||||
Purchase of property and equipment | [1] | 0 | ||||
Cash used for acquisitions, net of cash acquired | [1] | 0 | ||||
Net cash used in investing activities | [1] | 0 | ||||
Cash Flows from Financing Activities | ||||||
Proceeds from debt | [1] | 0 | ||||
Payments on debt | [1] | 0 | ||||
Proceeds from term loan and revolver | [1] | 0 | ||||
Payment of debt issuance costs | [1] | 0 | ||||
Proceeds from issuance of members' units | [1] | 0 | ||||
Cash paid for contingent consideration | [1] | 0 | ||||
Net cash provided by financing activities | [1] | 0 | ||||
Net increase in cash | [1] | 521 | ||||
Cash, beginning of period | [1] | 19,836 | ||||
Cash, end of period | 20,357 | $ 19,836 | [1] | |||
Supplemental Cash Flows Information: | ||||||
Cash paid for interest | [1] | 700 | ||||
Cash paid for taxes | [1] | 0 | ||||
Cash paid to related parties (Note 17) | [1] | 700 | ||||
Significant non-cash transactions: | ||||||
Issuance of member interests for acquisitions | [1] | 0 | ||||
Initial recognition of contingent consideration for acquisitions | [1] | $ 0 | ||||
[1] | See accompanying notes to the consolidated financial statements. |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2021 | |
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. Fathom, through its consolidated subsidiary, Fathom Holdco, LLC (“Fathom OpCo”), is a leading on-demand Fathom OpCo was formed on April 16, 2021 as a limited liability company in accordance with the provisions of the Delaware Limited Liability Company Act, for the purpose of holding a 100 percent equity interest in MCT Group Holdings, LLC and its subsidiaries (“MCT Holdings”) and holding a 100 percent equity interest in Incodema Holdings, LLC and its subsidiaries (“Incodema Holdings”). |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2—Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements comprise the financial statements of Fathom and its controlled subsidiaries for the nine-day The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The consolidated balance sheet as of December 31, 2020 (Predecessor) and the consolidated statement of comprehensive loss for the 2020 Predecessor Period comprise the consolidated financial statements of Fathom OpCo for the same periods which were previously filed within the Company’s registration statements files with the SEC, with certain reclassifications on the consolidated balance sheet and consolidated statement of comprehensive loss that were made such that the financial captions between the Successor Period and the Predecessor Periods are comparable. Amounts in the prior years’ consolidated financial statements are reclassified whenever necessary to conform to the current year’s presentation. The reclassifications had no impact on our results of operations, financial position, or cash flows for the Predecessor Periods. All material intercompany balances have been eliminated in consolidation in each period presented. Correction of Immaterial Errors The consolidated financial statements as of and for the 2020 Predecessor Period include the correction of an immaterial error. The correction relates to the misclassification of selling, general, and administrative expense as other expense on the consolidated statement of comprehensive loss for the 2020 Predecessor Period. The correction resulted in an increase to selling, general, and administrative expense of $2,511 and a decrease to other expense of $2,511 for the 2020 Predecessor Period. The comprehensive loss for the 2020 Predecessor Period was not impacted as a result of the correction of this immaterial error. In addition, the consolidated financial statements as of and for the 2021 Predecessor period include the correction of an immaterial error. The correction relates to the understatement of stock compensation expense in periods prior to the 2021 Predecessor Period. A correcting entry of $512 was recorded in the 2021 Predecessor Period statement of comprehensive loss as a prospective correction of the prior period immaterial errors. Principles of Consolidation The consolidated financial statements include the accounts of the Company, its controlled subsidiaries and certain variable interest entities (“VIEs”) where the Company is the primary beneficiary. The Company is deemed to be the primary beneficiary of a VIE when it has both (1) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and (2) exposure to benefits and/or losses that could potentially be significant to the entity. Assets and liabilities of VIEs and their respective results of operations are consolidated from the date that the Company became the primary beneficiary through the date that the Company ceases to be the primary beneficiary. Fathom consolidates the accounts of Fathom OpCo since Fathom OpCo has been determined to be a VIE and Fathom is the primary beneficiary of Fathom OpCo. Business Combination The Company applies the acquisition method to all transactions and other events in which the entity obtains control over one or more other businesses, including the Business Combination, (as defined in Note 3), whereby Fathom was determined to be the primary beneficiary of Fathom OpCo, a VIE. Assets acquired and liabilities assumed are measured at fair value as of the acquisition date. Liabilities related to contingent consideration are recognized at the acquisition date and re-measured Under Accounting Codification Standards (“ASC”) Topic 805—Business Combinations (“ASC 805”), there is an option to apply push-down accounting, which establishes a new basis for the assets and liabilities of the acquired company based on a “push-down” of the acquirer’s stepped-up Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires the Company’s management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which the Company’s management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Income Taxes The Company accounts for income taxes under ASC Topic 740— Income Taxes Credit Risk, Major Customers, and Suppliers The Company extends trade credit to its customers on terms that are generally practiced in the industry. During the 2020 Predecessor Period, the 2021 Predecessor Period, and 2021 Successor Period the Company did not have any customers or suppliers that comprised a significant percentage of the Company’s operations. Trade Accounts Receivable, Unbilled Revenue and Allowance for Doubtful Accounts Accounts receivable are stated at net invoice amounts. Unbilled revenue represents receivables due from customers as either the performance obligation has been completed for revenue recognized over time or the product has shipped and the customer invoice has yet to be generated. The balance in unbilled revenue, included in accounts receivable, was $0 and $173 as of December 31, 2021 (Successor) and December 31, 2020 (Predecessor), respectively. An allowance for doubtful accounts is established based on a specific assessment of all invoices that remain unpaid following normal customer payment periods. In addition, a general valuation allowance is established for the remaining accounts receivable that have not been specifically assessed based on historical loss experience as well as geographic and general economic conditions. All amounts deemed to be uncollectible are charged against the allowance for doubtful accounts in the period that determination is made. The allowance for doubtful accounts on accounts receivable balances was $1,150 as of December 31, 2021 (Successor) and $649 as of December 31, 2020 (Predecessor). Inventory Inventory is stated at the lower of cost or net realizable value (“NRV”), with NRV based on selling prices in first-in, first-out Property and Equipment Property and equipment are recorded at cost less accumulated depreciation and amortization. The straight-line method is used for computing depreciation. Assets are depreciated over their estimated useful lives. The cost of leasehold improvements are amortized over the lesser of the length of the related leases or the estimated useful lives of the assets. Costs of maintenance and repairs are charged to expense when incurred. See Note 7 for further information. Goodwill The Company recognizes goodwill in accordance with ASC Topic 350— Goodwill and Other. Intangible Assets Acquired intangible assets subject to amortization are stated at cost and are amortized using the straight-line method over the estimated useful lives of the assets. Intangible assets that are subject to amortization are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. During the 2021 Successor Period, 2021 Predecessor Period, and 2020 Predecessor Period, there were no impairments of intangible assets. New Fathom Units In conjunction with the Business Combination, Fathom OpCo restructured its classes of members units whereby, subsequent to the Business Combination, Fathom OpCo’s equity consists solely of Class A common units (the “New Fathom Units”). Prior to the Business Combination, Fathom OpCo’s members’ equity consisted of Class A common units and Class B common units. See Note 14 for further information. Warrant Liability The Company accounts for both the Public Warrants (the “Public Warrants”) and Private Placement Warrants (the “Private Placement Warrants”) (collectively as the “Warrants”) as liability-classified instruments based on an assessment of the Warrants’ specific terms and applicable authoritative guidance per ASC Topic 480, Distinguishing Liabilities from Equity Derivatives and Hedging Since both the Public Warrants and Private Placement Warrants are liability-classified, the Warrants are required to be recorded at fair value on the date of issuance and each balance sheet date thereafter. Changes in the fair value of the Warrants are recognized as a non-cash Fathom Earnout Shares The Company issued 9,000,000 shares of Class A common stock and New Fathom Units that are subject to certain vesting and transfer restrictions (collectively, the “Fathom Earnout Shares”) as part of the Business Combination. The Fathom Earnout Shares vest in three tranches of 3,000,000 shares. The first tranche of the Fathom Earnout Shares vest if the volume weighted average price (“VWAP”) of the Company’s Class A common stock with respect to a trading day is greater than or equal to $12.50 for any 20 trading days within a consecutive 30-trading-day 30-trading-day 30-trading-day The Fathom Earnout Shares were issued as part of the Business Combination and are accounted for as contingent consideration, and thus purchase consideration, and classified as a liability. This classification requires the Company to re-measure Sponsor Earnout Shares Prior to Altimar II’s initial public offering, Altimar II Sponsor, LLC (the “Sponsor”) received 8,625,000 Class B Ordinary Shares (“Founder Shares”) of the Company in exchange for an investment of $25. In conjunction with the Business Combination, the holders of the Founder Shares forfeited 2,587,500 Founder Shares and received 1,267,500 shares of Class A common stock, (the “Sponsor Earnout Shares” and, together with the Fathom Earnout Shares, the “Earnout Shares”) which vest only if the stock price of the Company reaches $12.50 for any 20 days within a consecutive 30-trading-day The Company classifies the Sponsor Earnout Shares as a liability measured at fair value upon the consummation of the Business Combination, the date of issuance, and each subsequent reporting date. The Sponsor Earnout Shares are not included as part of the consideration transferred in the Business Combination since the Sponsor Earnout Shares do not represent payments to any of the sellers in the Business Combination. Non-controlling Non-controlling non-controlling The Company’s non-controlling non-controlling non-controlling non-controlling Tax Receivable Agreement In connection with the Business Combination, Fathom entered into the Tax Receivable Agreement (“TRA”), which generally provides for the payment by it of 85% of the net cash savings, if any, in U.S. federal, state and local, income and franchise tax (computed using certain assumptions to address the impact of state and local taxes) that it actually realizes (or in certain cases is deemed to realize) as a result of tax basis in certain assets and other tax attributes. The TRA is a direct obligation of the Company, and not of its subsidiaries. Since the payments under the TRA will be made to selling shareholders of Fathom OpCo, the fair value of the TRA as of the date of the Business Combination is considered part of the consideration transferred as part of the Business Combination with Fathom OpCo. See Note 3 for further information. Subsequent to the initial recognition of the TRA as part of the Business Combination on December 23, 2021, the TRA is recorded at fair value. Any changes in fair value of the TRA subsequent to the Business Combination are recorded as non-cash Foreign Currency Exchange and Translation The expression of assets and liabilities in a foreign currency amount gives rise to exchange gains and losses when such obligations are paid in U.S. dollars. Foreign currency exchange rate adjustment (i.e., differences between amounts recorded and actual amounts owed or paid) are reported in the consolidated statements of comprehensive income (loss) as foreign currency fluctuations occur. Foreign currency exchange rate adjustments are reported in the consolidated statements of cash flows using the exchange rates in effect at the time of the cash flows. Assets and liabilities of the Company’s operations in China are translated into U.S. dollars at the rate of exchange in effect at the close of the period. Income and expenses are translated at an average rate of exchange for the period. The aggregate effect of translating the financial statements is included in other comprehensive loss. Adjustments to the 2021 Successor Period, 2021 Predecessor Period, and 2020 Predecessor Period were immaterial. Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement Fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets and liabilities in active markets and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset. These Level 3 fair value measurements are based primarily on management’s own estimates using pricing models, discounted cash flow methodologies, or similar techniques considering the characteristics of the asset. In instances whereby, inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability. Debt Issuance Costs Debt issuance costs were incurred by Fathom OpCo in connection with obtaining the debt to finance the acquisitions disclosed in Note 4. If such financing is settled or replaced prior to maturity with debt instruments that have substantially different terms, the settlement is treated as an extinguishment and the unamortized costs are charged to gain or loss on extinguishment of debt. If such financing is settled or replaced with debt instruments from the same lender that do not have substantially different terms, the new debt agreement is accounted for as a modification of the prior debt agreement and the unamortized costs remain capitalized, the new original issuance discount costs are capitalized, and any new third-party costs are charged to expense. These costs are recorded as a reduction in the recorded balance of the outstanding debt. The costs are amortized over the term of the related debt and reported as a component of interest expense by using the straight-line method which is not materially different than the effective interest method. Revenue Recognition The Company accounts for revenue under ASC Topic 606, Revenue from Contracts with Customer’s point-in-time allocates revenue to each performance obligation based on its relative standalone selling price and recognizes revenue for each performance obligation on a point-in-time Segment Reporting In accordance with the Financial Accounting Standards Board’s (“FASB”) authoritative guidance on segment reporting, the Company has one operating segment and one reportable segment. The Company has one line of business, which is product development and on-demand Other Comprehensive Loss U.S. GAAP generally requires that recognized revenue, expenses, gains and losses be included in net income. Certain changes in assets and liabilities, however, such as foreign currency translation adjustments, are reported as a direct adjustment to the equity section of the consolidated balance sheets. Such items, along with net income, are considered components of comprehensive income or loss. Recent Accounting Pronouncements The FASB issued Accounting Standards Update (“ASU”) 2016-02 Leases right-to-use right-to The FASB issued ASU 2016-13, In August 2020, the FASB issued “Accounting Standards Update No. 2020-06, 470-20”) 815-40): (“ASU 2020-06”), 2020-06 2020-06 2020-06 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Business Combination with Fatho
Business Combination with Fathom OpCo | 12 Months Ended |
Dec. 31, 2021 | |
Business Acquisition [Line Items] | |
Business Combination with Fathom OpCo | Note 4—Fathom OpCo Predecessor Period Acquisitions In the Predecessor Periods, Fathom OpCo completed a series of acquisitions that were each accounted for under the acquisition method in accordance with ASC 805. Acquisition of Incodema, LLC and Newchem, LLC Fathom OpCo completed acquisitions of Incodema, LLC (“Incodema”) and Newchem, LLC (“Newchem”) on July 27, 2020 in which it acquired 100 percent of the membership interests of Incodema and Newchem. Incodema is a prototype and short run sheet metal stamping provider, and Newchem is a photochemical milling company whose process involves coating material specified with a light sensitive polymer, imaging with a photo tool using UV light, developing and then chemically etching. The acquisition was consistent with Fathom OpCo’s mission to expand its high-quality manufacturing and industrial technology capabilities in North America. The transaction was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred consisted of the following: Consideration Incodema Newchem Total Cash $ 30,948 $ 6,320 $ 37,268 Equity instruments 920 183 1,103 Contingent consideration 8,696 — 8,696 Fair value of total consideration transferred $ 40,564 $ 6,503 $ 47,067 The consideration excluded $1,489 of buyer transaction expenses that were included in other expenses within the 2020 Predecessor Period consolidated statements of comprehensive loss. In addition, Fathom OpCo paid a transaction fee of $400 to an affiliate of the majority member of Fathom OpCo in conjunction with the transaction. The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the acquisition of Incodema and Newchem: Acquisition Date Incodema Newchem Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 63 $ 69 Accounts receivable, net 2,370 741 Inventory 735 487 Other current assets 3 1 Prepaid expenses 77 8 Fixed assets, net 2,277 1,949 Intangible assets 19,300 2,800 Total assets acquired 24,825 6,055 Accounts payable 324 223 Accrued expenses 110 35 Other current liabilities 286 61 Total liabilities assumed 720 319 Total identifiable net assets 24,105 5,736 Goodwill $ 16,459 $ 767 Additional contingent c Below is a summary of the intangible assets acquired in the acquisition: Acquisition Date Fair Value - Incodema Estimated Life Trade name $ 2,700 15 Customer relationships 11,500 9 Developed software 5,100 5 Total intangible assets $ 19,300 Acquisition Date Fair Value - Newchem Estimated Life Trade name $ 300 5 Customer relationships 2,500 16 Total intangible assets $ 2,800 The amounts of revenue and net (loss) of Incodema since the acquisition date included in the 2020 Predecessor Period consolidated statement of comprehensive loss was as follows: Period From January 1 - December 31, 2020 Revenue $ 6,900 Net (loss) $ (1,085 ) The amounts of revenue and net income of Newchem since the acquisition date included in the 2020 Predecessor Period consolidated statement of comprehensive loss was as follows: Period From Revenue $ 2,369 Net income $ 184 Acquisition of Dahlquist Machine, LLC Fathom OpCo completed an acquisition of Dahlquist Machine, LLC (“Dahlquist”) on December 16, 2020 in which it acquired 100 percent of the membership interest of Dahlquist. In conjunction with the equity purchase, Fathom OpCo acquired the real estate in which Dahlquist Machine, LLC performs their operations. Dahlquist is a precision machining company with state-of-the-art The transaction was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred consisted of the following: Total Consideration Cash $ 16,098 Equity instruments 368 Contingent consideration 1,166 Fair value of total consideration transferred $ 17,632 The consideration excludes $804 of buyer transaction expenses that are included in other expenses within the 2020 Predecessor Period consolidated statements of comprehensive loss. In addition, Fathom Opco paid a transaction fee of $252 to an affiliate of the majority member of Fathom OpCo as part of the transaction. The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the acquisition of Dahlquist: Total Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 357 Accounts receivable, net 1,215 Inventory 1,597 Indemnification asset — 518 Prepaid expenses 8 Fixed assets, net 3,753 Intangible assets 8,300 Total assets acquired 15,748 Accounts payable 68 Paycheck Protection Program (PPP) loan 518 Accrued expenses 475 Total liabilities assumed 1,061 Total identifiable net assets 14,687 Goodwill $ 2,945 The earnout is based upon the Dahlquist’s reported earnings before interest, taxes, depreciation, and amortization for the trailing twelve-month period ending June 30, 2021. All contingent consideration balances related to the Dahlquist acquisition ($2,600) have been paid as of December 31, 2021 (Successor). Below is a summary of the intangible assets acquired in the acquisition: Acquisition Date Estimated Trade name $ 500 5 Customer relationships 7,800 14 Total intangible assets $ 8,300 The amounts of revenue and net (loss) of Dahlquist since the acquisition date included in the 2020 Predecessor Period consolidated statement of comprehensive loss was a follows: Period From Revenue $ 310 Net (loss) $ (940 ) Acquisition of Majestic Metals, LLC Fathom OpCo completed an acquisition of Majestic Metals, LLC (“Majestic”) on December 17, 2020 in which it acquired 100 percent of the membership interest of Majestic. Majestic is a precision sheet metal fabricator and has evolved into one of the most progressive precision sheet metal products manufacturers in the nation. The acquisition is consistent with the Fathom OpCo’s mission to expand its high-quality manufacturing and industrial technology capabilities in North America. The transaction was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred consisted of the following: Total Consideration Cash $ 33,557 Equity instruments 1,471 Fair value of total consideration transferred $ 35,028 The consideration excludes $1,145 of buyer transaction expenses that are included in other expenses within the 2020 Predecessor Period consolidated statement of comprehensive loss. In addition, Fathom OpCo paid a transaction fee of $361 to an affiliate of the majority member of Fathom OpCo. The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the acquisition: Total Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ (1 ) Accounts receivable, net 2,646 Inventory 1,184 Other current assets 30 Prepaid expenses 201 Fixed assets, net 4,229 Intangible assets 20,100 Total assets acquired 28,389 Accounts payable 244 Accrued expenses 231 Other current liabilities 644 Total liabilities assumed 1,119 Total identifiable net assets 27,270 Goodwill $ 7,758 Below is a summary of the intangible assets acquired in the acquisition: Acquisition Date Estimated Trade name $ 1,500 5 Customer relationships 18,600 16 Total intangible assets $ 20,100 The amounts of revenue and net (loss) of Majestic since the acquisition date included in the 2020 Predecessor Period statement of comprehensive loss for the reporting periods are as follows: Period From Revenue $ 911 Net (loss) $ (1,129 ) Acquisition of Summit Tooling, Inc., and Summit Plastics, LLC: Fathom OpCo completed an acquisition of Summit Tooling Inc. (“Summit Tooling”) and Summit Plastics LLC (“Summit Plastics”, together with Summit Tooling, “Summit”) on February 1, 2021 in which it acquired 100 percent of the equity interests of Summit. In conjunction with the equity purchase, Fathom OpCo acquired the real estate in which Summit performs their operations. Summit Tooling designs and manufactures plastic injection molds and Summit Plastics provides molding of precision plastic components for a variety of industries. The primary reason for the acquisition was to expand Fathom OpCo’s capabilities in manufacturing and expand its customer base of high-quality manufacturing and industrial technology companies in North America. The transaction was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred consisted of the following: Total Consideration Cash $ 10,875 Fair value of total consideration transferred $ 10,875 The consideration excluded $892 of buyer transaction expenses that are included in other expenses within the 2021 Predecessor Period consolidated statement of comprehensive loss. In addition, Fathom OpCo paid a transaction fee of $225 to an affiliate of the majority member of Fathom OpCo. The goodwill recognized as part of the acquisition primarily reflects the value of the assembled workforce acquired and the value of future growth prospects and expected business synergies realized as a result of combining and integrating the acquired business into Fathom OpCo’s existing platform. The goodwill recognized is partially deductible for tax purposes. The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the acquisition of Summit: Total Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 40 Accounts receivable, net 627 Inventory 339 Fixed assets, net 4,371 Intangible assets 5,000 Total assets acquired 10,377 Accounts payable 40 Deferred revenue 776 Other current liabilities 1,418 Total liabilities assumed 2,234 Total identifiable net assets 8,143 Goodwill $ 2,732 Below is a summary of the intangible assets acquired in the acquisition: Acquisition Date Estimated Trade name $ 400 5 Customer relationships 4,600 11 Total intangible assets $ 5,000 The amounts of revenue and net loss of Summit since the acquisition date included in the consolidated statements of comprehensive loss for the 2021 Predecessor Period are as follows: Period From Revenue $ 6,748 Net (loss) $ (370 ) Acquisition of Precision Process Corp.: Fathom OpCo completed an acquisition of Precision Process Corp. (“PPC”) on April 30, 2021 in which it acquired 100 percent of the membership interest of PPC. In conjunction with the equity purchase, Fathom Opco acquired the real estate in which PPC performs their operations. PPC is a manufacturing company that offers integrated engineering-to-production small-run The transaction was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred consisted of the following: Total Consideration Cash $ 25,721 Fair value of total consideration transferred $ 25,721 The consideration excludes $984 of buyer transaction expenses that are included in other expenses within the accompanying consolidated statements of comprehensive loss. Fathom OpCo paid a transaction fee of $264 to an affiliate of the majority member of Fathom OpCo. The goodwill recognized as part of the acquisition primarily reflects the value of the assembled workforce acquired and the value of future growth prospects and expected business synergies realized as a result of combining and integrating the acquired business into Fathom OpCo’s existing platform. The goodwill recognized is partially deductible for tax purposes. The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the acquisition of PPC: Total Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 162 Accounts receivable, net 899 Inventory 480 Fixed assets, net 2,413 Intangible assets 14,200 Total assets acquired 18,154 Accounts payable 148 Accrued expenses 79 Total liabilities assumed 227 Total identifiable net assets 17,927 Goodwill $ 7,794 Below is a summary of the intangible assets acquired in the acquisition: Acquisition Date Estimated Trade name $ 1,100 5 Customer relationships 13,100 17 Total intangible assets $ 14,200 The amounts of revenue and net loss of PPC since the acquisition date included in the consolidated statements of comprehensive loss for the 2021 Successor Period is as follows: Period From Revenue $ 6,993 Net (loss) $ (34 ) Acquisition of Centex Machine and Welding, Inc. and Laser Manufacturing, Inc.: Fathom OpCo completed acquisitions of Centex Machine and Welding, Inc. (“Centex”) and Laser Manufacturing, Inc. (“Laser”) on April 30, 2021 in which it acquired 100 percent of the equity interests of Centex and Laser. Centex is a top tier medical device manufacturing supplier and Laser provides high precision manufacturing services, combining state of the art technology with expert craftsmanship to deliver superior products. The acquisition was completed in order to expand Fathom OpCo’s high-quality manufacturing and industrial technology capabilities in North America. The transaction was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred consisted of the following: Centex Laser Total Consideration Cash $ 11,774 $ 6,946 $ 18,720 Fair value of total consideration transferred $ 11,774 $ 6,946 $ 18,720 The consideration excluded $1,226 of buyer transaction expenses that are included in other expenses within the 2021 Predecessor period consolidated statements of comprehensive loss. Fathom OpCo also paid a transaction fee of $190 to an affiliate of the majority member of the Fathom OpCo in connection with the transaction. The goodwill recognized as part of the acquisition primarily reflects the value of the assembled workforce acquired and the value of future growth prospects and expected business synergies realized as a result of combining and integrating the acquired businesses into the Company’s existing platform. The goodwill recognized is partially deductible for tax purposes. The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the acquisition of Centex and Laser: Acquisition Date Centex Laser Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ — $ 68 Accounts receivable, net 1,775 900 Inventory 524 622 Prepaid expenses 108 1 Fixed assets, net 1,787 760 Intangible assets 6,243 3,557 Other assets 1 2 Total assets acquired 10,438 5,910 Accounts payable 252 568 Paycheck Protection Program (PPP) loan 649 — Accrued expenses 271 27 Other current liabilities 23 44 Other noncurrent liabilities 1,234 703 Total liabilities assumed 2,429 1,342 Total identifiable net assets 8,009 4,568 Goodwill $ 3,765 $ 2,378 Below is a summary of the intangible assets acquired in the acquisition: Acquisition Date Fair Value - Centex Estimated Trade name $ 510 5 Customer relationships 5,733 17 Total intangible assets $ 6,243 Acquisition Date Fair Value - Laser Estimated Trade name $ 290 5 Customer relationships 3,267 17 Total intangible assets $ 3,557 The amounts of revenue and net loss of Centex and Laser since the acquisition date included in the consolidated statements of comprehensive loss for the 2021 Predecessor Period and is as follows: Period From Revenue $ 9,642 Net (loss) $ (98 ) Acquisition of Sureshot Precision, LLC: Fathom OpCo completed an acquisition of Sureshot Precision, LLC (d/b/a as “Micropulse West”) on April 30, 2021 in which it acquired 100 percent of the membership interest of Micropulse West. Micropulse West is a full-service specialist offering a variety of services such as wire Electrical Discharge Machine (“EDM”), ram EDM, small hole EDM, CNC and manual machining/turning, surface grinding, and inspection. The acquisition was consistent with the Fathom OpCo’s mission to acquire high-quality manufacturing and industrial technology companies in North America. The transaction was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred consisted of the following: Total Consideration Cash $ 12,452 Contingent consideration 1,295 Fair value of total consideration transferred $ 13,747 The consideration excludes $869 of buyer transaction expenses that are included in other expenses within the 2021 Predecessor Period consolidated statement of comprehensive loss. In addition, Fathom OpCo paid a transaction fee of $130 to an affiliate of the majority member of Fathom OpCo. The goodwill recognized as part of the acquisition primarily reflects the value of the assembled workforce acquired and the value of future growth prospects and expected business synergies realized as a result of combining and integrating the acquired businesses into Fathom OpCo’s existing platform. The goodwill recognized is partially deductible for tax purposes. The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the acquisition of Micropulse West: Total Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 70 Accounts receivable, net 866 Inventory 333 Other current assets 10 Fixed assets, net 2,490 Intangible assets 7,000 Total assets acquired 10,769 Accounts payable 139 Accrued expenses 13 Other current liabilities 99 Total liabilities assumed 251 Total identifiable net assets 10,518 Goodwill $ 3,229 Below is a summary of the intangible assets acquired in the acquisition: Acquisition Date Estimated Trade name $ 600 5 Customer relationships 6,400 17 Total intangible assets $ 7,000 The amounts of revenue and net loss of Micropulse West since the acquisition date included in the 2021 Predecessor Period consolidated statement of comprehensive loss is as follows: Period From Revenue $ 4,614 Net (loss) $ (115 ) Other acquisitions Fathom OpCo acquired substantially all assets and property, and agreed to assume certain liabilities of GPI Prototype & Manufacturing Services, LLC on August 18, 2020 for a total consideration transferred of $2,441. The primary reason for the acquisition was to expand Fathom OpCo’s capabilities in 3D printing as well as expand its customer based with high-quality manufacturing and industrial technology companies in North America. In addition, Fathom OpCo completed an acquisition of Mark Two Engineering, LLC (“Mark Two”) on December 18, 2020 in which it acquired 100 percent of the membership interest of Mark Two for a total consideration transferred of $6,639 . Mark Two is a contract manufacturing firm that specializes in rapid |
Fathom OpCo [Member] | |
Business Acquisition [Line Items] | |
Business Combination with Fathom OpCo | Note 3—Business Combination with Fathom OpCo On December 23, 202 “UP-C” The Business Combination was accounted for using the acquisition method with the Company as the accounting acquirer. Under the acquisition method of accounting, the Company’s assets and liabilities were recorded at carrying value, and the assets and liabilities associated with Fathom OpCo were recorded at estimated fair value as of the closing date. The excess of the purchase price over the estimated fair values of the net assets acquired was recognized as goodwill. For accounting purposes, the acquirer is the entity that has obtained control of another entity and, thus, consummated a business combination. The determination of whether control has been obtained begins with the evaluation of whether control should be evaluated based on the variable interest or the voting interest model. If the acquiree is a variable interest entity, the primary beneficiary would be the accounting acquirer. Fathom OpCo met the definition of a variable interest entity, and the Company was determined to the be the primary beneficiary and is therefore also the accounting acquirer in the Business Combination. See Note 2 and Note 22 for further information. As a result of the Business Combination, the Company’s financial statement presentation distinguishes Fathom OpCo as the “Predecessor” through the closing date. The Company is the “Successor” for periods after the closing date of December 22, 2021. Revenue and earnings from the date of the Business Combination to year-end step-up step-up In connection with the Business Combination, the Company incurred $19,010 of transaction expenses. These costs were recorded on the income statement of Altimar II prior to the Business Combination. Since the Predecessor period for purposes of these financial statements was deemed to be the historical results of Fathom OpCo, these transaction costs are not presented in either the Company’s consolidated statement of comprehensive income (loss) for the 2021 Predecessor Period or the consolidated statement of comprehensive income (loss) for the 2020 Predecessor Period. However, these transaction costs are reflected in the accumulated deficit balance of the Company in the consolidated balance sheet as of December 31, 2021 (Successor). Also, in connection with the Business Combination, Fathom OpCo incurred $27,397 of transaction expenses. $14,882 of this amount represented contingent fees and success fees which would not have been incurred had the Business Combination not closed. The Company has therefore elected an accounting policy to present these transaction costs “on-the-line” The seller earnout contingent consideration below represents the estimated fair market value of the 9,000,000 Fathom Earnout Shares issued in conjunction with the Business Combination. The Fathom Earnout Shares will be settled with shares of Class A common stock or New Fathom Units and is accounted for as liability classified contingent consideration. The Fathom Earnout Shares vest in three equal tranches of 3,000,000 shares each at the volume-weighted average share price thresholds of $12.50, $15.00 and $20.00, respectively. The earnout period related to the Fathom Earnout Shares is five years from the date of the closing of the Business Combination. These estimated fair values are preliminary and subject to adjustment in subsequent periods. In conjunction with the Business Combination, the Company recognized a deferred tax liability $17,573. The deferred tax liability was recorded on the standalone books of the Company with an offset to goodwill. The deferred tax liability is included in the other long-term liabilities caption in the table below. See Note 21 for further information. The Business Combination was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred was $1,364,220. See below for a summary of the total consideration transferred. Total Consideration Transferred: Total cash consideration $ 53,332 Fathom earnout shares 88,160 Class A common stock transferred 375,478 TRA obligations to the sellers 4,300 Total consideration transferred to sellers 521,270 Non-controlling 842,950 Fair value of total consideration transferred $ 1,364,220 The following table sets forth the fair value of the assets acquired and liabilities assumed in connection with the acquisition: Total Assets acquired: Cash and cash equivalents $ 9,577 Accounts receivable, net 25,010 Inventory 12,825 Prepaid expenses 2,336 Other current assets 836 Property and equipment, net 44,397 Goodwill 1,189,464 Intangible assets 270,000 Other assets 2,200 Total assets acquired 1,556,645 Total Liabilities assumed: Accounts payable 9,808 Taxes payable 71 Accrued expenses 4,860 Current portion—long-term debt 152,000 Deferred revenue 651 Other current liabilities 4,504 Other long-term liabilities 20,531 Total liabilities assumed 192,425 Net identifiable assets acquired $ 1,364,220 The purchase price allocation is preliminary and subject to change during the measurement period, which is not to exceed one year from the acquisition date. At this time, the Company does not expect material changes to the assets acquired or liabilities assumed. Goodwill represents future economic benefits arising from acquiring Fathom OpCo’s equity, primarily due to its strong market position and its assembled workforce that are not individually and separately recognized as intangible assets. The Goodwill is not deductible for tax purposes. Goodwill is allocated to the Company’s sole reportable segment and reporting unit. Identifiable Intangible Assets Provisional fair value Provisional useful life (in years) Trade name $ 70,000 15 Customer relationships 180,000 19 Developed software 4,300 5 Developed technology 15,700 5 $ 270,000 The weighted average amortization period for the amortizable intangibles assets is 16.9 years. The following table present unaudited pro forma as if the acquisition of Fathom OpCo had occurred on January 1, 2020 and for the years ended December 31, 2021 and December 31, 2020 respectively, after giving effects to certain adjustments. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have occurred had the acquisition been affected on January 1, 2020. In addition, these results are not intended to be a projection of future results and do not reflect events that may occur after the acquisition, including but not limited to revenue enhancements, cost savings or operating synergies that the combined entity may achieve as a result of the acquisition. The Company determined that the 2021 Successor Period was immaterial and therefore, not broken-out Pro Forma Information (Unaudited) Year Ended December 31, 2021 2020 Pro forma revenue $ 162,563 $ 149,405 Pro forma net (loss) (14,088 ) (17,939 ) Pro forma net (loss) attributable to controlling interest (5,297 ) (6,745 ) Pro forma net (loss) attributable to non-controlling $ (8,791 ) $ (11,194 ) The supplemental and unaudited pro forma net (loss) includes the following adjustments: • Adjustments to amortization of inventory step-up • Adjustment to depreciation and amortization for the years ended December 31, 2021 and December 31, 2020 of $25,759 and $19,325, respectively. • Adjustment to interest expense for the years ended December 31, 2021 and December 31, 2020 of ($6,766) and $1,379, respectively. • Adjustment to stock-based compensation expense for the years ended December 31, 2021 and December 31, 2020 of ($1,595) and $1,595, respectively. • Adjustment to transaction-related costs for the years ended December 31, 2021 and December 31, 2020 of ($7,984) and $7,984, respectively. |
Fathom OpCo Predecessor Period
Fathom OpCo Predecessor Period Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Fathom OpCo Predecessor Period Acquisitions | Note 4—Fathom OpCo Predecessor Period Acquisitions In the Predecessor Periods, Fathom OpCo completed a series of acquisitions that were each accounted for under the acquisition method in accordance with ASC 805. Acquisition of Incodema, LLC and Newchem, LLC Fathom OpCo completed acquisitions of Incodema, LLC (“Incodema”) and Newchem, LLC (“Newchem”) on July 27, 2020 in which it acquired 100 percent of the membership interests of Incodema and Newchem. Incodema is a prototype and short run sheet metal stamping provider, and Newchem is a photochemical milling company whose process involves coating material specified with a light sensitive polymer, imaging with a photo tool using UV light, developing and then chemically etching. The acquisition was consistent with Fathom OpCo’s mission to expand its high-quality manufacturing and industrial technology capabilities in North America. The transaction was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred consisted of the following: Consideration Incodema Newchem Total Cash $ 30,948 $ 6,320 $ 37,268 Equity instruments 920 183 1,103 Contingent consideration 8,696 — 8,696 Fair value of total consideration transferred $ 40,564 $ 6,503 $ 47,067 The consideration excluded $1,489 of buyer transaction expenses that were included in other expenses within the 2020 Predecessor Period consolidated statements of comprehensive loss. In addition, Fathom OpCo paid a transaction fee of $400 to an affiliate of the majority member of Fathom OpCo in conjunction with the transaction. The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the acquisition of Incodema and Newchem: Acquisition Date Incodema Newchem Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 63 $ 69 Accounts receivable, net 2,370 741 Inventory 735 487 Other current assets 3 1 Prepaid expenses 77 8 Fixed assets, net 2,277 1,949 Intangible assets 19,300 2,800 Total assets acquired 24,825 6,055 Accounts payable 324 223 Accrued expenses 110 35 Other current liabilities 286 61 Total liabilities assumed 720 319 Total identifiable net assets 24,105 5,736 Goodwill $ 16,459 $ 767 Additional contingent c Below is a summary of the intangible assets acquired in the acquisition: Acquisition Date Fair Value - Incodema Estimated Life Trade name $ 2,700 15 Customer relationships 11,500 9 Developed software 5,100 5 Total intangible assets $ 19,300 Acquisition Date Fair Value - Newchem Estimated Life Trade name $ 300 5 Customer relationships 2,500 16 Total intangible assets $ 2,800 The amounts of revenue and net (loss) of Incodema since the acquisition date included in the 2020 Predecessor Period consolidated statement of comprehensive loss was as follows: Period From January 1 - December 31, 2020 Revenue $ 6,900 Net (loss) $ (1,085 ) The amounts of revenue and net income of Newchem since the acquisition date included in the 2020 Predecessor Period consolidated statement of comprehensive loss was as follows: Period From Revenue $ 2,369 Net income $ 184 Acquisition of Dahlquist Machine, LLC Fathom OpCo completed an acquisition of Dahlquist Machine, LLC (“Dahlquist”) on December 16, 2020 in which it acquired 100 percent of the membership interest of Dahlquist. In conjunction with the equity purchase, Fathom OpCo acquired the real estate in which Dahlquist Machine, LLC performs their operations. Dahlquist is a precision machining company with state-of-the-art The transaction was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred consisted of the following: Total Consideration Cash $ 16,098 Equity instruments 368 Contingent consideration 1,166 Fair value of total consideration transferred $ 17,632 The consideration excludes $804 of buyer transaction expenses that are included in other expenses within the 2020 Predecessor Period consolidated statements of comprehensive loss. In addition, Fathom Opco paid a transaction fee of $252 to an affiliate of the majority member of Fathom OpCo as part of the transaction. The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the acquisition of Dahlquist: Total Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 357 Accounts receivable, net 1,215 Inventory 1,597 Indemnification asset — 518 Prepaid expenses 8 Fixed assets, net 3,753 Intangible assets 8,300 Total assets acquired 15,748 Accounts payable 68 Paycheck Protection Program (PPP) loan 518 Accrued expenses 475 Total liabilities assumed 1,061 Total identifiable net assets 14,687 Goodwill $ 2,945 The earnout is based upon the Dahlquist’s reported earnings before interest, taxes, depreciation, and amortization for the trailing twelve-month period ending June 30, 2021. All contingent consideration balances related to the Dahlquist acquisition ($2,600) have been paid as of December 31, 2021 (Successor). Below is a summary of the intangible assets acquired in the acquisition: Acquisition Date Estimated Trade name $ 500 5 Customer relationships 7,800 14 Total intangible assets $ 8,300 The amounts of revenue and net (loss) of Dahlquist since the acquisition date included in the 2020 Predecessor Period consolidated statement of comprehensive loss was a follows: Period From Revenue $ 310 Net (loss) $ (940 ) Acquisition of Majestic Metals, LLC Fathom OpCo completed an acquisition of Majestic Metals, LLC (“Majestic”) on December 17, 2020 in which it acquired 100 percent of the membership interest of Majestic. Majestic is a precision sheet metal fabricator and has evolved into one of the most progressive precision sheet metal products manufacturers in the nation. The acquisition is consistent with the Fathom OpCo’s mission to expand its high-quality manufacturing and industrial technology capabilities in North America. The transaction was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred consisted of the following: Total Consideration Cash $ 33,557 Equity instruments 1,471 Fair value of total consideration transferred $ 35,028 The consideration excludes $1,145 of buyer transaction expenses that are included in other expenses within the 2020 Predecessor Period consolidated statement of comprehensive loss. In addition, Fathom OpCo paid a transaction fee of $361 to an affiliate of the majority member of Fathom OpCo. The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the acquisition: Total Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ (1 ) Accounts receivable, net 2,646 Inventory 1,184 Other current assets 30 Prepaid expenses 201 Fixed assets, net 4,229 Intangible assets 20,100 Total assets acquired 28,389 Accounts payable 244 Accrued expenses 231 Other current liabilities 644 Total liabilities assumed 1,119 Total identifiable net assets 27,270 Goodwill $ 7,758 Below is a summary of the intangible assets acquired in the acquisition: Acquisition Date Estimated Trade name $ 1,500 5 Customer relationships 18,600 16 Total intangible assets $ 20,100 The amounts of revenue and net (loss) of Majestic since the acquisition date included in the 2020 Predecessor Period statement of comprehensive loss for the reporting periods are as follows: Period From Revenue $ 911 Net (loss) $ (1,129 ) Acquisition of Summit Tooling, Inc., and Summit Plastics, LLC: Fathom OpCo completed an acquisition of Summit Tooling Inc. (“Summit Tooling”) and Summit Plastics LLC (“Summit Plastics”, together with Summit Tooling, “Summit”) on February 1, 2021 in which it acquired 100 percent of the equity interests of Summit. In conjunction with the equity purchase, Fathom OpCo acquired the real estate in which Summit performs their operations. Summit Tooling designs and manufactures plastic injection molds and Summit Plastics provides molding of precision plastic components for a variety of industries. The primary reason for the acquisition was to expand Fathom OpCo’s capabilities in manufacturing and expand its customer base of high-quality manufacturing and industrial technology companies in North America. The transaction was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred consisted of the following: Total Consideration Cash $ 10,875 Fair value of total consideration transferred $ 10,875 The consideration excluded $892 of buyer transaction expenses that are included in other expenses within the 2021 Predecessor Period consolidated statement of comprehensive loss. In addition, Fathom OpCo paid a transaction fee of $225 to an affiliate of the majority member of Fathom OpCo. The goodwill recognized as part of the acquisition primarily reflects the value of the assembled workforce acquired and the value of future growth prospects and expected business synergies realized as a result of combining and integrating the acquired business into Fathom OpCo’s existing platform. The goodwill recognized is partially deductible for tax purposes. The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the acquisition of Summit: Total Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 40 Accounts receivable, net 627 Inventory 339 Fixed assets, net 4,371 Intangible assets 5,000 Total assets acquired 10,377 Accounts payable 40 Deferred revenue 776 Other current liabilities 1,418 Total liabilities assumed 2,234 Total identifiable net assets 8,143 Goodwill $ 2,732 Below is a summary of the intangible assets acquired in the acquisition: Acquisition Date Estimated Trade name $ 400 5 Customer relationships 4,600 11 Total intangible assets $ 5,000 The amounts of revenue and net loss of Summit since the acquisition date included in the consolidated statements of comprehensive loss for the 2021 Predecessor Period are as follows: Period From Revenue $ 6,748 Net (loss) $ (370 ) Acquisition of Precision Process Corp.: Fathom OpCo completed an acquisition of Precision Process Corp. (“PPC”) on April 30, 2021 in which it acquired 100 percent of the membership interest of PPC. In conjunction with the equity purchase, Fathom Opco acquired the real estate in which PPC performs their operations. PPC is a manufacturing company that offers integrated engineering-to-production small-run The transaction was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred consisted of the following: Total Consideration Cash $ 25,721 Fair value of total consideration transferred $ 25,721 The consideration excludes $984 of buyer transaction expenses that are included in other expenses within the accompanying consolidated statements of comprehensive loss. Fathom OpCo paid a transaction fee of $264 to an affiliate of the majority member of Fathom OpCo. The goodwill recognized as part of the acquisition primarily reflects the value of the assembled workforce acquired and the value of future growth prospects and expected business synergies realized as a result of combining and integrating the acquired business into Fathom OpCo’s existing platform. The goodwill recognized is partially deductible for tax purposes. The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the acquisition of PPC: Total Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 162 Accounts receivable, net 899 Inventory 480 Fixed assets, net 2,413 Intangible assets 14,200 Total assets acquired 18,154 Accounts payable 148 Accrued expenses 79 Total liabilities assumed 227 Total identifiable net assets 17,927 Goodwill $ 7,794 Below is a summary of the intangible assets acquired in the acquisition: Acquisition Date Estimated Trade name $ 1,100 5 Customer relationships 13,100 17 Total intangible assets $ 14,200 The amounts of revenue and net loss of PPC since the acquisition date included in the consolidated statements of comprehensive loss for the 2021 Successor Period is as follows: Period From Revenue $ 6,993 Net (loss) $ (34 ) Acquisition of Centex Machine and Welding, Inc. and Laser Manufacturing, Inc.: Fathom OpCo completed acquisitions of Centex Machine and Welding, Inc. (“Centex”) and Laser Manufacturing, Inc. (“Laser”) on April 30, 2021 in which it acquired 100 percent of the equity interests of Centex and Laser. Centex is a top tier medical device manufacturing supplier and Laser provides high precision manufacturing services, combining state of the art technology with expert craftsmanship to deliver superior products. The acquisition was completed in order to expand Fathom OpCo’s high-quality manufacturing and industrial technology capabilities in North America. The transaction was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred consisted of the following: Centex Laser Total Consideration Cash $ 11,774 $ 6,946 $ 18,720 Fair value of total consideration transferred $ 11,774 $ 6,946 $ 18,720 The consideration excluded $1,226 of buyer transaction expenses that are included in other expenses within the 2021 Predecessor period consolidated statements of comprehensive loss. Fathom OpCo also paid a transaction fee of $190 to an affiliate of the majority member of the Fathom OpCo in connection with the transaction. The goodwill recognized as part of the acquisition primarily reflects the value of the assembled workforce acquired and the value of future growth prospects and expected business synergies realized as a result of combining and integrating the acquired businesses into the Company’s existing platform. The goodwill recognized is partially deductible for tax purposes. The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the acquisition of Centex and Laser: Acquisition Date Centex Laser Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ — $ 68 Accounts receivable, net 1,775 900 Inventory 524 622 Prepaid expenses 108 1 Fixed assets, net 1,787 760 Intangible assets 6,243 3,557 Other assets 1 2 Total assets acquired 10,438 5,910 Accounts payable 252 568 Paycheck Protection Program (PPP) loan 649 — Accrued expenses 271 27 Other current liabilities 23 44 Other noncurrent liabilities 1,234 703 Total liabilities assumed 2,429 1,342 Total identifiable net assets 8,009 4,568 Goodwill $ 3,765 $ 2,378 Below is a summary of the intangible assets acquired in the acquisition: Acquisition Date Fair Value - Centex Estimated Trade name $ 510 5 Customer relationships 5,733 17 Total intangible assets $ 6,243 Acquisition Date Fair Value - Laser Estimated Trade name $ 290 5 Customer relationships 3,267 17 Total intangible assets $ 3,557 The amounts of revenue and net loss of Centex and Laser since the acquisition date included in the consolidated statements of comprehensive loss for the 2021 Predecessor Period and is as follows: Period From Revenue $ 9,642 Net (loss) $ (98 ) Acquisition of Sureshot Precision, LLC: Fathom OpCo completed an acquisition of Sureshot Precision, LLC (d/b/a as “Micropulse West”) on April 30, 2021 in which it acquired 100 percent of the membership interest of Micropulse West. Micropulse West is a full-service specialist offering a variety of services such as wire Electrical Discharge Machine (“EDM”), ram EDM, small hole EDM, CNC and manual machining/turning, surface grinding, and inspection. The acquisition was consistent with the Fathom OpCo’s mission to acquire high-quality manufacturing and industrial technology companies in North America. The transaction was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred consisted of the following: Total Consideration Cash $ 12,452 Contingent consideration 1,295 Fair value of total consideration transferred $ 13,747 The consideration excludes $869 of buyer transaction expenses that are included in other expenses within the 2021 Predecessor Period consolidated statement of comprehensive loss. In addition, Fathom OpCo paid a transaction fee of $130 to an affiliate of the majority member of Fathom OpCo. The goodwill recognized as part of the acquisition primarily reflects the value of the assembled workforce acquired and the value of future growth prospects and expected business synergies realized as a result of combining and integrating the acquired businesses into Fathom OpCo’s existing platform. The goodwill recognized is partially deductible for tax purposes. The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the acquisition of Micropulse West: Total Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 70 Accounts receivable, net 866 Inventory 333 Other current assets 10 Fixed assets, net 2,490 Intangible assets 7,000 Total assets acquired 10,769 Accounts payable 139 Accrued expenses 13 Other current liabilities 99 Total liabilities assumed 251 Total identifiable net assets 10,518 Goodwill $ 3,229 Below is a summary of the intangible assets acquired in the acquisition: Acquisition Date Estimated Trade name $ 600 5 Customer relationships 6,400 17 Total intangible assets $ 7,000 The amounts of revenue and net loss of Micropulse West since the acquisition date included in the 2021 Predecessor Period consolidated statement of comprehensive loss is as follows: Period From Revenue $ 4,614 Net (loss) $ (115 ) Other acquisitions Fathom OpCo acquired substantially all assets and property, and agreed to assume certain liabilities of GPI Prototype & Manufacturing Services, LLC on August 18, 2020 for a total consideration transferred of $2,441. The primary reason for the acquisition was to expand Fathom OpCo’s capabilities in 3D printing as well as expand its customer based with high-quality manufacturing and industrial technology companies in North America. In addition, Fathom OpCo completed an acquisition of Mark Two Engineering, LLC (“Mark Two”) on December 18, 2020 in which it acquired 100 percent of the membership interest of Mark Two for a total consideration transferred of $6,639 . Mark Two is a contract manufacturing firm that specializes in rapid |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 5—Revenue The Company accounts for revenue in accordance with ASC 606 . The Company provides high quality, advanced rapid prototyping, precision manufacturing and finishing services in low-to-mid on-demand 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. The majority of the Company’s Additive Manufacturing, Computer Numerical Control (“CNC”) Machining, Urethane Casting, Precision Sheet Metal, and Chemical Etching contracts have a single performance obligation. The majority of the Company’s injection molding contracts have multiple performance obligations including one obligation to produce the mold and sample part and a second obligation to produce production parts. For injection molding contracts with multiple performance obligations, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling price is determined based on quotes to the customer that the customer accepts. Below is a listing of the Company’s major sales product lines and their recognition patterns: Additive Manufacturing Our Additive Manufacturing product line utilizes plastic and metal 3D printing technology to provide a wide-variety of high-quality, precision rapid prototyping solutions and low volume production. Performance obligations are dictated by the contractual shipping terms agreed upon by the Company and its customers. Revenue is recognized at a point in time based on shipping terms. Injection Molding Our Injection Molding product line uses our 3D CAD machining technology for the automated design and manufacture custom tooling and small to medium part production runs. Tooling and sampling production and part production runs are recognized at a point in time based on shipping terms. 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, we allocate revenue to each performance obligation based on its relative standalone selling price. CNC Machining Our CNC Machining product line delivers high-quality precision parts by way of modern machining methods to drive more outstanding results. Performance obligations are dictated by the contractual shipping terms agreed upon by the Company and its customers. Revenue is recognized at a point in time based on shipping terms. Precision Sheet Metal Our Precision Sheet Metal product line includes efficient quick-turn custom sheet metal parts from prototype to mid-volume Ancillary Product Lines Urethane Casting Our Urethane Casting product line is most commonly used during prototyping, including finished looking parts for final tests and presentations, and low volume production. Performance obligations are dictated by the contractual shipping terms agreed upon by the Company and its customers. Revenue is recognized at a point in time based on shipping terms. Chemical Etching Our Chemical Etching product line provides customers the ability to quickly make complex precision parts and decorative items—beyond hard tool capability and without the cost – fabricated in dead soft or full hard material without burrs or metal distortion. Performance obligations are dictated by the contractual shipping terms agreed upon by the Company and its customers. Revenue is recognized at a point in time based on shipping terms. The remaining other product lines include, but are not limited to, in-house Revenue by product line for the 2021 Successor Period, 2021 Predecessor Period, and 2020 Predecessor Period was as follows: Period From December 23 - December 31, 2021 January 1 - January 1 - Revenue: Additive Manufacturing $ 567 $ 17,270 $ 19,032 Injection Molding 919 27,968 17,093 CNC Machinery 1,372 41,775 9,173 Precision Sheet Metal 1,700 51,751 9,811 Ancillary Product Lines 282 8,592 6,180 Total revenue $ 4,840 $ 147,356 $ 61,289 The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general, and administrative expenses. The Company’s deferred revenue balance as of December 31, 2021 (Successor) and December 31, 2020 (Predecessor) was $1,147 and $1,210, respectively. Deferred revenue is the result of billings in excess of revenue |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | being recognized and is recorded in other current liabilities on the Company’s balance sheet. The Deferred revenue balances as of December 31, 2020 was recognized fully in the 2021 Predecessor Period due to the short-term nature of the customer contracts. Note 6—Inventory Inventory consists primarily of finished goods, raw materials and work in process, which are recorded at the lower of cost or net realizable value, which approximates first-in, first-out The Company’s inventory consisted of the following at December 31, 2021 (Successor) and 2020 (Predecessor): December 31, December 31, Finished goods $ 3,506 $ 1,819 Raw materials 4,967 2,277 Work in process 5,368 2,359 Tooling 605 338 14,446 6,793 Allowance for obsolescence (1,281 ) (468 ) Total $ 13,165 $ 6,325 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 7—Property and Equipment Property and equipment consist of the following as of December 31, 2021 (Successor) and 2020 (Predecessor): Period Ended December 31, 2021 December 31, 2020 Estimated Machinery and equipment $ 33,182 $ 25,214 5 Furniture and fixtures 180 812 2 Computer hardware 499 — 2 Computer software 305 — 2 Property and leasehold improvements 7,180 2,838 3 - 23 Construction in progress 2,859 576 n/a Auto / transportation equipment 454 — 3 Total 44,659 29,440 Accumulated depreciation and amortization (132 ) (3,054 ) Total $ 44,527 $ 26,386 Depreciation expense included in operating expenses for the 2021 Successor Period, 2021 Predecessor Period, and 2020 Predecessor Period was $60, $700, and $445, respectively. Depreciation and amortization expense included in cost of revenues for the 2021 Successor Period, 2021 Predecessor Period, and 2020 Predecessor Period was $72, $4,873, and $2,567 respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 8—Goodwill and Intangible Assets The changes in the carrying amount of goodwill for the periods ended December 31, 2021 (Successor) and 2020 (Predecessor) were as follows: Jan. 1, 2020 Goodwill Dec. 31, 2020 Goodwill Dec. 22, 2021 Goodwill Dec. 31, 2021 Goodwill $ 33,007 $ 30,208 $ 63,215 $ 19,898 $ 83,113 $ 1,189,464 $ 1,189,464 Intangible assets other than goodwill for the periods ended December 31, 2021 (Successor) and 2020 (Predecessor) were as follows: Period Ended December 31, 2021 Useful Life Gross Accumulated Net Trade name $ 70,000 $ 98 $ 69,902 15 Customer relationships 180,000 252 179,748 19 Developed software 4,300 6 4,294 5 Developed technology 15,700 22 15,678 5 Total intangible assets $ 270,000 $ 378 $ 269,622 Period Ended December 31, 2020 Useful Life Gross Accumulated Net Trade name $ 12,200 $ 919 $ 11,281 5-15 Customer relationships 67,600 4,448 63,152 5-17 Developed software 6,400 720 5,680 5 Developed technology 4,500 1,147 3,353 5 Total intangible assets $ 90,700 $ 7,234 $ 83,466 Aggregate amortization expense related to intangible assets, excluding goodwill which is not amortized, was $378, $10,535, and $4,227 for the 2021 Successor Period, 2021 Predecessor Period, and 2020 Predecessor Period, respectively. There are no intangible assets, other than goodwill, with indefinite useful lives. Estimated amortization expense for each of the next five years: Year ended Total 2022 $ 17,280 2023 17,280 2024 17,280 2025 17,280 2026 17,280 Thereafter 183,222 Total $ 269,622 |
Warrant Liability
Warrant Liability | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant Liability | Note 9—Warrant Liability The Company’s total Warrant liability as of the 2021 Successor Period is equal to the fair value of the Public Warrants plus the fair value of the Private Placement Warrants. As of the 2021 Successor Period, there were 8,625,000 Public Warrants outstanding. The Public Warrants became exercisable after February 4, 2022, or one year after the IPO of the Company (i.e., Altimar II’s IPO). The Public Warrants are redeemable when the price per share of Class A common stock equals or exceeds $18.00. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described with respect to the Private Placement Warrants): • in whole and not in part • at a price $0.01 per Warrant • upon a minimum of 30 days’ prior written notice of redemption to each holder of the Warrant • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading three If the Company calls the Public Warrants for redemption, as described above, the Company’s management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the Warrant agreement. The exercise price and number of shares of Class A common stocks issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of the Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. As of the 2021 Successor Period, there were also 9,900,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the units sold in the initial public offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants were not be transferable, assignable or salable until 30 days after the completion of the Business Combination, or January 22, 2022. Additionally, the Private Placement Warrants are exercisable on a cashless basis and non-redeemable, The below table summarizes the number of outstanding Warrants and the fair value as of the 2021 Successor Period. See note 19 for further information. Fair Value # of Warrants December 31, 2021 (Successor) Public Warrants $ 7,600 8,625,000 Private Placement Warrants $ 26,300 9,900,000 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 10—Debt 2018 and 2019 Credit Facilities During 2018, Fathom OpCo entered a revolving credit agreement, a term loan and a delayed draw term loan (“DDTL”) credit agreement, which collectively make up the “2018 Credit Facilities”, to support its operations, cash requirements and acquisition growth strategy. During 2019, Fathom OpCo entered into the second and third amendments to the 2018 Credit Facilities. Under the credit agreement, Fathom OpCo was subject to various financial covenants, including quarterly fixed-charge coverage ratio, total leverage ratio, and minimum earnings before interest, taxes, depreciation, and amortization (“EBITDA”). The credit facility also included a capital expenditure limit of $3,100 for the period ended December 31, 2020 (Predecessor). As of December 31, 2020 (Predecessor), Fathom OpCo was in compliance with all covenant requirements. The 2018 DDTL had unused capacity of $510 as of December 31, 2020 (Predecessor) and was fully repaid as of December 31, 2021 (Successor). 2020 Credit Facilities On July 27, 2020, Fathom OpCo entered into a $34,500 secured, unsubordinated credit facility with a financial institution, consisting of a $19,500 term loan and a $15,000 delayed draw term loan, with a maturity of July 27, 2026. At closing, $19,500 was funded and along with cash on Fathom OpCo’s balance sheet, used to finance the acquisition of Incodema and Newchem. The term loan credit facility resulted in issuance costs of $520, which were capitalized. The loan was secured by pledged equity interests and the assets of Fathom OpCo, including, but not limited to, cash and deposits, inventory, property, plant, and equipment, and intangible assets. Under the agreements, Fathom OpCo was subject to various financial covenants, including a fixed charge coverage ratio and total net leverage ratio, and required to make quarterly principal installments commencing on September 30, 2020 and March 31, 2021 through the end of the term in the amounts of $50 and $100 for the term loan and delayed draw term loan, respectively. Borrowing under the term loan facility is in U.S. dollars and bears interest at a variable interest rate based on LIBOR plus a net leverage-based margin, which was 7.738% per annum as of December 31, 2020 (Predecessor). On December 16, 2020, Fathom OpCo entered into the first amendment to the 2020 Credit Facility. Pursuant to the amendment, the availability on the delayed draw term loan was increased to $40,500. Fathom OpCo was charged a commitment fee of 0.5% for the initial six-month six-month mid-December, Paycheck Protection Program Loan During the period ended December 31, 2020 (Predecessor), the Company received a Paycheck Protection Program (“PPP”) loan in the amount of $1,624 through the Small Business Administration (“SBA”) under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. In April 2021, the Company’s PPP loan was forgiven in full by the SBA and the Company recorded a gain of $1,624 which was recorded to other income on the Company’s Consolidated Statement of Comprehensive Loss for the 2021 Predecessor Period. 2021 Term Loan On April 30, 2021, Fathom OpCo completed a financing transaction whereby it issued a $172,000 term loan due April 2022 (the “2021 Term Loan”) in order to finance the acquisitions of Centex, Laser, Micropulse West, and PPC, as well as to refinance the Company’s existing debt. In conjunction with the Business Combination, the Company repaid $20,000 of the 2021 Term Loan and the 2021 Term Loan was subsequently refinanced shortly after the closing of the Business Combination. The deferred financing costs are not recorded on the consolidated balance sheet for the 2021 Successor Period since these costs were determined to have a fair value of zero on the opening balance sheet of the Successor Company on December 23, 2021. New Credit Agreement On December 23, 2021, Fathom OpCo entered into a financing transaction, which included a $50,000 revolving credit facility and $125,000 term loan (collectively, the “New Credit Agreement”). The Company’s borrowings under the revolving credit agreement were $27,000 at December 31, 2021. The loans made under the New Credit Agreement will mature in December 2026 The Company recorded deferred financing costs of $1,828 in conjunction with the New Credit Agreement and the balance is presented net within Long-term debt, net on the Company’s consolidated balance sheet. The Company amortizes the deferred financing costs using the effective interest method. The revolving credit facility under the New Credit Agreement is available for working capital and other general corporate purposes and includes a letter of credit sub-facility The Company’s debt as of December 31, 2021 (Successor) and 2020 (Predecessor) is as follows: As of December 31, 2021 As of December 31, 2020 Debt Description Interest Rate Amount Interest Rate Amount 2018 Term Loan, as amended $ — 7.75 % $ 29,700 2018 DDTL — 7.75 % 2,990 2020 Term Loan — 3-month % 19,401 2020 DDTL — 3-month LIBOR + 7.50 % 40,500 New Credit Agreement Revolver 3.60 % 27,000 — New Credit Agreement Term Loan 3.72 % 125,000 — Total principal long-term debt 92,591 Debt issuance costs (1,812 ) (1,867 ) PPP and other loans — $ 2,615 Total debt 150,188 93,339 Less: current portion of long-term debt 29,697 2,853 Long-term debt, net of current portion $ 120,491 $ 90,486 The balance of the Term Loan matures as follows: Year ended Total 2022 $ 3,096 2023 5,982 2024 8,453 2025 7,836 2026 99,633 Thereafter — Total $ 125,000 |
Other Income and Expense, Net
Other Income and Expense, Net | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Other Income and Expense, Net | Note 11—Other income and expense, net Other Income and expense, net is comprised of the following for the periods ended December 31, 2021 (Successor), December 22, 2021 (Predecessor), and December 31, 2020 (Predecessor): Period From December 23 - December 31, 2021 January 1 - January 1 - Acquisition expenses $ — $ 4,045 $ 1,254 Transaction expense — 12,515 — Loss on debt extinguishment — 2,031 — Loan prepayment fees — 1,463 Change in fair value of contingent consideration — — 1,055 Change in fair value of TRA 300 — Loss on sale of assets — 307 Other 8 646 1,515 Other expense 308 21,007 3,824 Gain on sale of assets — — (214 ) Gain on PPP forgiveness — (1,624 ) — Change in fair value of Sponsor Earnout Shares (3,400 ) — Change in fair value of contingent consideration (23,860 ) (3,550 ) — Change in fair value of Warrants (8,200 ) — — Other — — (371 ) Other income (35,460 ) (5,174 ) (585 ) Other (income) and expense, net $ (35,152 ) $ 15,833 $ 3,239 |
Share Based Compensation
Share Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share Based Compensation | Note 12—Share Based Compensation Successor On December 23, 2021, the Company executed the Fathom Digital Manufacturing 2021 Omnibus Incentive Plan (the “2021 Omnibus Plan”) to encourage the profitability and growth of the Company through short-term and long-term incentives that are consistent with the Company’s objectives. The 2021 Omnibus Plan provides that the Company may grant options, stock appreciation rights, restricted shares, restricted stock units, performance-based awards (including performance-based restricted shares and restricted stock units), other share-based awards, other cash-based awards, and any combination of the foregoing. In connection with the closing of the Business Combination on December 23, 2021, all vested time-based phantom unit awards issued under the Combined Phantom Plan outstanding immediately prior to the closing of the Business Combination were cancelled and replaced with grants of restricted Shares of Class A common stock, issued under the 2021 Omnibus Plan. These newly issued restricted shares will vest upon the Company filing an effective registration statement on Form S-8 Also, in connection with the closing of the Business Combination, all unvested time-based phantom unit awards issued under the Combined Phantom Plan outstanding immediately prior to the closing of the Business Combination were cancelled and replaced with grants of time-based restricted stock units issued under the 2021 Omnibus Plan. These new issued time-based restricted stock units vest based on what the remaining vest period was under the original award issued under the Combined Phantom plan immediately prior to the Business Combination. Also, in connection with the closing of the Business Combination, all performance-based phantom unit awards issued under the Combined Phantom Plan outstanding immediately prior to the closing of the Business Combination were cancelled and replaced with grants of performance-based restricted stock units, issued under the 2021 Omnibus Plan. These new issued performance-based restricted stock units vest when and if the CORE-affiliated limited partnerships (the “CORE Investors”) meet certain “sell-down” thresholds related to the Class A Common stock held by both CORE Investors and affiliates of the CORE Investors as a result of the Business Combination and prior to any sell-downs. The sell-down thresholds are referred to as a “Investor Cumulative Sale Percentage Threshold”. The performance-based awards vest in 25%, 25%, and 50% increments only when an Investor Cumulative Sale Percentage Threshold of 60%, 80%, and 95% respectively, are met. No such Investor Cumulative Sale Percentage Thresholds were reached in the 2021 Successor Period. In accordance with ASC 718 “Stock Compensation”, both the time-based awards and the performance-based awards that were cancelled and concurrently replaced with awards issued under the 2021 Omnibus Plan are subject to modification accounting. In accordance with ASC 718, the awards are treated as if they are new awards issued as of December 23, 2021. The following table summarizes the activity related to awards issued by the Company in the 2021 Successor Period under the 2021 Omnibus Plan. Successor Shares Weighted Non-vested — — Granted 6,472,617 $ 8.21 Vested — — Forfeited — — Non-vested 6,472,617 $ 9.53 The fair value of the time-based and performance-based awards issued under the 2021 Omnibus Plan were valued using the closing stock price for the Company’s Class A common stock on December 23, 2021 (i.e., the grant date), less a discount for lack of marketability (“DLOM”) due to certain transfer restrictions applicable to the awards. The closing stock price at the end of business of December 23, 2021 was $10.53 and the DLOM was determined to be $2.84 per share, therefore, the fair value per award granted was determined to be $7.69 per share. The DLOM was calculated using an average of two valuation techniques; an Asian put model and a Finnerty model. The assumptions included in these models include a risk free rate ranging from 0.07% to 0.97%, volatility ranging from 75.4% to 107.8%, and a dividend yield of 0%. The weighted average term utilized for the DLOM is 2.4 years. Due to the application of modification accounting under ASC 718, the time-based awards were determined to have a grant date fair value of $10.00 per award, which is the fair value of the time-based awards immediately prior to being modified. Since the fair value of the time-based awards immediately after being modified was determined to be $7.69 per award as discussed above, the higher fair value per award is utilized as the grant date fair value for the time-based awards granted on December 23, 2021. The performance-based awards were determined to have a grant date fair value of $7.69 per award in accordance with modification accounting under ASC 718 since, immediately prior to being modified, the performance condition underlying the performance-based awards was not yet considered probable. The weighted average grant date fair value of all awards granted on December 23, 2021 is $8.21 per award. The share based compensation recognized in the 2021 Successor Period is $139. As of the December 31, 2021 (Successor), there was $5,800 of total unrecognized compensation cost related to the awards issued under the 2021 Omnibus Plan. The cost was expected to be recognized over a weighted average period of 2.8 years. No awards issued under the 2021 Omnibus Plan vested in the 2021 Successor Period. There were no cash payments related to the 2021 Omnibus Plan awards made during the 2021 Successor Period. The Company’s accounting policy is to record forfeitures as they occur, however there were no forfeitures of any awards in the 2021 Successor Period. Predecessor Prior to July 15, 2021, Fathom OpCo’s operating subsidiaries, MCT Holdings and Incodema Holdings, maintained the MCT Group Holdings, LLC 2019 Phantom Equity Bonus Plan (the “MCT Phantom Plan”) and the Incodema Holdings LLC 2020 Phantom Equity Bonus Plan, respectively, (the “Incodema Phantom Plan”, together with the MCT Phantom Plan, the “Prior Phantom Plans”). The awards under both the Prior Phantom Plans had two vesting components: (1) time vesting and; (2) performance vesting. A quarter (25%) of the awards vested ratably, in equal installments, on each of first four vesting commencement date anniversaries. The remaining three-quarters (75%) of the awards vest if the MCT Holdings and Incodema Holdings investors realized a Multiple on Invested Capital (“MOIC”) of at least 2x upon the consummation of such sale of each company. The awards are representative of a portion of a phantom bonus pool that is created upon a change in control of Fathom OpCo, allowing for a phantom bonus pool of up to 10% of the proceeds attributable to the Class A and Class B common units of Fathom OpCo upon a change of control, so long as the CORE investors realize a MOIC of at least 2x for each respective company. The awards issued under the Prior Phantom Plans were within the scope of ASC 718 and were equity-classified. In the 2020 Predecessor Period, the total share-based compensation expense related to the time-based awards issued under the Prior Phantom Plans was $34. No compensation cost related to the performance-based awards issued under the Prior Phantom Plans was recognized in the 2020 Predecessor Period since the performance-based awards’ performance condition was never met and thus no performance-based awards issued under the Prior Phantom Plans ever vested. On July 15, 2021, the Prior Phantom Plans and all awards outstanding thereunder were terminated and replaced by a single phantom equity plan (the “Combined Phantom Plan”) sponsored by Fathom OpCo. The new awards issued under the Combined Phantom Plan retained identical vesting provisions for both the time-based and performance-based awards as those that existed under the Prior Phantom Plans; however, the awards issued under the Combined Phantom Plan also included additional separate vesting conditions if Fathom OpCo completed a business combination with a special purpose acquisition company. Due to the change in vesting conditions, the cancellation of the Prior Phantom Plan awards and their concurrent replacement with Combined Phantom Plan awards was accounted for as a modification of share-based awards under ASC 718. Since improbable-to-improbable probable-to-probable For the 2021 Predecessor Period, the share-based compensation related to awards under both the Prior Phantom Plans and the Combined Phantom Plans totaled $2,649. All compensation recorded in Predecessor Periods relates to time-based awards, as no performance-based awards ever vested under either the Prior Phantom Plans or the Combined Phantom Plan. The fair value of awards granted under the Prior Phantom Plans was determined based on an equity valuation of MCT Holdings and Incodema Holdings as of the date that the award was granted. As discussed previously, the Prior Phantom Plan time-based awards that were cancelled and replaced with Combined Phantom Plan awards on July 15, 2021 were considered probable-to-probable As of December 31, 2020 (Predecessor), there was $554 of total unrecognized compensation cost related to the Prior Phantom Plan Units. The cost was expected to be recognized over a weighted average period of 2.8 years. The total fair value of shares vested during the 2020 Predecessor Period was $34. No cash payments related to the Phantom Units were made during the 2020 Predecessor Period. Fathom OpCo’s accounting policy was to record forfeitures as they occur, however there were no forfeitures of any awards in the Predecessor Periods. A summary of the activity in the plan for the 2020 Predecessor Period is as follows: Shares Weighted Non-vested 4,000 $ 515.09 Granted 5,356 358.15 Vested (313 ) 570.20 Forfeited — — Non-vested 9,043 $ 420.02 A summary of the activity in the plans for the 2021 Predecessor Period is as follows: Shares Weighted Non-vested $ 9,043 $ 420.02 Granted 14,346 1,529.06 Vested (1,115 ) 1,930.42 Forfeited (10,706 ) 888.81 Non-vested 11,568 $ 1,217.42 |
Earnings Per Share and Earnings
Earnings Per Share and Earnings Per Unit | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Unit [Abstract] | |
Earnings Per Share and Earnings Per Unit | Note 13—Earnings Per Share and Earnings per Unit Successor Basic net loss per share is computed based on the weighted average number of common shares outstanding. Diluted net loss per share is computed based on the weighted average number of common shares outstanding, increased by the number of any additional shares that would have been outstanding had any potentially dilutive common shares been issued and reduced by the number of units the Company could have repurchased from the proceeds from issuance of the potentially dilutive shares. Only the Company’s Class A common stock participates in the Company’s undistributed earnings. As such, the Company’s undistributed earnings are allocated entirely to shares of Class A common stock based on the weighted Class A common stock outstanding during the 2021 Successor Period. The Company’s basic earnings per share calculation is as follows: Period From Class A Basic Earnings Per Share: Numerator Net income $ 33,470 Less: Net loss attributable to non-controlling (968 ) Net income attributable to Class A common stock 34,438 Denominator Weighted average shares of Class A common stock outstanding-basic 50,785,656 Basic Earnings Per Share $ 0.68 The Company’s diluted earnings per share calculation is as follows: Period From Class A Diluted Earnings Per Share: Numerator Net income attributable to holders of Class A common stock $ 33,470 Denominator Weighted average shares of Class A common stock outstanding-basic 50,785,656 Effect of Dilutive Securities Assumed exchange for shares of Class A common stock 85,054,317 Weighted average shares of Class A common stock outstanding- 135,839,973 Diluted Earnings Per Share $ 0.25 Predecessor Basic net loss per unit is computed based on the weighted average number of common units outstanding. Diluted net loss per unit is computed based on the weighted average number of common units outstanding, increased by the number of any additional units that would have been outstanding had any potentially dilutive common units been issued and reduced by the number of units Fathom OpCo could have repurchased from the proceeds from issuance of the potentially dilutive units. Fathom OpCo had no dilutive instruments outstanding as of December 22, 2021 (Predecessor) and December 31, 2020 (Predecessor). As a result, basic and diluted earnings per units are the same as of December 22, 2021 (Predecessor) and December 31, 2020 (Predecessor). Fathom OpCo’s Class A common units and Class B common units participate equally in Fathom OpCo’s undistributed earnings. As such, Fathom OpCo’s undistributed earnings are allocated pro-rata units outstanding as of December 22, 2021 (Predecessor) and December 31, 2020 (Predecessor) such that earnings per unit for Class A common units and Class B common units are the same in each period. Period From January 1 - January 1 - Class A Class B Basic and Diluted Earnings Per Unit: Numerator Net (loss) $ (11,690 ) $ (4,784 ) Less: annual dividends on redeemable preferred units (6,582 ) (2,694 ) Net (loss) attributable to common unitholders (18,272 ) (7,478 ) Denominator Weighted-average units used to compute basic earnings per unit 5,480,611 2,242,981 Basic and Diluted Earnings Per Unit $ (3.33 ) $ (3.33 ) Period From January 1 - January 1 - Class A Class B Basic and Diluted Earnings Per Unit: Numerator Net (loss) $ (5,380 ) $ (2,583 ) Less: annual dividends on redeemable preferred units (4,083 ) (1,961 ) Net (loss) attributable to common unitholders (9,463 ) (4,544 ) Denominator Weighted-average 3,531,681 1,696,135 Basic and Diluted Earnings Per Unit $ (2.68 ) $ (2.68 ) |
Shareholders' Equity, Noncontro
Shareholders' Equity, Noncontrolling Interest, and Members' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Shareholders' Equity, Noncontrolling Interest, and Members' Equity | Note 14—Shareholders’ Equity, Noncontrolling interest, and Members’ Equity Successor The Company’s equity consists of a total of 500,000,000 authorized shares across all classes of capital stock, which the Company has the authority to issue. The 500,000,000 authorized shares consist of 10,000,000 authorized shares of preferred stock with a par value of $0.0001 per share, 300,000,000 authorized shares of Class A common stock with a par value of $0.0001 per share, 180,000,000 shares of Class B common stock with a par value of $0.0001 par value per share, and 10,000,000 shares of Class C common stock with a par value of $0.0001 per share. As of December 31, 2021, the Company had no outstanding shares of Preferred Stock, 50,785,656 outstanding shares of Class A common stock, 84,294,971 outstanding shares of Class B common stock, and no outstanding shares of Class C common stock. Shares of Class A common stock are entitled to economic rights and one vote per share. Shares of Class B common stock have no economic rights and one vote per share. The number of shares of Class B common stock is equal to the number of New Fathom Units held by the continuing Fathom Owners (as defined below). The New Fathom Units owned by the legacy pre-Business one-for-one non-controlling The Company’s shares of Class C common stock have identical rights to shares of the Company’s Class A common stock. However, there are no outstanding shares of Class C common stock as of December 31, 2021 (Successor). Further, the Company’s certificate of incorporation prohibits any future issuance of shares of Class C common stock. The Company expects to amend its certificate of incorporation in 2023 to eliminate Class C common stock from its capital structure entirely. The Company’s shares of preferred stock are authorized but unissued as of December 31, 2021 (Successor). The Company, acting without shareholder approval, may approve the issuance of one of more series of such preferred shares. In connection with such approval, the Company will approve a “Certificate of Designation” that will set forth the terms of the series of preferred stock, including terms such as dividends and redemption rights. Due to the New Fathom Units held by parties other than the Company, upon the closing of the Business Combination, the Company recorded a non-controlling non-controlling The table below demonstrates the calculation of the comprehensive loss attributable to the non-controlling Period From Fathom OpCo comprehensive loss (1,551 ) Noncontrolling interest percentage 62.4 % Comprehensive loss attributable to noncontrolling interest (968 ) Predecessor Fathom OpCo’s equity in the 2020 Predecessor Period and 2021 Predecessor Period consists of Class A common units and Class B common units. See Note 4 for member units issued as part of business combination transactions in the periods ended 2021 Predecessor Period and 2020 Predecessor Period. Unit holders of Class A common units and Class B common units share equally in the undistributed income of the Company after consideration of the cumulative unpaid dividends related to the Class A Preferred Units. Allocations and distributions to incentive units are subject to certain participation thresholds set by the managers of Company. Unit holders of Class A common units are entitled to one vote per Class A common unit held and unit holders of Class B common units are not entitled to vote. The following table represents a summary of the Company’s Members’ Equity as of December 31, 2020 (Predecessor): December 31 Class A common units 5,480,611 Class B common units 2,242,981 |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases, Operating [Abstract] | |
Operating Leases | Note 15—Operating Leases The Company accounts for leases in accordance with ASC 840. The Company enters into leases in the normal course of business primarily for office space, manufacturing facilities and certain company vehicles and equipment and finance leases for certain company equipment. The Company is obligated under non-cancellable The Company determines if an arrangement is a lease at inception. Operating leases are off balance sheet arrangements with rent expense included in Cost of revenue and Selling, general and administrative in the consolidated statements of comprehensive income (loss). Future noncancelable operating lease commitments are as follows: Year ended Total 2022 $ 3,212 2023 3,027 2024 1,959 2025 1,253 2026 443 Thereafter 328 Total future lease payments $ 10,222 Rental expense was approximately $53, $2,226, and $1,536 for the 2021 Successor Period, 2021 Predecessor Period, and 2020 Predecessor Period, respectively. |
Fathom OpCo Class A Contingentl
Fathom OpCo Class A Contingently Redeemable Preferred Units | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Fathom OpCo Class A Contingently Redeemable Preferred Units | Note 16—Fathom OpCo Class A Contingently Redeemable Preferred Units Fathom OpCo had the following contingently redeemable preferred units issued and outstanding at December 31, 2020 (Predecessor): Shares Shares Original Carrying Accumulated Amount Class A Preferred Units 1,167,418 1,167,418 $ 46.35 $ 54,105 $ 9,253 $ 63,358 The rights and preferences of holders of the redeemable convertible preferred stock are as follows: Dividends Fathom OpCo’s Class A Contingently Redeemable Preferred Units (“Class A Preferred Units”) were issued at $100 par per unit and accumulate a preferred return at 8.0 percent, compounded on the first business day of each calendar quarter in respect of the prior calendar quarter. Fathom OpCo does not record any changes in carrying value of the Class A Preferred Units due to cumulative unpaid dividends. Dividends are accrued at the time they are declared by the Company’s Board of Managers. No dividends were declared or paid on the Class A Preferred Units in the 2020 Predecessor Period and 2021 Predecessor Period. Voting Rights Class A Contingently Redeemable Preferred unitholders are not entitled to voting rights. Redemption The Company shall make a distribution to each of the Class A preferred unitholders in an amount equal to the aggregate Class A preferred unpaid yield and Class A preferred unreturned capital, effective upon the occurrence of any of the following events (referred to as a “redemption event”): the sale, lease, license, transfer, conveyance or other disposition of a majority of the assets of the subsidiaries of the Company; the merger, consolidation, recapitalization, reorganization or sale of securities; any merger, consolidation, joint venture or other business combination pursuant to which the Company is combined with that of a special purpose acquisition company or other blank-check company which has a class of equity securities publicly listed on a national securities exchange; or a public offering with respect to Incodema Holdings or any of its subsidiaries, the reorganization of Incodema Holdings or any of its subsidiaries from a limited liability company to a corporation (whether or not in connection with a public offering) or an election by Incodema Holdings to be treated as a corporation for U.S. federal income tax purposes. As a result, the Class A Preferred Units were recorded separately from members’ equity because they are redeemable upon the occurrence of redemption events that are considered not solely within the Company’s control. The Company expensed issuance costs related to the Class A Preferred Stock as incurred for the 2020 Predecessor Period. The amounts expensed were immaterial to the Company’s financial statements. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 17—Related Party Transactions Affiliate Purchases For the 2021 Successor Period, 2021 Predecessor Period and 2020 Predecessor Period, certain employees of the Company had a non-controlling which supplies services to the Company. Purchases from such affiliate totaled $700, $9,165, and $6,438 for the 2021 Successor Period, the 2021 Predecessor Period, and the 2020 Predecessor Period, respectively. Management Fees MCT Holdings and Incodema Holdings entered into a management services agreement with an entity related through common ownership to the majority member in August 2018 and July 2020, respectively. For the periods ended 2021 Successor Period, 2021 Predecessor Period, and 2020 Predecessor Period, the Company incurred expenses related to such management fees of approximately $0, $1,723, and $722, respectively. This agreement terminated in connection with the closing of the Business Connection. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 18—Segment Reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing operating performance. In consideration of ASC 280, we are not organized around specific services or geographic regions. Our chief operating decision maker uses consolidated financial information to evaluate our performance, which is the same basis upon which the results and performance of the Company are communicated to the Company’s Board. The chief operating decision maker bases all significant decisions regarding the allocation of our resources on a consolidated basis. Based on the information described above and in accordance with the applicable literature, management has concluded that we are organized and operate as one operating and reportable segment. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Note 19—Fair Value Measurement The fair value of the Company’s financial assets and liabilities reflects the Company’s management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: • Level 1—Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. • Level 2—Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. • Level 3—Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2021 (Successor) and December 31, 2020 (Predecessor) and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level Period Ended Description December 31, December 31, Liabilities: Tax receivable agreement 3 $ 4,600 $ — Legacy Fathom OpCo acquisitions contingent consideration 3 3,598 11,439 Sponsor earnout shares liability 3 9,380 — Fathom earnout shares liability 3 64,300 — Warrant liability— 1 7,600 — Warrant liability— 3 26,300 — $ 115,778 $ 11,439 Tax Receivable Agreement The fair value of the TRA is based on multiple inputs and assumptions input into a Monte Carlo simulation model. The significant inputs into this model are the following: a corporate tax rate of 26.9%, an annual TRA payment date non-controlling Legacy Fathom OpCo Acquisitions Contingent Consideration The fair values for contingent consideration payable are determined by using a discounted cash flow approach with unobservable inputs and is classified as a Level 3 liability in the fair value hierarchy. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each entity to which the contingent consideration relates to, for example EBITDA targets for a given period. Earnout Shares liability The Earnout Shares are accounted for as liabilities in the Company’s 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 five years, a risk-free rate of 1.25%, operating asset volatility of 87.6%, and equity volatility of 91.7%. The operating asset volatility and the equity volatility assumptions are based on a blended average of operating and equity volatility, respectively, of publicly traded companies within the Company’s peer group. Warrants 815-40 The Public Warrants are valued using a Monte Carlo simulation model; however, the inputs are calibrated such that the fair value of an individual Public Warrant is equal to the quoted and publicly traded prices for the Public Warrants. Since the fair value is based off quoted prices in an active market for identical instruments, the Public Warrants are considered to be a Level 1 fair value measurement. Since the Public Warrants are publicly traded, the price of the underlying Class A common stock, the remaining time until expiration, and the price of the Public Warrants are observable. The Monte Carlo simulation model is calibrated by adjusting the selected volatility until the value of the Public Warrants implied by the model is equal to the publicly traded Class A warrant price (Ticker: FATH.WS). The key inputs to the valuation of the Public Warrants include an expected term of 5.0 years, a strike price of $11.50, an assumption that the warrants can be early redeemed when the price of the Company’s Class A common stock exceeds $18.00 for any 20 trading days within a 30-day The Private Placement warrants are valued using a Monte Carlo simulation model, which is considered to be a Level 3 fair value measurement. The volatility for the Private Placement warrants, a key input into the valuation, was estimated to be 25% based on a calibration to the publicly traded per share price of the Company’s Class A common stock as of December 31, 2021 (Successor). Other key inputs into the valuation include a term of 5.0 years, a strike price of $11.50 per share, and an assumption that the Private Placement warrants will remain outstanding until maturity since, unlike the Public Warrants, the Private Placement warrants are not redeemable. Period Ended December 31, December 31, Balance of recurring Level 3 liabilities at beginning of period $ 141,438 $ — Total gains or losses for the period: Included in earnings (income) loss (33,260 ) 1,055 Issuances — 11,737 Payments — (1,353 ) Transfers into level 3 — — Transfers out of level 3 — — Balance of recurring level 3 liabilities at end of period $ 108,178 $ 11,439 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 20—Commitments and Contingencies Corporate Lawsuits: The Company is subject to various claims and lawsuits that arise in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material effect on the consolidated balance sheet of the Company. In July 2021, the Company entered into a settlement agreement in a hybrid collective/class action complaint filed by one of its former employees for alleged violations of the Fair Labor Standards Act and Wisconsin wage and hour law. The settlement amount did not have a material effect on the consolidated balance sheet of the Company. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 21—Income Taxes Following the Business Combination, the Company is a U.S. C-corporation non-taxable As of December 31, 2021, tax years 2018 through 2021 remain open and subject to examination by the Internal Revenue Service and the majority of the states where Fathom OpCo has activities. Upon audit, tax authorities may challenge tax positions of the Company or Fathom OpCo. A tax position successfully challenged by a taxing authority could result in an adjustment to the Company’s provision for income taxes in the period in which a final determination is made. As of 2021 Successor Period and 2021 Predecessor Period, the Company did not recognize income tax expense or benefits associated with uncertain tax positions. Significant components of the Company’s tax expense (benefit) for the 2021 Successor Period, 2021 Predecessor Period, and 2020 Predecessor Period, are as follows: Period From December 23 - January 1 - January 1 - Current expense State $ — $ 52 $ — Federal — — — Subtotal — 52 — Deferred tax benefit State (1 ) (297 ) — Federal (2 ) (2,963 ) — Subtotal (3 ) (3,260 ) — Total $ (3 ) $ (3,208 ) $ — A reconciliation of the expected statutory federal tax and the total income tax expense (benefit) for the 2021 Successor Period, 2021 Predecessor Period and 2020 Predecessor Period, are as follows: Period From December 23 - January 1 - January 1 - Federal statutory rate (21%) $ 7,028 $ (4,133 ) $ (1,672 ) State income taxes, net of federal benefit (38 ) (245 ) — Pre-closing — 4,133 1,672 Change in tax status of corporate subsidiaries — (2,963 ) — Non-controlling 222 — — Remeasurement of Fathom and Sponsor earnout shares (5,724 ) Remeasurement of TRA and warrant liability (1,662 ) — — Valuation allowance 171 — — Total $ (3 ) $ (3,208 ) $ — The tax effect of temporary differences that give rise to deferred tax assets and liabilities for the 2021 Successor Period, 2021 Predecessor Period, and 2020 Predecessor Period are as follows: Period Ended December 31, December 31, Deferred tax assets Net operating losses $ 1,494 $ — Transaction costs $ 861 Interest expense carryforwards $ 762 Valuation allowance (3,117 ) — Period Ended December 31, December 31, Total deferred tax assets — — Deferred tax liabilities Investment in Fathom Holdco, LLC (17,570 ) — Total deferred tax liabilities (17,570 ) — Total net deferred tax liabilities $ (17,570 ) $ — Net Operating Losses As of December 31, 2021, the Company has federal and state net operating loss (“NOLs”) carryforwards of $5.6 million. The U.S. federal NOLs are not subject to expiration. Utilization of the federal and state net operating losses may be subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code and equivalent state tax provisions. The annual limitations are not expected to restrict the use of any portion of the net operating losses prior to expiration. Nonetheless, the Company believes that it is more likely than not that the benefit from federal and state NOL carryforwards will not be realized. Valuation Allowance The Company recorded a valuation allowance against the use of its deferred tax assets as the date of the Business Combination and as of December 31, 2021. The change in the valuation allowance during the 2021 Successor Period was the result of an increase in deferred tax assets which the Company has fully valued against as of the end of the 2021 Successor Period. The Company determined that there is uncertainty as to its ability to generate taxable income required to use the Company’s NOLs based on its history of taxable losses. TRA, Warrants, Fathom Earnout Shares, and Sponsor Earnout Shares The Company entered into a TRA with members of Fathom OpCo which calls for certain payments to be made to members of Fathom OpCo on account of (i) tax savings generated at the Company related to tax attributes of the Company and Fathom OpCo acquired by the Company in the Business Combination and (ii) future exchanges of Fathom OpCo units for cash or Class A common stock of the Company (See note 2 for further information). Payments required under the TRA for units acquired in the Business Combination are not anticipated to give rise to substantial amounts of future deductible tax differences. As a result, changes in the fair value of the TRA liability established in connection with the transactions contemplated by the Business Combination give rise to permanent differences between financial and taxable income. The Company’s Fathom Earnout Shares liability and Sponsor Earnout Shares liability to be paid in the form of equity does not give rise to future deductible tax basis for U.S. federal income tax purposes, and accordingly, changes in the fair value of the Fathom Earnout Shares liability and the Sponsor Earnout Shares liability give rise to permanent differences between financial and taxable income. The Company’s Warrants are treated as equity instruments for U.S. federal income tax purposes, and accordingly, changes in the fair value of the Warrant liability give rise to permanent differences between financial and taxable income. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2021 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | Note 22—Variable Interest Entities Based 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 equity of the Company’s consolidated VIE, which is comprised solely of Fathom OpCo. Period Ended Total assets $ 1,566,106 Total liabilities 193,437 Total equity 1,372,669 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 23—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements comprise the financial statements of Fathom and its controlled subsidiaries for the nine-day The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The consolidated balance sheet as of December 31, 2020 (Predecessor) and the consolidated statement of comprehensive loss for the 2020 Predecessor Period comprise the consolidated financial statements of Fathom OpCo for the same periods which were previously filed within the Company’s registration statements files with the SEC, with certain reclassifications on the consolidated balance sheet and consolidated statement of comprehensive loss that were made such that the financial captions between the Successor Period and the Predecessor Periods are comparable. Amounts in the prior years’ consolidated financial statements are reclassified whenever necessary to conform to the current year’s presentation. The reclassifications had no impact on our results of operations, financial position, or cash flows for the Predecessor Periods. All material intercompany balances have been eliminated in consolidation in each period presented. |
Correction of Immaterial Errors | Correction of Immaterial Errors The consolidated financial statements as of and for the 2020 Predecessor Period include the correction of an immaterial error. The correction relates to the misclassification of selling, general, and administrative expense as other expense on the consolidated statement of comprehensive loss for the 2020 Predecessor Period. The correction resulted in an increase to selling, general, and administrative expense of $2,511 and a decrease to other expense of $2,511 for the 2020 Predecessor Period. The comprehensive loss for the 2020 Predecessor Period was not impacted as a result of the correction of this immaterial error. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company, its controlled subsidiaries and certain variable interest entities (“VIEs”) where the Company is the primary beneficiary. The Company is deemed to be the primary beneficiary of a VIE when it has both (1) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and (2) exposure to benefits and/or losses that could potentially be significant to the entity. Assets and liabilities of VIEs and their respective results of operations are consolidated from the date that the Company became the primary beneficiary through the date that the Company ceases to be the primary beneficiary. Fathom consolidates the accounts of Fathom OpCo since Fathom OpCo has been determined to be a VIE and Fathom is the primary beneficiary of Fathom OpCo. |
Business Combination | Business Combination The Company applies the acquisition method to all transactions and other events in which the entity obtains control over one or more other businesses, including the Business Combination, (as defined in Note 3), whereby Fathom was determined to be the primary beneficiary of Fathom OpCo, a VIE. Assets acquired and liabilities assumed are measured at fair value as of the acquisition date. Liabilities related to contingent consideration are recognized at the acquisition date and re-measured Under Accounting Codification Standards (“ASC”) Topic 805—Business Combinations (“ASC 805”), there is an option to apply push-down accounting, which establishes a new basis for the assets and liabilities of the acquired company based on a “push-down” of the acquirer’s stepped-up |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires the Company’s management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which the Company’s management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740— Income Taxes |
Credit Risk, Major Customers, and Suppliers | Credit Risk, Major Customers, and Suppliers The Company extends trade credit to its customers on terms that are generally practiced in the industry. During the 2020 Predecessor Period, the 2021 Predecessor Period, and 2021 Successor Period the Company did not have any customers or suppliers that comprised a significant percentage of the Company’s operations. |
Trade Accounts Receivable, Unbilled Revenue and Allowance for Doubtful Accounts | Trade Accounts Receivable, Unbilled Revenue and Allowance for Doubtful Accounts Accounts receivable are stated at net invoice amounts. Unbilled revenue represents receivables due from customers as either the performance obligation has been completed for revenue recognized over time or the product has shipped and the customer invoice has yet to be generated. The balance in unbilled revenue, included in accounts receivable, was $0 and $173 as of December 31, 2021 (Successor) and December 31, 2020 (Predecessor), respectively. An allowance for doubtful accounts is established based on a specific assessment of all invoices that remain unpaid following normal customer payment periods. In addition, a general valuation allowance is established for the remaining accounts receivable that have not been specifically assessed based on historical loss experience as well as geographic and general economic conditions. All amounts deemed to be uncollectible are charged against the allowance for doubtful accounts in the period that determination is made. The allowance for doubtful accounts on accounts receivable balances was $1,150 as of December 31, 2021 (Successor) and $649 as of December 31, 2020 (Predecessor). |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value (“NRV”), with NRV based on selling prices in first-in, first-out |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost less accumulated depreciation and amortization. The straight-line method is used for computing depreciation. Assets are depreciated over their estimated useful lives. The cost of leasehold improvements are amortized over the lesser of the length of the related leases or the estimated useful lives of the assets. Costs of maintenance and repairs are charged to expense when incurred. See Note 7 for further information. |
Goodwill | Goodwill The Company recognizes goodwill in accordance with ASC Topic 350— Goodwill and Other. |
Intangible Assets | Intangible Assets Acquired intangible assets subject to amortization are stated at cost and are amortized using the straight-line method over the estimated useful lives of the assets. Intangible assets that are subject to amortization are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. During the 2021 Successor Period, 2021 Predecessor Period, and 2020 Predecessor Period, there were no impairments of intangible assets. |
New Fathom Units | New Fathom Units In conjunction with the Business Combination, Fathom OpCo restructured its classes of members units whereby, subsequent to the Business Combination, Fathom OpCo’s equity consists solely of Class A common units (the “New Fathom Units”). Prior to the Business Combination, Fathom OpCo’s members’ equity consisted of Class A common units and Class B common units. See Note 14 for further information. |
Warrant Liability | Warrant Liability The Company accounts for both the Public Warrants (the “Public Warrants”) and Private Placement Warrants (the “Private Placement Warrants”) (collectively as the “Warrants”) as liability-classified instruments based on an assessment of the Warrants’ specific terms and applicable authoritative guidance per ASC Topic 480, Distinguishing Liabilities from Equity Derivatives and Hedging Since both the Public Warrants and Private Placement Warrants are liability-classified, the Warrants are required to be recorded at fair value on the date of issuance and each balance sheet date thereafter. Changes in the fair value of the Warrants are recognized as a non-cash |
Fathom Earnout Shares | Fathom Earnout Shares The Company issued 9,000,000 shares of Class A common stock and New Fathom Units that are subject to certain vesting and transfer restrictions (collectively, the “Fathom Earnout Shares”) as part of the Business Combination. The Fathom Earnout Shares vest in three tranches of 3,000,000 shares. The first tranche of the Fathom Earnout Shares vest if the volume weighted average price (“VWAP”) of the Company’s Class A common stock with respect to a trading day is greater than or equal to $12.50 for any 20 trading days within a consecutive 30-trading-day 30-trading-day 30-trading-day The Fathom Earnout Shares were issued as part of the Business Combination and are accounted for as contingent consideration, and thus purchase consideration, and classified as a liability. This classification requires the Company to re-measure |
Sponsor Earnout Shares | Sponsor Earnout Shares Prior to Altimar II’s initial public offering, Altimar II Sponsor, LLC (the “Sponsor”) received 8,625,000 Class B Ordinary Shares (“Founder Shares”) of the Company in exchange for an investment of $25. In conjunction with the Business Combination, the holders of the Founder Shares forfeited 2,587,500 Founder Shares and received 1,267,500 shares of Class A common stock, (the “Sponsor Earnout Shares” and, together with the Fathom Earnout Shares, the “Earnout Shares”) which vest only if the stock price of the Company reaches $12.50 for any 20 days within a consecutive 30-trading-day The Company classifies the Sponsor Earnout Shares as a liability measured at fair value upon the consummation of the Business Combination, the date of issuance, and each subsequent reporting date. The Sponsor Earnout Shares are not included as part of the consideration transferred in the Business Combination since the Sponsor Earnout Shares do not represent payments to any of the sellers in the Business Combination. |
Noncontrolling Interest | Non-controlling Non-controlling non-controlling The Company’s non-controlling non-controlling non-controlling non-controlling |
Tax Receivable Agreement | Tax Receivable Agreement In connection with the Business Combination, Fathom entered into the Tax Receivable Agreement (“TRA”), which generally provides for the payment by it of 85% of the net cash savings, if any, in U.S. federal, state and local, income and franchise tax (computed using certain assumptions to address the impact of state and local taxes) that it actually realizes (or in certain cases is deemed to realize) as a result of tax basis in certain assets and other tax attributes. The TRA is a direct obligation of the Company, and not of its subsidiaries. Since the payments under the TRA will be made to selling shareholders of Fathom OpCo, the fair value of the TRA as of the date of the Business Combination is considered part of the consideration transferred as part of the Business Combination with Fathom OpCo. See Note 3 for further information. Subsequent to the initial recognition of the TRA as part of the Business Combination on December 23, 2021, the TRA is recorded at fair value. Any changes in fair value of the TRA subsequent to the Business Combination are recorded as non-cash |
Foreign Currency Exchange and Translation | Foreign Currency Exchange and Translation The expression of assets and liabilities in a foreign currency amount gives rise to exchange gains and losses when such obligations are paid in U.S. dollars. Foreign currency exchange rate adjustment (i.e., differences between amounts recorded and actual amounts owed or paid) are reported in the consolidated statements of comprehensive income (loss) as foreign currency fluctuations occur. Foreign currency exchange rate adjustments are reported in the consolidated statements of cash flows using the exchange rates in effect at the time of the cash flows. |
Fair Value Measurements | Fair Value Measurements The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement Fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets and liabilities in active markets and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset. These Level 3 fair value measurements are based primarily on management’s own estimates using pricing models, discounted cash flow methodologies, or similar techniques considering the characteristics of the asset. In instances whereby, inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs were incurred by Fathom OpCo in connection with obtaining the debt to finance the acquisitions disclosed in Note 4. If such financing is settled or replaced prior to maturity with debt instruments that have substantially different terms, the settlement is treated as an extinguishment and the unamortized costs are charged to gain or loss on extinguishment of debt. If such financing is settled or replaced with debt instruments from the same lender that do not have substantially different terms, the new debt agreement is accounted for as a modification of the prior debt agreement and the unamortized costs remain capitalized, the new original issuance discount costs are capitalized, and any new third-party costs are charged to expense. These costs are recorded as a reduction in the recorded balance of the outstanding debt. The costs are amortized over the term of the related debt and reported as a component of interest expense by using the straight-line method which is not materially different than the effective interest method. |
Revenue Recognition | Revenue Recognition The Company accounts for revenue under ASC Topic 606, Revenue from Contracts with Customer’s point-in-time point-in-time |
Segment Reporting | Segment Reporting In accordance with the Financial Accounting Standards Board’s (“FASB”) authoritative guidance on segment reporting, the Company has one operating segment and one reportable segment. The Company has one line of business, which is product development and on-demand |
Other Comprehensive Loss | Other Comprehensive Loss U.S. GAAP generally requires that recognized revenue, expenses, gains and losses be included in net income. Certain changes in assets and liabilities, however, such as foreign currency translation adjustments, are reported as a direct adjustment to the equity section of the consolidated balance sheets. Such items, along with net income, are considered components of comprehensive income or loss. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The FASB issued Accounting Standards Update (“ASU”) 2016-02 Leases right-to-use right-to The FASB issued ASU 2016-13, In August 2020, the FASB issued “Accounting Standards Update No. 2020-06, 470-20”) 815-40): (“ASU 2020-06”), 2020-06 2020-06 2020-06 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Business Combination with Fat_2
Business Combination with Fathom OpCo (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Acquisition [Line Items] | |
Schedule of fair value of the total purchase consideration transferred | The Business Combination was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred was $1,364,220. See below for a summary of the total consideration transferred. Total Consideration Transferred: Total cash consideration $ 53,332 Fathom earnout shares 88,160 Class A common stock transferred 375,478 TRA obligations to the sellers 4,300 Total consideration transferred to sellers 521,270 Non-controlling 842,950 Fair value of total consideration transferred $ 1,364,220 |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table sets forth the fair value of the assets acquired and liabilities assumed in connection with the acquisition: Total Assets acquired: Cash and cash equivalents $ 9,577 Accounts receivable, net 25,010 Inventory 12,825 Prepaid expenses 2,336 Other current assets 836 Property and equipment, net 44,397 Goodwill 1,189,464 Intangible assets 270,000 Other assets 2,200 Total assets acquired 1,556,645 Total Liabilities assumed: Accounts payable 9,808 Taxes payable 71 Accrued expenses 4,860 Current portion—long-term debt 152,000 Deferred revenue 651 Other current liabilities 4,504 Other long-term liabilities 20,531 Total liabilities assumed 192,425 Net identifiable assets acquired $ 1,364,220 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | Identifiable Intangible Assets Provisional fair value Provisional useful life (in years) Trade name $ 70,000 15 Customer relationships 180,000 19 Developed software 4,300 5 Developed technology 15,700 5 $ 270,000 |
Summary of pro forma information unaudited | Pro Forma Information (Unaudited) Year Ended December 31, 2021 2020 Pro forma revenue $ 162,563 $ 149,405 Pro forma net (loss) (14,088 ) (17,939 ) Pro forma net (loss) attributable to controlling interest (5,297 ) (6,745 ) Pro forma net (loss) attributable to non-controlling $ (8,791 ) $ (11,194 ) |
Fathom OpCo Predecessor Perio_2
Fathom OpCo Predecessor Period Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table sets forth the fair value of the assets acquired and liabilities assumed in connection with the acquisition: Total Assets acquired: Cash and cash equivalents $ 9,577 Accounts receivable, net 25,010 Inventory 12,825 Prepaid expenses 2,336 Other current assets 836 Property and equipment, net 44,397 Goodwill 1,189,464 Intangible assets 270,000 Other assets 2,200 Total assets acquired 1,556,645 Total Liabilities assumed: Accounts payable 9,808 Taxes payable 71 Accrued expenses 4,860 Current portion—long-term debt 152,000 Deferred revenue 651 Other current liabilities 4,504 Other long-term liabilities 20,531 Total liabilities assumed 192,425 Net identifiable assets acquired $ 1,364,220 |
Summary of Intangible Assets Acquired in Acquisition | Identifiable Intangible Assets Provisional fair value Provisional useful life (in years) Trade name $ 70,000 15 Customer relationships 180,000 19 Developed software 4,300 5 Developed technology 15,700 5 $ 270,000 |
Incodema And Newchem LLC | Incodema LLC [Member] | |
Business Acquisition [Line Items] | |
Summary of Total Purchase Consideration Transferred | The transaction was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred consisted of the following: Consideration Incodema Newchem Total Cash $ 30,948 $ 6,320 $ 37,268 Equity instruments 920 183 1,103 Contingent consideration 8,696 — 8,696 Fair value of total consideration transferred $ 40,564 $ 6,503 $ 47,067 |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the acquisition of Incodema and Newchem: Acquisition Date Incodema Newchem Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 63 $ 69 Accounts receivable, net 2,370 741 Inventory 735 487 Other current assets 3 1 Prepaid expenses 77 8 Fixed assets, net 2,277 1,949 Intangible assets 19,300 2,800 Total assets acquired 24,825 6,055 Accounts payable 324 223 Accrued expenses 110 35 Other current liabilities 286 61 Total liabilities assumed 720 319 Total identifiable net assets 24,105 5,736 Goodwill $ 16,459 $ 767 |
Summary of Intangible Assets Acquired in Acquisition | Below is a summary of the intangible assets acquired in the acquisition: Acquisition Date Fair Value - Incodema Estimated Life Trade name $ 2,700 15 Customer relationships 11,500 9 Developed software 5,100 5 Total intangible assets $ 19,300 Acquisition Date Fair Value - Newchem Estimated Life Trade name $ 300 5 Customer relationships 2,500 16 Total intangible assets $ 2,800 |
Summary of Revenue and Net (Loss) Since Acquisition | The amounts of revenue and net (loss) of Incodema since the acquisition date included in the 2020 Predecessor Period consolidated statement of comprehensive loss was as follows: Period From January 1 - December 31, 2020 Revenue $ 6,900 Net (loss) $ (1,085 ) The amounts of revenue and net income of Newchem since the acquisition date included in the 2020 Predecessor Period consolidated statement of comprehensive loss was as follows: Period From Revenue $ 2,369 Net income $ 184 |
Daholquist Machine | |
Business Acquisition [Line Items] | |
Summary of Total Purchase Consideration Transferred | The transaction was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred consisted of the following: Total Consideration Cash $ 16,098 Equity instruments 368 Contingent consideration 1,166 Fair value of total consideration transferred $ 17,632 |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the acquisition of Dahlquist: Total Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 357 Accounts receivable, net 1,215 Inventory 1,597 Indemnification asset — 518 Prepaid expenses 8 Fixed assets, net 3,753 Intangible assets 8,300 Total assets acquired 15,748 Accounts payable 68 Paycheck Protection Program (PPP) loan 518 Accrued expenses 475 Total liabilities assumed 1,061 Total identifiable net assets 14,687 Goodwill $ 2,945 |
Summary of Intangible Assets Acquired in Acquisition | Below is a summary of the intangible assets acquired in the acquisition: Acquisition Date Estimated Trade name $ 500 5 Customer relationships 7,800 14 Total intangible assets $ 8,300 |
Summary of Revenue and Net (Loss) Since Acquisition | The amounts of revenue and net (loss) of Dahlquist since the acquisition date included in the 2020 Predecessor Period consolidated statement of comprehensive loss was a follows: Period From Revenue $ 310 Net (loss) $ (940 ) |
Majestic Metals, LLC [Member] | |
Business Acquisition [Line Items] | |
Summary of Total Purchase Consideration Transferred | The transaction was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred consisted of the following: Total Consideration Cash $ 33,557 Equity instruments 1,471 Fair value of total consideration transferred $ 35,028 |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the acquisition: Total Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ (1 ) Accounts receivable, net 2,646 Inventory 1,184 Other current assets 30 Prepaid expenses 201 Fixed assets, net 4,229 Intangible assets 20,100 Total assets acquired 28,389 Accounts payable 244 Accrued expenses 231 Other current liabilities 644 Total liabilities assumed 1,119 Total identifiable net assets 27,270 Goodwill $ 7,758 |
Summary of Intangible Assets Acquired in Acquisition | Below is a summary of the intangible assets acquired in the acquisition: Acquisition Date Estimated Trade name $ 1,500 5 Customer relationships 18,600 16 Total intangible assets $ 20,100 |
Summary of Revenue and Net (Loss) Since Acquisition | The amounts of revenue and net (loss) of Majestic since the acquisition date included in the 2020 Predecessor Period statement of comprehensive loss for the reporting periods are as follows: Period From Revenue $ 911 Net (loss) $ (1,129 ) |
Summit [Member] | |
Business Acquisition [Line Items] | |
Summary of Total Purchase Consideration Transferred | The transaction was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred consisted of the following: Total Consideration Cash $ 10,875 Fair value of total consideration transferred $ 10,875 |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the acquisition of Summit: Total Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 40 Accounts receivable, net 627 Inventory 339 Fixed assets, net 4,371 Intangible assets 5,000 Total assets acquired 10,377 Accounts payable 40 Deferred revenue 776 Other current liabilities 1,418 Total liabilities assumed 2,234 Total identifiable net assets 8,143 Goodwill $ 2,732 |
Summary of Intangible Assets Acquired in Acquisition | Below is a summary of the intangible assets acquired in the acquisition: Acquisition Date Estimated Trade name $ 400 5 Customer relationships 4,600 11 Total intangible assets $ 5,000 |
Summary of Revenue and Net (Loss) Since Acquisition | The amounts of revenue and net loss of Summit since the acquisition date included in the consolidated statements of comprehensive loss for the 2021 Predecessor Period are as follows: Period From Revenue $ 6,748 Net (loss) $ (370 ) |
P P C [Member] | |
Business Acquisition [Line Items] | |
Summary of Total Purchase Consideration Transferred | The transaction was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred consisted of the following: Total Consideration Cash $ 25,721 Fair value of total consideration transferred $ 25,721 |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the acquisition of PPC: Total Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 162 Accounts receivable, net 899 Inventory 480 Fixed assets, net 2,413 Intangible assets 14,200 Total assets acquired 18,154 Accounts payable 148 Accrued expenses 79 Total liabilities assumed 227 Total identifiable net assets 17,927 Goodwill $ 7,794 |
Summary of Intangible Assets Acquired in Acquisition | Below is a summary of the intangible assets acquired in the acquisition: Acquisition Date Estimated Trade name $ 1,100 5 Customer relationships 13,100 17 Total intangible assets $ 14,200 |
Summary of Revenue and Net (Loss) Since Acquisition | The amounts of revenue and net loss of PPC since the acquisition date included in the consolidated statements of comprehensive loss for the 2021 Successor Period is as follows: Period From Revenue $ 6,993 Net (loss) $ (34 ) |
Centex and Laser [Member] | Incodema Holdings LLC | |
Business Acquisition [Line Items] | |
Summary of Total Purchase Consideration Transferred | The transaction was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred consisted of the following: Centex Laser Total Consideration Cash $ 11,774 $ 6,946 $ 18,720 Fair value of total consideration transferred $ 11,774 $ 6,946 $ 18,720 |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the acquisition of Centex and Laser: Acquisition Date Centex Laser Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ — $ 68 Accounts receivable, net 1,775 900 Inventory 524 622 Prepaid expenses 108 1 Fixed assets, net 1,787 760 Intangible assets 6,243 3,557 Other assets 1 2 Total assets acquired 10,438 5,910 Accounts payable 252 568 Paycheck Protection Program (PPP) loan 649 — Accrued expenses 271 27 Other current liabilities 23 44 Other noncurrent liabilities 1,234 703 Total liabilities assumed 2,429 1,342 Total identifiable net assets 8,009 4,568 Goodwill $ 3,765 $ 2,378 |
Summary of Intangible Assets Acquired in Acquisition | Below is a summary of the intangible assets acquired in the acquisition: Acquisition Date Fair Value - Centex Estimated Trade name $ 510 5 Customer relationships 5,733 17 Total intangible assets $ 6,243 Acquisition Date Fair Value - Laser Estimated Trade name $ 290 5 Customer relationships 3,267 17 Total intangible assets $ 3,557 |
Summary of Revenue and Net (Loss) Since Acquisition | The amounts of revenue and net loss of Centex and Laser since the acquisition date included in the consolidated statements of comprehensive loss for the 2021 Predecessor Period and is as follows: Period From Revenue $ 9,642 Net (loss) $ (98 ) |
Micropulse West [Member] | Incodema Holdings LLC | |
Business Acquisition [Line Items] | |
Summary of Total Purchase Consideration Transferred | The transaction was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred consisted of the following: Total Consideration Cash $ 12,452 Contingent consideration 1,295 Fair value of total consideration transferred $ 13,747 |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the acquisition of Micropulse West: Total Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 70 Accounts receivable, net 866 Inventory 333 Other current assets 10 Fixed assets, net 2,490 Intangible assets 7,000 Total assets acquired 10,769 Accounts payable 139 Accrued expenses 13 Other current liabilities 99 Total liabilities assumed 251 Total identifiable net assets 10,518 Goodwill $ 3,229 |
Summary of Intangible Assets Acquired in Acquisition | Below is a summary of the intangible assets acquired in the acquisition: Acquisition Date Estimated Trade name $ 600 5 Customer relationships 6,400 17 Total intangible assets $ 7,000 |
Summary of Revenue and Net (Loss) Since Acquisition | The amounts of revenue and net loss of Micropulse West since the acquisition date included in the 2021 Predecessor Period consolidated statement of comprehensive loss is as follows: Period From Revenue $ 4,614 Net (loss) $ (115 ) |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue by Product Line | Revenue by product line for the 2021 Successor Period, 2021 Predecessor Period, and 2020 Predecessor Period was as follows: Period From December 23 - December 31, 2021 January 1 - January 1 - Revenue: Additive Manufacturing $ 567 $ 17,270 $ 19,032 Injection Molding 919 27,968 17,093 CNC Machinery 1,372 41,775 9,173 Precision Sheet Metal 1,700 51,751 9,811 Ancillary Product Lines 282 8,592 6,180 Total revenue $ 4,840 $ 147,356 $ 61,289 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory | The Company’s inventory consisted of the following at December 31, 2021 (Successor) and 2020 (Predecessor): December 31, December 31, Finished goods $ 3,506 $ 1,819 Raw materials 4,967 2,277 Work in process 5,368 2,359 Tooling 605 338 14,446 6,793 Allowance for obsolescence (1,281 ) (468 ) Total $ 13,165 $ 6,325 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following as of December 31, 2021 (Successor) and 2020 (Predecessor): Period Ended December 31, 2021 December 31, 2020 Estimated Machinery and equipment $ 33,182 $ 25,214 5 Furniture and fixtures 180 812 2 Computer hardware 499 — 2 Computer software 305 — 2 Property and leasehold improvements 7,180 2,838 3 - 23 Construction in progress 2,859 576 n/a Auto / transportation equipment 454 — 3 Total 44,659 29,440 Accumulated depreciation and amortization (132 ) (3,054 ) Total $ 44,527 $ 26,386 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in the Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the periods ended December 31, 2021 (Successor) and 2020 (Predecessor) were as follows: Jan. 1, 2020 Goodwill Dec. 31, 2020 Goodwill Dec. 22, 2021 Goodwill Dec. 31, 2021 Goodwill $ 33,007 $ 30,208 $ 63,215 $ 19,898 $ 83,113 $ 1,189,464 $ 1,189,464 |
Schedule of Intangible Assets Other Than Goodwill | Intangible assets other than goodwill for the periods ended December 31, 2021 (Successor) and 2020 (Predecessor) were as follows: Period Ended December 31, 2021 Useful Life Gross Accumulated Net Trade name $ 70,000 $ 98 $ 69,902 15 Customer relationships 180,000 252 179,748 19 Developed software 4,300 6 4,294 5 Developed technology 15,700 22 15,678 5 Total intangible assets $ 270,000 $ 378 $ 269,622 Period Ended December 31, 2020 Useful Life Gross Accumulated Net Trade name $ 12,200 $ 919 $ 11,281 5-15 Customer relationships 67,600 4,448 63,152 5-17 Developed software 6,400 720 5,680 5 Developed technology 4,500 1,147 3,353 5 Total intangible assets $ 90,700 $ 7,234 $ 83,466 |
Schedule of Estimated Amortization Expense | Estimated amortization expense for each of the next five years: Year ended Total 2022 $ 17,280 2023 17,280 2024 17,280 2025 17,280 2026 17,280 Thereafter 183,222 Total $ 269,622 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Number of Outstanding Warrants and Fair Value | The below table summarizes the number of outstanding Warrants and the fair value as of the 2021 Successor Period. See note 19 for further information. Fair Value # of Warrants December 31, 2021 (Successor) Public Warrants $ 7,600 8,625,000 Private Placement Warrants $ 26,300 9,900,000 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The Company’s debt as of December 31, 2021 (Successor) and 2020 (Predecessor) is as follows: As of December 31, 2021 As of December 31, 2020 Debt Description Interest Rate Amount Interest Rate Amount 2018 Term Loan, as amended $ — 7.75 % $ 29,700 2018 DDTL — 7.75 % 2,990 2020 Term Loan — 3-month % 19,401 2020 DDTL — 3-month LIBOR + 7.50 % 40,500 New Credit Agreement Revolver 3.60 % 27,000 — New Credit Agreement Term Loan 3.72 % 125,000 — Total principal long-term debt 92,591 Debt issuance costs (1,812 ) (1,867 ) PPP and other loans — $ 2,615 Total debt 150,188 93,339 Less: current portion of long-term debt 29,697 2,853 Long-term debt, net of current portion $ 120,491 $ 90,486 |
Schedule of Balances of Term Loan | The balance of the Term Loan matures as follows: Year ended Total 2022 $ 3,096 2023 5,982 2024 8,453 2025 7,836 2026 99,633 Thereafter — Total $ 125,000 |
Other Income and Expense, Net (
Other Income and Expense, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule Of Other Income and Expense Net | Other Income and expense, net is comprised of the following for the periods ended December 31, 2021 (Successor), December 22, 2021 (Predecessor), and December 31, 2020 (Predecessor): Period From December 23 - December 31, 2021 January 1 - January 1 - Acquisition expenses $ — $ 4,045 $ 1,254 Transaction expense — 12,515 — Loss on debt extinguishment — 2,031 — Loan prepayment fees — 1,463 Change in fair value of contingent consideration — — 1,055 Change in fair value of TRA 300 — Loss on sale of assets — 307 Other 8 646 1,515 Other expense 308 21,007 3,824 Gain on sale of assets — — (214 ) Gain on PPP forgiveness — (1,624 ) — Change in fair value of Sponsor Earnout Shares (3,400 ) — Change in fair value of contingent consideration (23,860 ) (3,550 ) — Change in fair value of Warrants (8,200 ) — — Other — — (371 ) Other income (35,460 ) (5,174 ) (585 ) Other (income) and expense, net $ (35,152 ) $ 15,833 $ 3,239 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
2021 Omnibus Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of the activity in the plan | The following table summarizes the activity related to awards issued by the Company in the 2021 Successor Period under the 2021 Omnibus Plan. Successor Shares Weighted Non-vested — — Granted 6,472,617 $ 8.21 Vested — — Forfeited — — Non-vested 6,472,617 $ 9.53 |
Twenty Twenty Activity Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of the activity in the plan | A summary of the activity in the plan for the 2020 Predecessor Period is as follows: Shares Weighted Non-vested 4,000 $ 515.09 Granted 5,356 358.15 Vested (313 ) 570.20 Forfeited — — Non-vested 9,043 $ 420.02 |
Twenty Twenty One Activity Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of the activity in the plan | A summary of the activity in the plans for the 2021 Predecessor Period is as follows: Shares Weighted Non-vested $ 9,043 $ 420.02 Granted 14,346 1,529.06 Vested (1,115 ) 1,930.42 Forfeited (10,706 ) 888.81 Non-vested 11,568 $ 1,217.42 |
Earnings Per Share and Earnin_2
Earnings Per Share and Earnings Per Unit (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Unit [Abstract] | |
Schedule of Basic Earnings Per Share | The Company’s basic earnings per share calculation is as follows: Period From Class A Basic Earnings Per Share: Numerator Net income $ 33,470 Less: Net loss attributable to non-controlling (968 ) Net income attributable to Class A common stock 34,438 Denominator Weighted average shares of Class A common stock outstanding-basic 50,785,656 Basic Earnings Per Share $ 0.68 |
Schedule of Diluted Earnings Per Share | The Company’s diluted earnings per share calculation is as follows: Period From Class A Diluted Earnings Per Share: Numerator Net income attributable to holders of Class A common stock $ 33,470 Denominator Weighted average shares of Class A common stock outstanding-basic 50,785,656 Effect of Dilutive Securities Assumed exchange for shares of Class A common stock 85,054,317 Weighted average shares of Class A common stock outstanding- 135,839,973 Diluted Earnings Per Share $ 0.25 |
Schedule Of Earnings Per Share, Basic and Diluted | Period From January 1 - January 1 - Class A Class B Basic and Diluted Earnings Per Unit: Numerator Net (loss) $ (11,690 ) $ (4,784 ) Less: annual dividends on redeemable preferred units (6,582 ) (2,694 ) Net (loss) attributable to common unitholders (18,272 ) (7,478 ) Denominator Weighted-average units used to compute basic earnings per unit 5,480,611 2,242,981 Basic and Diluted Earnings Per Unit $ (3.33 ) $ (3.33 ) Period From January 1 - January 1 - Class A Class B Basic and Diluted Earnings Per Unit: Numerator Net (loss) $ (5,380 ) $ (2,583 ) Less: annual dividends on redeemable preferred units (4,083 ) (1,961 ) Net (loss) attributable to common unitholders (9,463 ) (4,544 ) Denominator Weighted-average 3,531,681 1,696,135 Basic and Diluted Earnings Per Unit $ (2.68 ) $ (2.68 ) |
Shareholders' Equity, Noncont_2
Shareholders' Equity, Noncontrolling Interest, and Members' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule Of Calculation Of Comprehensive Loss Attributable To Non-controlling Interest Holders | The table below demonstrates the calculation of the comprehensive loss attributable to the non-controlling Period From Fathom OpCo comprehensive loss (1,551 ) Noncontrolling interest percentage 62.4 % Comprehensive loss attributable to noncontrolling interest (968 ) |
Summary Of Members Equity | The following table represents a summary of the Company’s Members’ Equity as of December 31, 2020 (Predecessor): December 31 Class A common units 5,480,611 Class B common units 2,242,981 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases, Operating [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The Company determines if an arrangement is a lease at inception. Operating leases are off balance sheet arrangements with rent expense included in Cost of revenue and Selling, general and administrative in the consolidated statements of comprehensive income (loss). Future noncancelable operating lease commitments are as follows: Year ended Total 2022 $ 3,212 2023 3,027 2024 1,959 2025 1,253 2026 443 Thereafter 328 Total future lease payments $ 10,222 |
Fathom OpCo Class A Contingen_2
Fathom OpCo Class A Contingently Redeemable Preferred Units (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Schedule Of Class A Contingently Redeemable Preferred Units Issued and Outstanding | Fathom OpCo had the following contingently redeemable preferred units issued and outstanding at December 31, 2020 (Predecessor): Shares Shares Original Carrying Accumulated Amount Class A Preferred Units 1,167,418 1,167,418 $ 46.35 $ 54,105 $ 9,253 $ 63,358 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Fair Value Measurement Of Assets And Liabilities Based On Hierarchy | The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2021 (Successor) and December 31, 2020 (Predecessor) and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level Period Ended Description December 31, December 31, Liabilities: Tax receivable agreement 3 $ 4,600 $ — Legacy Fathom OpCo acquisitions contingent consideration 3 3,598 11,439 Sponsor earnout shares liability 3 9,380 — Fathom earnout shares liability 3 64,300 — Warrant liability— 1 7,600 — Warrant liability— 3 26,300 — $ 115,778 $ 11,439 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | Period Ended December 31, December 31, Balance of recurring Level 3 liabilities at beginning of period $ 141,438 $ — Total gains or losses for the period: Included in earnings (income) loss (33,260 ) 1,055 Issuances — 11,737 Payments — (1,353 ) Transfers into level 3 — — Transfers out of level 3 — — Balance of recurring level 3 liabilities at end of period $ 108,178 $ 11,439 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Expense (Benefit) | Significant components of the Company’s tax expense (benefit) for the 2021 Successor Period, 2021 Predecessor Period, and 2020 Predecessor Period, are as follows: Period From December 23 - January 1 - January 1 - Current expense State $ — $ 52 $ — Federal — — — Subtotal — 52 — Deferred tax benefit State (1 ) (297 ) — Federal (2 ) (2,963 ) — Subtotal (3 ) (3,260 ) — Total $ (3 ) $ (3,208 ) $ — |
Reconciliation of the Expected Statutory Federal Tax and the Total Income Tax Expense (Benefit) | A reconciliation of the expected statutory federal tax and the total income tax expense (benefit) for the 2021 Successor Period, 2021 Predecessor Period and 2020 Predecessor Period, are as follows: Period From December 23 - January 1 - January 1 - Federal statutory rate (21%) $ 7,028 $ (4,133 ) $ (1,672 ) State income taxes, net of federal benefit (38 ) (245 ) — Pre-closing — 4,133 1,672 Change in tax status of corporate subsidiaries — (2,963 ) — Non-controlling 222 — — Remeasurement of Fathom and Sponsor earnout shares (5,724 ) Remeasurement of TRA and warrant liability (1,662 ) — — Valuation allowance 171 — — Total $ (3 ) $ (3,208 ) $ — |
Summary of Tax Effect of Temporary Differences to Deferred Tax Assets and Liabilities | The tax effect of temporary differences that give rise to deferred tax assets and liabilities for the 2021 Successor Period, 2021 Predecessor Period, and 2020 Predecessor Period are as follows: Period Ended December 31, December 31, Deferred tax assets Net operating losses $ 1,494 $ — Transaction costs $ 861 Interest expense carryforwards $ 762 Valuation allowance (3,117 ) — Period Ended December 31, December 31, Total deferred tax assets — — Deferred tax liabilities Investment in Fathom Holdco, LLC (17,570 ) — Total deferred tax liabilities (17,570 ) — Total net deferred tax liabilities $ (17,570 ) $ — |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Variable Interest Entities [Abstract] | |
Summary of Total Assets, Liabilities, and Equity of the Company's Consolidated VEI | The following table presents a summary of the total assets, liabilities, and equity of the Company’s consolidated VIE, which is comprised solely of Fathom OpCo. Period Ended Total assets $ 1,566,106 Total liabilities 193,437 Total equity 1,372,669 |
Nature of Business - Additional
Nature of Business - Additional Information (Details) - Equity Interest [Member] | 12 Months Ended |
Dec. 31, 2021 | |
MCT Group Holdings LLC | |
Nature Of Business [Line Items] | |
Ownership Interest | 100.00% |
Incodema Holdings LLC | |
Nature Of Business [Line Items] | |
Ownership Interest | 100.00% |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands | Dec. 31, 2021USD ($)shares | Dec. 31, 2021USD ($)TRANCHE$ / sharesshares | Dec. 22, 2021USD ($) | Dec. 31, 2020USD ($) | |
Accounting Policies [Line Items] | |||||
Selling, general, and administrative expense | [1],[2] | $ 3,133 | $ 37,507 | $ 24,642 | |
Other expense | [2] | 308 | 21,007 | 3,824 | |
Accounts receivable, allowance for credit loss | 1,150 | $ 1,150 | 649 | ||
Goodwill, Impairment Loss | 0 | 0 | 0 | ||
Impairments of intangible assets | $ 0 | 0 | $ 0 | ||
Number of tranches | TRANCHE | 3 | ||||
Earnout shares vested | shares | 3,000,000 | ||||
Percentage of net cash savings payment to tax receivable agreement | 85.00% | ||||
Fathom OpCo [Member] | |||||
Accounting Policies [Line Items] | |||||
Noncontrolling interest, ownership percentage | 62.40% | 62.40% | 62.40% | ||
Noncontrolling interest, ownership percentage by noncontrolling owners | 37.60% | 37.60% | |||
Altimar II Sponsor, LLC [Member] | |||||
Accounting Policies [Line Items] | |||||
Shares granted, shares, share-based payment arrangement, forfeited | shares | 2,587,500 | ||||
Number of remaining founder shares cancelled | shares | 4,770,000 | ||||
Class A Common Stock [Member] | |||||
Accounting Policies [Line Items] | |||||
Common stock issued | shares | 50,785,656 | 50,785,656 | |||
Class A Common Stock [Member] | Altimar II Sponsor, LLC [Member] | |||||
Accounting Policies [Line Items] | |||||
Volume weighted average price | $ / shares | $ 12.50 | ||||
Earnout shares trading days | 20 days | ||||
Earnout shares consecutive trading days | 30 days | ||||
Issuance of share to Sponsor | shares | 4,770,000 | ||||
Sale of Class A Ordinary Shares (in shares) | shares | 1,267,500 | ||||
Class A Common Stock [Member] | First Tranche [Member] | |||||
Accounting Policies [Line Items] | |||||
Volume weighted average price | $ / shares | $ 12.50 | ||||
Earnout shares trading days | 20 days | ||||
Earnout shares consecutive trading days | 30 days | ||||
Class A Common Stock [Member] | Second Tranche [Member] | |||||
Accounting Policies [Line Items] | |||||
Volume weighted average price | $ / shares | $ 15 | ||||
Earnout shares trading days | 20 days | ||||
Earnout shares consecutive trading days | 30 days | ||||
Class A Common Stock [Member] | Third Tranche [Member] | |||||
Accounting Policies [Line Items] | |||||
Volume weighted average price | $ / shares | $ 20 | ||||
Earnout shares trading days | 20 days | ||||
Earnout shares consecutive trading days | 30 days | ||||
Class A Common Stock [Member] | Fathom Earnout Shares [Member] | |||||
Accounting Policies [Line Items] | |||||
Common stock issued | shares | 9,000,000 | 9,000,000 | |||
Class B Common Stock [Member] | |||||
Accounting Policies [Line Items] | |||||
Common stock issued | shares | 84,294,971 | 84,294,971 | |||
Class B Common Stock [Member] | Altimar II Sponsor, LLC [Member] | |||||
Accounting Policies [Line Items] | |||||
Issuance of share to Sponsor | shares | 8,625,000 | ||||
Stock issued during period, value | $ 25 | ||||
Unbilled Revenues [Member] | |||||
Accounting Policies [Line Items] | |||||
Unbilled Contracts Receivable | $ 0 | $ 0 | $ 173 | ||
Correction of Immaterial Errors [Member] | |||||
Accounting Policies [Line Items] | |||||
Selling, general, and administrative expense | 2,511 | ||||
Other expense | $ 2,511 | ||||
Comprehensive income (loss) | $ 512 | ||||
[1] | Inclusive of $0, $1,723, and $722 of management fees incurred to a related party for the periods ended December 23 — 31, 2021, January 1 — December 22, 2021, and January 1 — December 31 2020, respectively. See Note 17. | ||||
[2] | See accompanying notes to the consolidated financial statements. |
Business Combination with Fat_3
Business Combination with Fathom OpCo - Additional Information (Details) $ / shares in Units, $ in Thousands | Dec. 31, 2021USD ($) | Dec. 23, 2021USD ($)TRANCHEVOTE$ / sharesshares | Dec. 31, 2021USD ($)TRANCHEshares | Dec. 22, 2021USD ($) | Dec. 31, 2020USD ($) |
Business Acquisition [Line Items] | |||||
Number of votes per share | VOTE | 1 | ||||
Business combination acquisition costs expensed | $ 19,010 | ||||
Weighted average amortization period | 16 years 10 months 24 days | ||||
Number of tranches | TRANCHE | 3 | ||||
Earnout shares vested | shares | 3,000,000 | ||||
Deferred tax liability recognized | $ 17,570 | $ 17,570 | $ 0 | ||
Fathom OpCo [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination agreement date | Dec. 23, 2021 | ||||
Business combination acquisition costs expensed | $ 27,397 | ||||
Deferred tax liability recognized | $ 17,573 | ||||
Fair value of total purchase consideration transferred | $ 1,364,220 | ||||
Business combination provisional information initial accounting adjustment accounting incomplete adjustment inventory | 0 | 2,626 | |||
Business combination provisional information initial accounting incomplete adjustment intangibles | 25,759 | 19,325 | |||
Business combination provisional information initial accounting incomplete adjustment financial liabilities | 6,766 | 1,379 | |||
Adjustment to stock-based compensation expense | 1,595 | 1,595 | |||
Adjustments to transaction-related costs | 7,984 | $ 7,984 | |||
Fathom OpCo [Member] | Class A Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Seller earnout contingent consideration | $ 9,000,000 | ||||
Number of tranches | TRANCHE | 3 | ||||
Earnout shares vested | shares | 3,000,000 | ||||
Earnout period | 5 years | ||||
Fathom OpCo [Member] | Class A Common Stock [Member] | First Tranche [Member] | |||||
Business Acquisition [Line Items] | |||||
Volume weighted average share price thresholds | $ / shares | $ 12.50 | ||||
Fathom OpCo [Member] | Class A Common Stock [Member] | Second Tranche [Member] | |||||
Business Acquisition [Line Items] | |||||
Volume weighted average share price thresholds | $ / shares | 15 | ||||
Fathom OpCo [Member] | Class A Common Stock [Member] | Third Tranche [Member] | |||||
Business Acquisition [Line Items] | |||||
Volume weighted average share price thresholds | $ / shares | $ 20 | ||||
Fathom OpCo [Member] | Class A Common Stock [Member] | Public investors, PIPE Investors and Founders [Member] | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, percentage of interests acquired | 10.40% | ||||
Fathom OpCo [Member] | Class A Common Stock [Member] | CORE Investors and Other Legacy Fathom Owners [Member] | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, percentage of interests acquired | 89.60% | ||||
Fathom OpCo [Member] | Commitment and Success Fees [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination acquisition costs expensed | $ 14,882 | ||||
Fathom OpCo [Member] | Non Contingent [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination acquisition costs expensed | $ 12,515 |
Business Combination with Fat_4
Business Combination with Fathom OpCo - Schedule of Fair Value of the Total Purchase Consideration Transferred (Details) - Fathom OpCo [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Business Acquisition [Line Items] | |
Total cash consideration | $ 53,332 |
Fathom earnout shares | 88,160 |
Class A common stock transferred | 375,478 |
TRA obligations to the sellers | 4,300 |
Total consideration transferred to sellers | 521,270 |
Non-controlling interest | 842,950 |
Fair value of total consideration transferred | $ 1,364,220 |
Business Combination with Fat_5
Business Combination with Fathom OpCo - Schedule of Fair Values of the Assets Acquired and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 22, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2018 |
Assets acquired: | |||||
Goodwill | $ 1,189,464 | $ 83,113 | $ 63,215 | $ 33,007 | |
Fathom OpCo [Member] | |||||
Assets acquired: | |||||
Cash and cash equivalents | 9,577 | ||||
Accounts receivable, net | 25,010 | ||||
Inventory | 12,825 | ||||
Prepaid expenses | 2,336 | ||||
Other current assets | 836 | ||||
Property and equipment, net | 44,397 | ||||
Goodwill | 1,189,464 | ||||
Intangible assets | 270,000 | $ 270,000 | |||
Other assets | 2,200 | ||||
Total assets acquired | 1,556,645 | ||||
Liabilities assumed: | |||||
Accounts payable | 9,808 | ||||
Taxes payable | 71 | ||||
Accrued expenses | 4,860 | ||||
Current portion—long-term debt | 152,000 | ||||
Deferred revenue | 651 | ||||
Other current liabilities | 4,504 | ||||
Other long-term liabilities | 20,531 | ||||
Total liabilities assumed | 192,425 | ||||
Net identifiable assets acquired | $ 1,364,220 |
Business Combination with Fat_6
Business Combination with Fathom OpCo - Summary of Intangible Assets Acquired in the Acquisition (Details) - USD ($) $ in Thousands | Jan. 01, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Trade Name [Member] | |||
Business Acquisition [Line Items] | |||
Provisional useful life | 15 years | ||
Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Provisional useful life | 19 years | ||
Developed Technology [Member] | |||
Business Acquisition [Line Items] | |||
Provisional useful life | 5 years | 5 years | |
Fathom OpCo [Member] | |||
Business Acquisition [Line Items] | |||
Provisional fair value | $ 270,000 | $ 270,000 | |
Fathom OpCo [Member] | Trade Name [Member] | |||
Business Acquisition [Line Items] | |||
Provisional fair value | $ 70,000 | ||
Provisional useful life | 15 days | ||
Fathom OpCo [Member] | Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Provisional fair value | $ 180,000 | ||
Provisional useful life | 19 days | ||
Fathom OpCo [Member] | Developed Software [Member] | |||
Business Acquisition [Line Items] | |||
Provisional fair value | $ 4,300 | ||
Provisional useful life | 5 days | ||
Fathom OpCo [Member] | Developed Technology [Member] | |||
Business Acquisition [Line Items] | |||
Provisional fair value | $ 15,700 | ||
Provisional useful life | 5 days |
Business Combination with Fat_7
Business Combination with Fathom OpCo - Summary of Pro Forma Information (Unaudited) (Details) - Fathom OpCo [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Pro forma revenue | $ 162,563 | $ 149,405 |
Pro forma net (loss) | (14,088) | (17,939) |
Pro forma net (loss) attributable to controlling interest | (5,297) | (6,745) |
Pro forma net (loss) attributable to noncontrolling interest | $ (8,791) | $ (11,194) |
Fathom OpCo Predecessor Perio_3
Fathom OpCo Predecessor Period Acquisitions - Incodema and Newchem - Additional Information (Details) - USD ($) $ in Thousands | Dec. 23, 2021 | Jul. 27, 2020 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | |||||
Business combination acquisition costs expensed | $ 19,010 | ||||
Contingent consideration paid | $ 1,984 | ||||
Incodema LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Remaining undiscounted payments under contingent consideration arrangement | $ 850 | $ 2,720 | |||
Incodema, LLC and Newchem, LLC [Member] | Incodema LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, percentage of interests acquired | 100.00% | ||||
Business combination acquisition costs expensed | $ 1,489 | ||||
Payment of transaction fee to affiliate | $ 400 |
Fathom OpCo Predecessor Perio_4
Fathom OpCo Predecessor Period Acquisitions - Incodema and Newchem - Summary of Total Purchase Consideration Transferred (Details) $ in Thousands | Jul. 27, 2020USD ($) |
Incodema LLC [Member] | |
Business Acquisition [Line Items] | |
Cash | $ 30,948 |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 920 |
Contingent consideration | 8,696 |
Fair value of total consideration transferred | 40,564 |
Newchem, LLC [Member] | |
Business Acquisition [Line Items] | |
Cash | 6,320 |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 183 |
Fair value of total consideration transferred | 6,503 |
Incodema, LLC and Newchem, LLC [Member] | |
Business Acquisition [Line Items] | |
Cash | 37,268 |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 1,103 |
Contingent consideration | 8,696 |
Fair value of total consideration transferred | $ 47,067 |
Fathom OpCo Predecessor Perio_5
Fathom OpCo Predecessor Period Acquisitions - Incodema and Newchem - Summary of Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 22, 2021 | Dec. 31, 2020 | Jul. 27, 2020 | Dec. 31, 2018 |
Recognized amounts of identifiable assets acquired and liabilities assumed | |||||
Goodwill | $ 1,189,464 | $ 83,113 | $ 63,215 | $ 33,007 | |
Incodema LLC [Member] | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed | |||||
Cash | $ 63 | ||||
Accounts receivable, net | 2,370 | ||||
Inventory | 735 | ||||
Other current assets | 3 | ||||
Prepaid expenses | 77 | ||||
Fixed assets, net | 2,277 | ||||
Intangible assets | 19,300 | ||||
Total assets acquired | 24,825 | ||||
Accounts payable | 324 | ||||
Accrued expenses | 110 | ||||
Other current liabilities | 286 | ||||
Total liabilities assumed | 720 | ||||
Total identifiable net assets | 24,105 | ||||
Goodwill | 16,459 | ||||
Newchem, LLC [Member] | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed | |||||
Cash | 69 | ||||
Accounts receivable, net | 741 | ||||
Inventory | 487 | ||||
Other current assets | 1 | ||||
Prepaid expenses | 8 | ||||
Fixed assets, net | 1,949 | ||||
Intangible assets | 2,800 | ||||
Total assets acquired | 6,055 | ||||
Accounts payable | 223 | ||||
Accrued expenses | 35 | ||||
Other current liabilities | 61 | ||||
Total liabilities assumed | 319 | ||||
Total identifiable net assets | 5,736 | ||||
Goodwill | $ 767 |
Fathom OpCo Predecessor Perio_6
Fathom OpCo Predecessor Period Acquisitions - Incodema and Newchem - Summary of Intangible Assets Acquired in Acquisition (Details) $ in Thousands | Jul. 27, 2020USD ($) |
Incodema LLC [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 19,300 |
Incodema LLC [Member] | Trade Name [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 2,700 |
Estimated Life (Years) | 15 days |
Incodema LLC [Member] | Customer Relationships [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 11,500 |
Estimated Life (Years) | 9 days |
Incodema LLC [Member] | Developed Software | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 5,100 |
Estimated Life (Years) | 5 days |
Newchem, LLC [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 2,800 |
Newchem, LLC [Member] | Trade Name [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 300 |
Estimated Life (Years) | 5 days |
Newchem, LLC [Member] | Customer Relationships [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 2,500 |
Estimated Life (Years) | 16 days |
Fathom OpCo Predecessor Perio_7
Fathom OpCo Predecessor Period Acquisitions - Incodema and Newchem - Summary of Revenue and Net (Loss) Income Since Acquisition (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Incodema LLC [Member] | |
Business Acquisition [Line Items] | |
Revenue | $ 6,900 |
Net (loss) income | (1,085) |
Newchem, LLC [Member] | |
Business Acquisition [Line Items] | |
Revenue | 2,369 |
Net (loss) income | $ 184 |
Fathom OpCo Predecessor Perio_8
Fathom OpCo Predecessor Period Acquisitions - Dahlquist - Additional Information (Details) - USD ($) $ in Thousands | Dec. 23, 2021 | Dec. 16, 2020 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Business combination acquisition costs expensed | $ 19,010 | ||
Contingent consideration paid | $ 1,984 | ||
Dahlquist Machine, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition, percentage of interests acquired | 100.00% | ||
Business combination acquisition costs expensed | $ 804 | ||
Payment of transaction fee to affiliate | $ 252 | ||
Contingent consideration paid | $ 2,600 |
Fathom OpCo Predecessor Perio_9
Fathom OpCo Predecessor Period Acquisitions - Dahlquist - Summary of Total Purchase Consideration Transferred (Details) - Dahlquist Machine, LLC [Member] $ in Thousands | Dec. 16, 2020USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 16,098 |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 368 |
Contingent consideration | 1,166 |
Fair value of total consideration transferred | $ 17,632 |
Fathom OpCo Predecessor Peri_10
Fathom OpCo Predecessor Period Acquisitions - Dahlquist - Summary of Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 22, 2021 | Dec. 31, 2020 | Dec. 16, 2020 | Dec. 31, 2018 |
Recognized amounts of identifiable assets acquired and liabilities assumed | |||||
Goodwill | $ 1,189,464 | $ 83,113 | $ 63,215 | $ 33,007 | |
Dahlquist Machine, LLC [Member] | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed | |||||
Cash | $ 357 | ||||
Accounts receivable, net | 1,215 | ||||
Inventory | 1,597 | ||||
Indemnification asset - PPP Loan | 518 | ||||
Prepaid expenses | 8 | ||||
Fixed assets, net | 3,753 | ||||
Intangible assets | 8,300 | ||||
Total assets acquired | 15,748 | ||||
Accounts payable | 68 | ||||
Paycheck Protection Program (PPP) loan | 518 | ||||
Accrued expenses | 475 | ||||
Total liabilities assumed | 1,061 | ||||
Total identifiable net assets | 14,687 | ||||
Goodwill | $ 2,945 |
Fathom OpCo Predecessor Peri_11
Fathom OpCo Predecessor Period Acquisitions - Dahlquist - Summary of Intangible Assets Acquired in Acquisition (Details) - Dahlquist Machine, LLC [Member] $ in Thousands | Dec. 16, 2020USD ($) |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 8,300 |
Trade Name [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 500 |
Estimated Life (Years) | 5 years |
Customer Relationships [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 7,800 |
Estimated Life (Years) | 14 years |
Fathom OpCo Predecessor Peri_12
Fathom OpCo Predecessor Period Acquisitions - Dahlquist - Summary of Revenue and Net (Loss) Income Since Acquisition (Details) - Dahlquist Machine, LLC [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Business Acquisition [Line Items] | |
Revenue | $ 310 |
Net (loss) | $ (940) |
Fathom OpCo Predecessor Peri_13
Fathom OpCo Predecessor Period Acquisitions - Majestic - Additional Information (Details) - Majestic Metals, LLC [Member] $ in Thousands | Dec. 17, 2020USD ($) |
Business Acquisition [Line Items] | |
Business acquisition, percentage of interests acquired | 100.00% |
Business acquisition, transaction fee | $ 361 |
Other Expense [Member] | |
Business Acquisition [Line Items] | |
Payment of transaction fee to affiliate | $ 1,145 |
Fathom OpCo Predecessor Peri_14
Fathom OpCo Predecessor Period Acquisitions - Majestic - Summary of Total Purchase Consideration Transferred (Details) - Majestic Metals, LLC [Member] $ in Thousands | Dec. 17, 2020USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 33,557 |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 1,471 |
Fair value of total consideration transferred | $ 35,028 |
Fathom OpCo Predecessor Peri_15
Fathom OpCo Predecessor Period Acquisitions - Majestic - Summary of Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 22, 2021 | Dec. 31, 2020 | Dec. 17, 2020 | Dec. 31, 2018 |
Recognized amounts of identifiable assets acquired and liabilities assumed | |||||
Goodwill | $ 1,189,464 | $ 83,113 | $ 63,215 | $ 33,007 | |
Majestic Metals, LLC [Member] | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed | |||||
Cash | $ (1) | ||||
Accounts receivable, net | 2,646 | ||||
Inventory | 1,184 | ||||
Other current assets | 30 | ||||
Prepaid expenses | 201 | ||||
Fixed assets, net | 4,229 | ||||
Intangible assets | 20,100 | ||||
Total assets acquired | 28,389 | ||||
Accounts payable | 244 | ||||
Accrued expenses | 231 | ||||
Other current liabilities | 644 | ||||
Total liabilities assumed | 1,119 | ||||
Total identifiable net assets | 27,270 | ||||
Goodwill | $ 7,758 |
Fathom OpCo Predecessor Peri_16
Fathom OpCo Predecessor Period Acquisitions - Majestic - Summary of Intangible Assets Acquired in Acquisition (Details) - Majestic Metals, LLC [Member] $ in Thousands | Dec. 17, 2020USD ($) |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 20,100 |
Trade Name [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 1,500 |
Estimated Life (Years) | 5 years |
Customer Relationships [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 18,600 |
Estimated Life (Years) | 16 years |
Fathom OpCo Predecessor Peri_17
Fathom OpCo Predecessor Period Acquisitions - Majestic - Summary of Revenue and Net (Loss) Income Since Acquisition (Details) - Majestic Metals, LLC [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Business Acquisition [Line Items] | |
Revenue | $ 911 |
Net (loss) | $ (1,129) |
Fathom OpCo Predecessor Peri_18
Fathom OpCo Predecessor Period Acquisitions - Summit - Additional Information (Details) - USD ($) $ in Thousands | Dec. 23, 2021 | Feb. 01, 2021 |
Business Acquisition [Line Items] | ||
Business combination acquisition costs expensed | $ 19,010 | |
Summit [Member] | ||
Business Acquisition [Line Items] | ||
Business acquisition, percentage of interests acquired | 100.00% | |
Business combination acquisition costs expensed | $ 892 | |
Payment of transaction fee to affiliate | $ 225 |
Fathom OpCo Predecessor Peri_19
Fathom OpCo Predecessor Period Acquisitions - Summit - Summary of Total Purchase Consideration Transferred (Details) - Summit [Member] $ in Thousands | Feb. 01, 2021USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 10,875 |
Fair value of total consideration transferred | $ 10,875 |
Fathom OpCo Predecessor Peri_20
Fathom OpCo Predecessor Period Acquisitions - Summit - Summary of Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 22, 2021 | Feb. 01, 2021 | Dec. 31, 2020 | Dec. 31, 2018 |
Recognized amounts of identifiable assets acquired and liabilities assumed | |||||
Goodwill | $ 1,189,464 | $ 83,113 | $ 63,215 | $ 33,007 | |
Summit [Member] | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed | |||||
Cash | $ 40 | ||||
Accounts receivable, net | 627 | ||||
Inventory | 339 | ||||
Fixed assets, net | 4,371 | ||||
Intangible assets | 5,000 | ||||
Total assets acquired | 10,377 | ||||
Accounts payable | 40 | ||||
Deferred revenue | 776 | ||||
Other current liabilities | 1,418 | ||||
Total liabilities assumed | 2,234 | ||||
Total identifiable net assets | 8,143 | ||||
Goodwill | $ 2,732 |
Fathom OpCo Predecessor Peri_21
Fathom OpCo Predecessor Period Acquisitions - Summit - Summary of Intangible Assets Acquired in Acquisition (Details) - Summit [Member] $ in Thousands | Feb. 01, 2021USD ($) |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 5,000 |
Trade Name [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 400 |
Estimated Life (Years) | 5 years |
Customer Relationships [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 4,600 |
Estimated Life (Years) | 11 years |
Fathom OpCo Predecessor Peri_22
Fathom OpCo Predecessor Period Acquisitions - Summit - Summary of Revenue and Net (Loss) Income Since Acquisition (Details) - Summit [Member] $ in Thousands | 12 Months Ended |
Dec. 22, 2021USD ($) | |
Business Acquisition [Line Items] | |
Revenue | $ 6,748 |
Net (loss) | $ (370) |
Fathom OpCo Predecessor Peri_23
Fathom OpCo Predecessor Period Acquisitions - PPC - Additional Information (Details) - USD ($) $ in Thousands | Dec. 23, 2021 | Apr. 30, 2021 |
Business Acquisition [Line Items] | ||
Business combination acquisition costs expensed | $ 19,010 | |
P P C [Member] | ||
Business Acquisition [Line Items] | ||
Business acquisition, percentage of interests acquired | 100.00% | |
Business combination acquisition costs expensed | $ 984 | |
Payment of transaction fee to affiliate | $ 264 |
Fathom OpCo Predecessor Peri_24
Fathom OpCo Predecessor Period Acquisitions - PPC - Summary of Total Purchase Consideration Transferred (Details) - P P C [Member] $ in Thousands | Apr. 30, 2021USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 25,721 |
Fair value of total consideration transferred | $ 25,721 |
Fathom OpCo Predecessor Peri_25
Fathom OpCo Predecessor Period Acquisitions - PPC - Summary of Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 22, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2018 |
Recognized amounts of identifiable assets acquired and liabilities assumed | |||||
Goodwill | $ 1,189,464 | $ 83,113 | $ 63,215 | $ 33,007 | |
P P C [Member] | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed | |||||
Cash | $ 162 | ||||
Accounts receivable, net | 899 | ||||
Inventory | 480 | ||||
Fixed assets, net | 2,413 | ||||
Intangible assets | 14,200 | ||||
Total assets acquired | 18,154 | ||||
Accounts payable | 148 | ||||
Accrued expenses | 79 | ||||
Total liabilities assumed | 227 | ||||
Total identifiable net assets | 17,927 | ||||
Goodwill | $ 7,794 |
Fathom OpCo Predecessor Peri_26
Fathom OpCo Predecessor Period Acquisitions - PPC - Summary of Intangible Assets Acquired in Acquisition (Details) - P P C [Member] $ in Thousands | Apr. 30, 2021USD ($) |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 14,200 |
Trade Name [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 1,100 |
Estimated Life (Years) | 5 years |
Customer Relationships [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 13,100 |
Estimated Life (Years) | 17 years |
Fathom OpCo Predecessor Peri_27
Fathom OpCo Predecessor Period Acquisitions - PPC - Summary of Revenue and Net (Loss) Income Since Acquisition (Details) - P P C [Member] $ in Thousands | 12 Months Ended |
Dec. 22, 2021USD ($) | |
Business Acquisition [Line Items] | |
Revenue | $ 6,993 |
Net (loss) | $ (34) |
Fathom OpCo Predecessor Peri_28
Fathom OpCo Predecessor Period Acquisitions - Centex and Laser - Additional Information (Details) - USD ($) $ in Thousands | Dec. 23, 2021 | Apr. 30, 2021 |
Business Acquisition [Line Items] | ||
Business combination acquisition costs expensed | $ 19,010 | |
Laser [Member] | ||
Business Acquisition [Line Items] | ||
Business acquisition, percentage of interests acquired | 100.00% | |
Incodema Holdings Llc [Member] | Centex and Laser [Member] | ||
Business Acquisition [Line Items] | ||
Business combination acquisition costs expensed | $ 1,226 | |
Payment of transaction fee to affiliate | $ 190 |
Fathom OpCo Predecessor Peri_29
Fathom OpCo Predecessor Period Acquisitions - Centex and Laser - Summary of Total Purchase Consideration Transferred (Details) $ in Thousands | Apr. 30, 2021USD ($) |
Centex [Member] | |
Business Acquisition [Line Items] | |
Cash | $ 11,774 |
Fair value of total consideration transferred | 11,774 |
Laser [Member] | |
Business Acquisition [Line Items] | |
Cash | 6,946 |
Fair value of total consideration transferred | 6,946 |
Centex and Laser [Member] | |
Business Acquisition [Line Items] | |
Cash | 18,720 |
Fair value of total consideration transferred | $ 18,720 |
Fathom OpCo Predecessor Peri_30
Fathom OpCo Predecessor Period Acquisitions - Centex and Laser - Summary of Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 22, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2018 |
Recognized amounts of identifiable assets acquired and liabilities assumed | |||||
Goodwill | $ 1,189,464 | $ 83,113 | $ 63,215 | $ 33,007 | |
Centex [Member] | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed | |||||
Accounts receivable, net | $ 1,775 | ||||
Inventory | 524 | ||||
Prepaid expenses | 108 | ||||
Fixed assets, net | 1,787 | ||||
Intangible assets | 6,243 | ||||
Other assets | 1 | ||||
Total assets acquired | 10,438 | ||||
Accounts payable | 252 | ||||
Paycheck Protection Program (PPP) loan | 649 | ||||
Accrued expenses | 271 | ||||
Other current liabilities | 23 | ||||
Other noncurrent liabilities | 1,234 | ||||
Total liabilities assumed | 2,429 | ||||
Total identifiable net assets | 8,009 | ||||
Goodwill | 3,765 | ||||
Laser [Member] | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed | |||||
Cash | 68 | ||||
Accounts receivable, net | 900 | ||||
Inventory | 622 | ||||
Prepaid expenses | 1 | ||||
Fixed assets, net | 760 | ||||
Intangible assets | 3,557 | ||||
Other assets | 2 | ||||
Total assets acquired | 5,910 | ||||
Accounts payable | 568 | ||||
Accrued expenses | 27 | ||||
Other current liabilities | 44 | ||||
Other noncurrent liabilities | 703 | ||||
Total liabilities assumed | 1,342 | ||||
Total identifiable net assets | 4,568 | ||||
Goodwill | $ 2,378 |
Fathom OpCo Predecessor Peri_31
Fathom OpCo Predecessor Period Acquisitions - Centex and Laser - Summary of Intangible Assets Acquired in Acquisition (Details) $ in Thousands | Apr. 30, 2021USD ($) |
Centex [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 6,243 |
Centex [Member] | Trade Name [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 510 |
Estimated Life (Years) | 5 years |
Centex [Member] | Customer Relationships [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 5,733 |
Estimated Life (Years) | 17 years |
Laser [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 3,557 |
Laser [Member] | Trade Name [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 290 |
Estimated Life (Years) | 5 years |
Laser [Member] | Customer Relationships [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 3,267 |
Estimated Life (Years) | 17 years |
Fathom OpCo Predecessor Peri_32
Fathom OpCo Predecessor Period Acquisitions - Centex and Laser - Summary of Revenue and Net (Loss) Income Since Acquisition (Details) - Centex and Laser [Member] $ in Thousands | 12 Months Ended |
Dec. 22, 2021USD ($) | |
Business Acquisition [Line Items] | |
Revenue | $ 9,642 |
Net (loss) | $ (98) |
Fathom OpCo Predecessor Peri_33
Fathom OpCo Predecessor Period Acquisitions - Micropulse West - Additional Information (Details) - USD ($) $ in Thousands | Dec. 23, 2021 | Apr. 30, 2021 |
Business Acquisition [Line Items] | ||
Business combination acquisition costs expensed | $ 19,010 | |
Micropulse West [Member] | ||
Business Acquisition [Line Items] | ||
Business acquisition, percentage of interests acquired | 100.00% | |
Payment of transaction fee to affiliate | $ 130 | |
Micropulse West [Member] | Other Expense [Member] | ||
Business Acquisition [Line Items] | ||
Business combination acquisition costs expensed | $ 869 |
Fathom OpCo Predecessor Peri_34
Fathom OpCo Predecessor Period Acquisitions - Micropulse West - Summary of Total Purchase Consideration Transferred (Details) - Micropulse West [Member] $ in Thousands | Apr. 30, 2021USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 12,452 |
Contingent consideration | 1,295 |
Fair value of total consideration transferred | $ 13,747 |
Fathom OpCo Predecessor Peri_35
Fathom OpCo Predecessor Period Acquisitions - Micropulse West - Summary of Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 22, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2018 |
Recognized amounts of identifiable assets acquired and liabilities assumed | |||||
Goodwill | $ 1,189,464 | $ 83,113 | $ 63,215 | $ 33,007 | |
Micropulse West [Member] | |||||
Recognized amounts of identifiable assets acquired and liabilities assumed | |||||
Cash | $ 70 | ||||
Accounts receivable, net | 866 | ||||
Inventory | 333 | ||||
Other current assets | 10 | ||||
Fixed assets, net | 2,490 | ||||
Intangible assets | 7,000 | ||||
Total assets acquired | 10,769 | ||||
Accounts payable | 139 | ||||
Accrued expenses | 13 | ||||
Other current liabilities | 99 | ||||
Total liabilities assumed | 251 | ||||
Total identifiable net assets | 10,518 | ||||
Goodwill | $ 3,229 |
Fathom OpCo Predecessor Peri_36
Fathom OpCo Predecessor Period Acquisitions - Micropulse West - Summary of Intangible Assets Acquired in Acquisition (Details) - Micropulse West [Member] $ in Thousands | Apr. 30, 2021USD ($) |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 7,000 |
Trade Name [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 600 |
Estimated Life (Years) | 5 years |
Customer Relationships [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition Date Fair Value | $ 6,400 |
Estimated Life (Years) | 17 years |
Fathom OpCo Predecessor Peri_37
Fathom OpCo Predecessor Period Acquisitions - Micropulse West - Summary of Revenue and Net (Loss) Income Since Acquisition (Details) - Micropulse West [Member] $ in Thousands | 12 Months Ended |
Dec. 22, 2021USD ($) | |
Business Acquisition [Line Items] | |
Revenue | $ 4,614 |
Net (loss) | $ (115) |
Fathom OpCo Predecessor Peri_38
Fathom OpCo Predecessor Period Acquisitions - Other Acquisitions - Additional Information (Details) $ in Thousands | Aug. 18, 2020USD ($) |
GPI Prototype & Manufacturing Services, LLC [Member] | |
Business Acquisition [Line Items] | |
Fair value of total consideration transferred | $ 2,441 |
Mark Two Engineering, LLC [Member] | |
Business Acquisition [Line Items] | |
Fair value of total consideration transferred | $ 6,639 |
Business acquisition, percentage of interests acquired | 100.00% |
Revenue - Schedule of Revenue b
Revenue - Schedule of Revenue by Product Line (Details) - USD ($) $ in Thousands | Dec. 23, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Disaggregation Of Revenue [Line Items] | |||
Total revenue | $ 4,840 | $ 147,356 | $ 61,289 |
Additive Manufacturing | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue | 567 | 17,270 | 19,032 |
Injection Molding | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue | 919 | 27,968 | 17,093 |
CNC Machining | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue | 1,372 | 41,775 | 9,173 |
Precision Sheet Metal | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue | 1,700 | 51,751 | 9,811 |
Ancillary Product Lines | |||
Disaggregation Of Revenue [Line Items] | |||
Total revenue | $ 282 | $ 8,592 | $ 6,180 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Thousands | Dec. 23, 2021 | Dec. 31, 2020 |
Other Current Liabilities | ||
Disaggregation Of Revenue [Line Items] | ||
Deferred revenue | $ 1,147 | $ 1,210 |
Inventory - Summary of Inventor
Inventory - Summary of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory, Net [Abstract] | ||
Finished goods | $ 3,506 | $ 1,819 |
Raw materials | 4,967 | 2,277 |
Work in process | 5,368 | 2,359 |
Tooling | 605 | 338 |
Inventory, gross | 14,446 | 6,793 |
Allowance for obsolescence | (1,281) | (468) |
Total | $ 13,165 | $ 6,325 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 44,659 | $ 29,440 |
Accumulated depreciation and amortization | (132) | (3,054) |
Total | 44,527 | 26,386 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 33,182 | 25,214 |
Estimated Useful Life | 5 years | |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 180 | 812 |
Estimated Useful Life | 2 years | |
Computer Hardware | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 499 | 0 |
Estimated Useful Life | 2 years | |
Computer Software | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 305 | 0 |
Estimated Useful Life | 2 years | |
Property and Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 7,180 | 2,838 |
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 | $ 2,859 | 576 |
Auto / Transportation Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 454 | $ 0 |
Estimated Useful Life | 3 years |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 22, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | ||||||
Depreciation and amortization expense | [1] | $ 416 | $ 10,357 | $ 4,672 | ||
Operating Expense [Member] | ||||||
Property Plant And Equipment [Line Items] | ||||||
Depreciation and amortization expense | $ 60 | $ 700 | 445 | |||
Cost of Revenue [Member] | ||||||
Property Plant And Equipment [Line Items] | ||||||
Depreciation and amortization expense | $ 72 | $ 4,873 | $ 2,567 | |||
[1] | See accompanying notes to the consolidated financial statements. |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Changes in the Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 22, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 83,113 | ||
Goodwill acquired | 1,189,464 | $ 19,898 | $ 30,208 |
Goodwill | $ 1,189,464 | $ 83,113 | $ 63,215 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets Other Than Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 270,000 | $ 90,700 |
Finite-Lived Intangible Assets, Accumulated Amortization | 378 | 7,234 |
Finite-Lived Intangible Assets, Net | 269,622 | 83,466 |
Trade Name [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 70,000 | 12,200 |
Finite-Lived Intangible Assets, Accumulated Amortization | 98 | 919 |
Finite-Lived Intangible Assets, Net | $ 69,902 | $ 11,281 |
Useful Life (in years) | 15 years | |
Trade Name [Member] | Minimum [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 5 years | |
Trade Name [Member] | Maximum [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 15 years | |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 180,000 | $ 67,600 |
Finite-Lived Intangible Assets, Accumulated Amortization | 252 | 4,448 |
Finite-Lived Intangible Assets, Net | $ 179,748 | $ 63,152 |
Useful Life (in years) | 19 years | |
Customer Relationships [Member] | Minimum [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 5 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 17 years | |
Developed Software [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 4,300 | $ 6,400 |
Finite-Lived Intangible Assets, Accumulated Amortization | 6 | 720 |
Finite-Lived Intangible Assets, Net | $ 4,294 | $ 5,680 |
Useful Life (in years) | 5 years | 5 years |
Developed Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 15,700 | $ 4,500 |
Finite-Lived Intangible Assets, Accumulated Amortization | 22 | 1,147 |
Finite-Lived Intangible Assets, Net | $ 15,678 | $ 3,353 |
Useful Life (in years) | 5 years | 5 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 22, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 378 | $ 10,535 | $ 4,227 |
Intangible assets other than goodwill with indefinite useful lives | $ 0 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 17,280 | |
2023 | 17,280 | |
2024 | 17,280 | |
2025 | 17,280 | |
2026 | 17,280 | |
Thereafter | 183,222 | |
Total | $ 269,622 | $ 83,466 |
Warrant Liability - Additional
Warrant Liability - Additional Information (Details) - $ / shares | Feb. 09, 2021 | Dec. 31, 2021 |
Class Of Warrant Or Right [Line Items] | ||
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Public Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Class of warrants or rights outstanding (in shares) | 8,625,000 | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold consecutive trading days for redemption of public warrants | 30 days | |
Public Warrants | Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds1800 | ||
Class Of Warrant Or Right [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | $ 18 |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold consecutive trading days for redemption of public warrants | 30 days | |
Notice period | 3 days | |
Private Placement Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Class of warrants or rights outstanding (in shares) | 9,900,000 | |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Warrant Liability - Summary of
Warrant Liability - Summary of Number of Outstanding Warrants and Fair Value (Details) $ in Thousands | Dec. 31, 2021USD ($)shares |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Number of outstanding warrants | shares | 8,625,000 |
Fair value of warrants | $ | $ 7,600 |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Number of outstanding warrants | shares | 9,900,000 |
Fair value of warrants | $ | $ 26,300 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 23, 2021 | Apr. 30, 2021 | Dec. 16, 2020 | Jul. 27, 2020 | Dec. 31, 2021 | Dec. 22, 2021 | Dec. 31, 2020 | ||
Debt Instrument [Line Items] | ||||||||||
Amortization of debt issuance costs | $ 16 | $ 3,126 | [1] | $ 205 | [1] | |||||
Long term debt date of maturity | Jul. 27, 2026 | |||||||||
Interest and debt expense | 251 | $ 13,063 | 3,635 | |||||||
New Credit Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Proceeds from issuance of long term debt | $ 152,000 | |||||||||
Debt issuance costs gross | $ 1,828 | |||||||||
Long term debt date of maturity | Dec. 31, 2026 | |||||||||
Increase decrease in term loan facility and revolving credit facility | $ 100,000 | |||||||||
Revolving Credit Facility [Member] | New Credit Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit maximum borrowing capacity | 50,000 | |||||||||
Borrowings from credit agreement | $ 27,000 | $ 27,000 | ||||||||
Two Thousand And Twenty One Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument face value | $ 172,000 | |||||||||
Repayment of loan | $ 20,000 | |||||||||
Paycheck Protection Programme Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Proceeds from issuance of long term debt | $ 1,624 | 1,624 | ||||||||
Two Thousand And Eighteen Credit Facility [Member] | Second and Third Amendment Agreement To The Credit Facility [Member] | Delayed Draw Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument unused borrowing capacity | 510 | |||||||||
Two Thousand And Eighteen Credit Facility [Member] | Revolving Credit Facility [Member] | Second and Third Amendment Agreement To The Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility capacity available for specific purposes other than trade purchases | $ 3,100 | |||||||||
Two Thousand And Twenty Credit Facility [Member] | Secured Subordinated Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument face value | $ 40,500 | $ 34,500 | ||||||||
Two Thousand And Twenty Credit Facility [Member] | Secured Subordinated Credit Facility [Member] | Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument face value | 19,500 | |||||||||
Proceeds from issuance of long term debt | 19,500 | |||||||||
Debt issuance costs gross | $ 520 | |||||||||
Debt instrument date of first required payment | Sep. 30, 2020 | |||||||||
Debt instrument periodic payment principal | $ 50 | |||||||||
Two Thousand And Twenty Credit Facility [Member] | Secured Subordinated Credit Facility [Member] | Delayed Draw Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument face value | $ 15,000 | |||||||||
Debt instrument date of first required payment | Mar. 31, 2021 | |||||||||
Debt instrument periodic payment principal | $ 100 | |||||||||
Long term debt variable interest rate percentage | 7.738% | |||||||||
Debt instrument unused borrowing capacity commitement fee percentage | 0.50% | 1.00% | ||||||||
Debt issuance costs capitalized | $ 32 | |||||||||
Debt instrument frequency of periodic payment | quarterly | |||||||||
Two Thousand And Twenty Credit Facility [Member] | Secured Subordinated Credit Facility [Member] | Delayed Draw Term Loan [Member] | For The First Six Months [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance costs gross | 692 | |||||||||
Amortization of debt issuance costs | $ 660 | |||||||||
Term Loan [Member] | New Credit Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument face value | 125,000 | |||||||||
Letter of Credit [Member] | Revolving Credit Facility [Member] | New Credit Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit maximum borrowing capacity | $ 5,000 | |||||||||
[1] | See accompanying notes to the consolidated financial statements. |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate Terms | 3-month LIBOR + 7.50% | |
Total principal long-term debt | $ 92,591 | |
Debt issuance costs | (1,867) | $ (1,812) |
Total debt | 93,339 | 150,188 |
Less: current portion of long-term debt | 2,853 | 29,697 |
Long-term debt, net of current portion | $ 90,486 | 120,491 |
Two Thousand And Eighteen Term Loan As Amended [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 7.75% | |
Principal debt | $ 29,700 | 0 |
Two Thousand And Eighteen Delay Draw Down Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 7.75% | |
Principal debt | $ 2,990 | 0 |
Two Thousand And Twenty Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Principal debt | 19,401 | 0 |
Two Thousand And Twenty Delay Draw Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Principal debt | 40,500 | $ 0 |
New Credit Agreement Revolver [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 3.60% | |
Principal debt | 0 | $ 27,000 |
New Credit Agreement Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 3.72% | |
Principal debt | 0 | $ 125,000 |
Paycheck Protection Programme and Other Loans [Member] | ||
Debt Instrument [Line Items] | ||
Principal debt | $ 2,615 | $ 0 |
Debt - Schedule of Long-term _2
Debt - Schedule of Long-term Debt Instruments (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Two Thousand And Twenty Term Loan [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 7.50% |
Two Thousand And Twenty Delay Draw Term Loan [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Basis Spread on Variable Rate | 7.50% |
Debt - Schedule of Balances of
Debt - Schedule of Balances of Term Loan (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 3,096 |
2023 | 5,982 |
2024 | 8,453 |
2025 | 7,836 |
2026 | 99,633 |
Thereafter | 0 |
Total | $ 125,000 |
Other Income and Expense, Net -
Other Income and Expense, Net - Schedule of Other Income and Expense, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 22, 2021 | Dec. 31, 2020 | ||
Other Income and Expenses [Abstract] | |||||
Acquisition expenses | $ 0 | $ 4,045 | $ 1,254 | ||
Transaction expense | 0 | 12,515 | 0 | ||
Loss on debt extinguishment | 0 | 2,031 | [1] | 0 | [1] |
Loan prepayment fees | 0 | 1,463 | |||
Change in fair value of contingent consideration | 0 | 0 | 1,055 | ||
Change in fair value of TRA | 300 | 0 | [1] | 0 | [1] |
Loss on sale of assets | 0 | 307 | |||
Other | 8 | 646 | 1,515 | ||
Other expense | 308 | 21,007 | 3,824 | ||
Gain on sale of assets | 0 | 0 | (214) | ||
Gain on PPP forgiveness | 0 | (1,624) | 0 | ||
Change in fair value of Sponsor Earnout Shares | (3,400) | 0 | |||
Change in fair value of contingent consideration | (23,860) | (3,550) | 0 | ||
Fair Value Adjustment of Warrants | (8,200) | 0 | [1] | 0 | [1] |
Other | 0 | 0 | (371) | ||
Other income | (35,460) | (5,174) | (585) | ||
Other (income) and expense, net | $ (35,152) | $ 15,833 | $ 3,239 | ||
[1] | See accompanying notes to the consolidated financial statements. |
Share Based Compensation - Addi
Share Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Dec. 23, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 22, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 25.00% | |||||
Percentage of proceeds attributable to common units | 10.00% | |||||
Share-based compensation expense | $ 139 | $ 0 | $ 2,649 | $ 34 | ||
Plan modification description | the performance-based awards were subject to modification accounting under ASC 718, the performance-based awards were considered an improbable-to-improbable modification and thus the grant date fair value of the performance based-awards was reset as of the modification date which was July 15, 2021. The time-based awards were also considered subject to modification accounting, however the time-based awards were considered a probable-to-probable modification whereby the original grant date fair value of the award is retained for accounting purposes. For both the modified time-based and performance based awards, the fair value of the original award and the fair value of the modified award were deemed to have the same fair value as there were no changes to the inputs in the calculation of fair value of the awards. As such, there was no incremental fair value that needed to be recognized for either the time-based or performance-based awards as a result of modification accounting for such awards. | |||||
Performance-based awards issued ever vested | 0 | |||||
Unrecognized compensation cost | $ 5,800 | $ 554 | $ 5,800 | $ 554 | ||
Cost expected to be recognized, weighted average period | 2 years 9 months 18 days | 2 years 9 months 18 days | ||||
Cash payments related to stock units/awards | $ 0 | |||||
Forfeited, awards | 0 | |||||
2021 Omnibus Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair value of shares vested | $ 0 | |||||
Cash payments related to stock units/awards | $ 0 | |||||
Share price (in dollars per share) | $ 10.53 | |||||
Discount for lack of marketability | 2.84% | |||||
Fair value per award granted | $ 8.21 | $ 8.21 | ||||
Risk-free interest rate, minimum | 0.07% | |||||
Risk-free interest rate, maximum | 0.97% | |||||
Expected volatility, minimum | 75.40% | |||||
Expected volatility, maximum | 107.80% | |||||
Expected dividend yield | 0.00% | |||||
Expected term | 2 years 4 months 24 days | |||||
Forfeited, awards | 0 | |||||
2021 Omnibus Plan [Member] | ASC 718 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair value per award granted | $ 7.69 | |||||
Time-based Awards [Member] | 2021 Omnibus Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair value per award granted | 10 | |||||
Time-based Awards [Member] | 2021 Omnibus Plan [Member] | ASC 718 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair value per award granted | $ 7.69 | |||||
First Tranche [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 25.00% | |||||
Vest increments when an investor cumulative sale threshold percentage | 60.00% | |||||
Second Tranche [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 25.00% | 75.00% | ||||
Vest increments when an investor cumulative sale threshold percentage | 80.00% | |||||
Third Tranche [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 50.00% | |||||
Vest increments when an investor cumulative sale threshold percentage | 95.00% |
Share Based Compensation - Summ
Share Based Compensation - Summary of the activity in the plan (Details) - $ / shares | Dec. 31, 2021 | Dec. 23, 2021 | Dec. 22, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Forfeited , Shares | 0 | |||
2021 Omnibus Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Nonvested ,Shares | 0 | 0 | ||
Granted , Shares | 6,472,617 | |||
Vested , Shares | 0 | |||
Forfeited , Shares | 0 | |||
Nonvested ,Shares | 6,472,617 | 0 | ||
Nonvested | $ 0 | $ 0 | ||
Granted | 8.21 | $ 8.21 | ||
Vested | 0 | |||
Forfeited | 0 | |||
Nonvested | $ 9.53 | $ 0 | ||
Twenty Twenty Activity Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Nonvested ,Shares | 9,043 | 4,000 | ||
Granted , Shares | 5,356 | |||
Vested , Shares | (313) | |||
Forfeited , Shares | 0 | |||
Nonvested ,Shares | 9,043 | |||
Nonvested | $ 420.02 | $ 515.09 | ||
Granted | 358.15 | |||
Vested | 570.20 | |||
Forfeited | 0 | |||
Nonvested | $ 420.02 | |||
Twenty Twenty One Activity Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Nonvested ,Shares | 11,568 | 11,568 | 9,043 | |
Granted , Shares | 14,346 | |||
Vested , Shares | (1,115) | |||
Forfeited , Shares | (10,706) | |||
Nonvested ,Shares | 11,568 | 9,043 | ||
Nonvested | $ 1,217.42 | $ 1,217.42 | $ 420.02 | |
Granted | 1,529.06 | |||
Vested | 1,930.42 | |||
Forfeited | 888.81 | |||
Nonvested | $ 1,217.42 | $ 420.02 |
Earnings Per Share and Earnin_3
Earnings Per Share and Earnings per Unit - Scheduled Basic Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Dec. 22, 2021 | Dec. 31, 2020 | |
Numerator | ||||
Net Income Attributable to Fathom Digital Manufacturing | [1] | $ 34,438 | $ (16,474) | $ (7,963) |
Denominator | ||||
Weighted average shares of Class A common stock outstanding-basic | [1] | 50,785,656 | ||
Basic Earnings Per Share | [1] | $ 0.68 | ||
Class A Common Units [Member] | ||||
Numerator | ||||
Net Income Attributable to Fathom Digital Manufacturing | $ 33,470 | (11,690) | (5,380) | |
Less: Net loss attributable to non-controlling interests | (968) | |||
Net (loss) attributable to common unitholders | $ 34,438 | $ (18,272) | $ (9,463) | |
Denominator | ||||
Weighted average shares of Class A common stock outstanding-basic | 50,785,656 | 5,480,611 | 3,531,681 | |
Basic Earnings Per Share | $ 0.68 | |||
[1] | See accompanying notes to the consolidated financial statements. |
Earnings Per Share and Earnin_4
Earnings Per Share and Earnings Per Unit - Scheduled Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Dec. 22, 2021 | Dec. 31, 2020 | |
Numerator | ||||
Net Income Attributable to Fathom Digital Manufacturing | [1] | $ 34,438 | $ (16,474) | $ (7,963) |
Denominator | ||||
Weighted average shares of Class A common stock outstanding-basic | [1] | 50,785,656 | ||
Effect of Dilutive Securities | ||||
Weighted average shares of Class A common stock outstanding-diluted | [1] | 135,839,973 | ||
Diluted Earnings Per Share | [1] | $ 0.25 | ||
Class A Common Units [Member] | ||||
Numerator | ||||
Net Income Attributable to Fathom Digital Manufacturing | $ 33,470 | $ (11,690) | $ (5,380) | |
Denominator | ||||
Weighted average shares of Class A common stock outstanding-basic | 50,785,656 | 5,480,611 | 3,531,681 | |
Effect of Dilutive Securities | ||||
Assumed exchange for shares of Class A common stock | 85,054,317 | |||
Weighted average shares of Class A common stock outstanding-diluted | 135,839,973 | |||
Diluted Earnings Per Share | $ 0.25 | |||
[1] | See accompanying notes to the consolidated financial statements. |
Earnings Per Share and Earnin_5
Earnings Per Share and Earnings per Unit - Summary of Earnings Per Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Dec. 22, 2021 | Dec. 31, 2020 | |
Earnings Per Unit [Line Items] | ||||
Net Income (Loss) Attributable to Parent | [1] | $ 34,438 | $ (16,474) | $ (7,963) |
Weighted average shares of Class A common stock outstanding-basic | [1] | 50,785,656 | ||
Basic and Diluted Earnings Per Unit | [1],[2] | $ (3.33) | $ (2.68) | |
Class A Common Units [Member] | ||||
Earnings Per Unit [Line Items] | ||||
Net Income (Loss) Attributable to Parent | $ 33,470 | $ (11,690) | $ (5,380) | |
Less: annual dividends on redeemable preferred units | (6,582) | (4,083) | ||
Net (loss) attributable to common unitholders | $ 34,438 | $ (18,272) | $ (9,463) | |
Weighted average shares of Class A common stock outstanding-basic | 50,785,656 | 5,480,611 | 3,531,681 | |
Basic and Diluted Earnings Per Unit | $ (3.33) | $ (2.68) | ||
Class B Common Stock [Member] | ||||
Earnings Per Unit [Line Items] | ||||
Net Income (Loss) Attributable to Parent | $ (4,784) | $ (2,583) | ||
Less: annual dividends on redeemable preferred units | (2,694) | (1,961) | ||
Net (loss) attributable to common unitholders | $ (7,478) | $ (4,544) | ||
Weighted average shares of Class A common stock outstanding-basic | 2,242,981 | 1,696,135 | ||
Basic and Diluted Earnings Per Unit | $ (3.33) | $ (2.68) | ||
[1] | See accompanying notes to the consolidated financial statements. | |||
[2] | Basic and diluted net loss per unit amounts are the same for both Class A common units and Class B common units. See Note 13. |
Shareholders' Equity, Noncont_3
Shareholders' Equity, Noncontrolling interest, and Members' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 23, 2021 | Dec. 31, 2020 | |
Class Of Stock [Line Items] | |||
Common stock, shares authorized | 500,000,000 | ||
Preferred stock, shares authorized | 10,000,000 | ||
Preferred stock, par value | $ 0.0001 | ||
Preferred stock, shares outstanding | 0 | ||
Fathom OpCo [Member] | |||
Class Of Stock [Line Items] | |||
Noncontrolling interest at fair value | $ 842,850 | ||
Noncontrolling interest Company owns | 37.60% | ||
Noncontrolling interest, ownership percentage | 62.40% | 62.40% | |
Class A Common Units [Member] | |||
Class Of Stock [Line Items] | |||
Common stock, shares authorized | 180,000,000 | 5,480,611 | |
Common stock, par value | $ 0.0001 | $ 100 | |
Common stock, shares outstanding | 5,480,611 | ||
Class B Common Units [Member] | |||
Class Of Stock [Line Items] | |||
Common units voting rights | not entitled to vote | ||
Common stock, shares authorized | 10,000,000 | 2,242,981 | |
Common stock, par value | $ 0.0001 | $ 100 | |
Common stock, shares outstanding | 2,242,981 | ||
Class A Common Stock [Member] | |||
Class Of Stock [Line Items] | |||
Common units voting rights | one-for-one basis for shares of Class A common stock | ||
Common stock, shares authorized | 300,000,000 | ||
Common stock, par value | $ 0.0001 | ||
Common stock, shares outstanding | 50,785,656 | ||
Common Stock, Voting Rights | one vote per share | ||
Class B Common Stock [Member] | |||
Class Of Stock [Line Items] | |||
Common units voting rights | one vote | ||
Common stock, shares authorized | 180,000,000 | ||
Common stock, par value | $ 0.0001 | ||
Common stock, shares outstanding | 84,294,971 | ||
Class C Common Stock [Member] | |||
Class Of Stock [Line Items] | |||
Common stock, shares authorized | 10,000,000 | ||
Common stock, par value | $ 0.0001 | ||
Common stock, shares outstanding | 0 |
Shareholders' Equity, Non-contr
Shareholders' Equity, Non-controlling interest, and Members' Equity - Schedule Of Calculation Of Comprehensive Loss Attributable To Non-controlling Interest Holders (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 22, 2021 | Dec. 31, 2020 | |
Noncontrolling Interest [Line Items] | ||||
Fathom OpCo comprehensive loss | [1] | $ (16,361) | $ (8,031) | |
Comprehensive loss attributable to Fathom OpCo non-controlling interest (Note 14) | [1] | $ (968) | ||
Fathom OpCo [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Fathom OpCo comprehensive loss | $ (1,551) | |||
Noncontrolling interest percentage | 62.40% | 62.40% | ||
Comprehensive loss attributable to Fathom OpCo non-controlling interest (Note 14) | $ (968) | |||
[1] | See accompanying notes to the consolidated financial statements. |
Shareholders' Equity, Noncont_4
Shareholders' Equity, Noncontrolling interest, and Members' Equity - Schedule Of Members Equity (Details) | Dec. 31, 2020shares |
Class A Common Units [Member] | |
Members Equity [Line Items] | |
Common units, Outstanding | 5,480,611 |
Class B Common Units [Member] | |
Members Equity [Line Items] | |
Common units, Outstanding | 2,242,981 |
Operating Leases (Additional In
Operating Leases (Additional Information) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 22, 2021 | Dec. 22, 2020 |
Lessee, Lease, Description [Line Items] | |||
Rental expense | $ 53 | $ 2,226 | $ 1,536 |
Minimum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Lease terms | 2 years | ||
Maximum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Lease terms | 7 years |
Operating Leases - Schedule of
Operating Leases - Schedule of Future Minimum Rental Payments for Operating Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases, Operating [Abstract] | |
2022 | $ 3,212 |
2023 | 3,027 |
2024 | 1,959 |
2025 | 1,253 |
2026 | 443 |
Thereafter | 328 |
Total Future Lease Payments | $ 10,222 |
Fathom OpCo Class A Contingen_3
Fathom OpCo Class A Contingently Redeemable Preferred Units - Schedule of Class A Contingently Redeemable Preferred Units Issued and Outstanding (Details) - Class A Preferred Units [Member] $ / shares in Units, $ in Thousands | Dec. 31, 2020USD ($)$ / sharesshares |
Temporary Equity [Line Items] | |
Temporary Equity, Shares Authorized | shares | 1,167,418 |
Temporary Equity, Shares Issued | shares | 1,167,418 |
Temporary Equity, Shares Outstanding | shares | 1,167,418 |
Temporary Equity, Original Issuance Price | $ / shares | $ 46.35 |
Temporary Equity, Carrying value | $ | $ 54,105 |
Temporary Equity, Accumulated Unpaid Dividends | $ | 9,253 |
Temporary Equity, Amount contingently redeemable | $ | $ 63,358 |
Fathom OpCo Class A Contingen_4
Fathom OpCo Class A Contingently Redeemable Preferred Units (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 22, 2021 | Dec. 31, 2020 | |
Temporary Equity [Line Items] | |||
Dividends | $ 0 | ||
Class A Preferred Units [Member] | |||
Temporary Equity [Line Items] | |||
Temporary equity, par value (in dollars per share) | $ 100 | ||
Temporary equity accumulated preferred return percentage | 8.00% | ||
Payments of dividends | $ 0 | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 22, 2021 | Dec. 31, 2020 |
Management Services Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Related party transaction, expenses | $ 0 | $ 1,723 | $ 722 |
Affiliate [Member] | |||
Related Party Transaction [Line Items] | |||
Related party transaction purchases from related party | $ 700 | $ 9,165 | $ 6,438 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Fair Value Measurement of Assets and Liabilities Based on Hierarchy (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | $ 115,778 | $ 11,439 |
Level 1 | Warrant Liability – Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 7,600 | 0 |
Level 3 | Tax Receivable Agreement | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 4,600 | 0 |
Level 3 | Legacy Fathom OpCo acquisitions contingent consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 3,598 | 11,439 |
Level 3 | Sponsor Earnout Shares Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 9,380 | 0 |
Level 3 | Fathom Earnout Shares Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | 64,300 | 0 |
Level 3 | Warrant liability – Private Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities | $ 26,300 | $ 0 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) - 12 months ended Dec. 31, 2021 $ / shares in Units, $ in Thousands | USD ($)$ / shares | Total | yr |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Non-controlling interest percentage | 37.60% | ||
Initial amortization deductions | $ | $ 52,400 | ||
Taxable income forecast | $ | $ 126,000 | ||
Stock price, per share | $ / shares | $ 7.92 | ||
Public Warrants [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Fair value measurements | 11.50 | 5 | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ / shares | $ 18 | ||
Threshold trading days for redemption of public warrants | 20 days | ||
Threshold consecutive trading days for redemption of public warrants | 30 days | ||
Tax Receivable Agreement [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Corporate tax rate | 26.90% | ||
Tax Receivable Agreement [Member] | Class A Common Stock [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Business combination contingent consideration liability measurement input | 84.6 | ||
Sale of stock price percentage | 25.00% | ||
Earnout Shares [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Expected term | 5 years | ||
Risk-free interest rate | 1.25% | ||
Strike Price [Member] | Private Placement Warrants [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Fair value measurements | 11.50 | ||
Expected Term [Member] | Private Placement Warrants [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Fair value measurements | yr | 5 | ||
Volatility [Member] | Private Placement Warrants [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Fair value measurements | 25 | ||
Operating Asset Volatility [Member] | Earnout Shares [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Volatility | 87.60% | ||
Equity Volatility [Member] | Earnout Shares [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Volatility | 91.70% | ||
Minimum [Member] | Tax Receivable Agreement [Member] | Class A Common Stock [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Cost of debt percentage | 2.40% | ||
Maximum [Member] | Tax Receivable Agreement [Member] | Class A Common Stock [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Cost of debt percentage | 8.50% |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Reconciliation Liabilities Measured at Fair Value on a Recurring Basis Using Significant on Observable Inputs (Detail) - Level 3 - Contingent Consideration - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value, Beginning Balance | $ 141,438 | $ 0 |
Included in earnings | (33,260) | 1,055 |
Issuances | 0 | 11,737 |
Payments | 0 | (1,353) |
Transfers into Level 3 | 0 | 0 |
Transfers out of Level 3 | 0 | 0 |
Fair value, Ending Balance | $ 108,178 | $ 11,439 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Dec. 31, 2021 | Dec. 22, 2021 | Dec. 31, 2020 |
Income Tax Contingency [Line Items] | |||
Income tax expense or benefits, uncertain tax positions | $ 0 | $ 0 | $ 0 |
Federal | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | 5,600,000 | ||
State | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | $ 5,600,000 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 22, 2021 | Dec. 31, 2020 | ||
Current Expense | |||||
State | $ 0 | $ 52 | $ 0 | ||
Federal | 0 | 0 | 0 | ||
Current Federal, State and Local, Tax Expense (Benefit), Total | 0 | 52 | 0 | ||
Deferred tax benefit | |||||
State | (1) | (297) | 0 | ||
Federal | (2) | (2,963) | 0 | ||
Deferred Federal, State and Local, Tax Expense (Benefit), Total | (3) | (3,260) | 0 | ||
Total | $ (3) | [1] | $ (3,208) | [1] | $ 0 |
[1] | See accompanying notes to the consolidated financial statements. |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Expected Statutory Federal Tax and the Total Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 22, 2021 | Dec. 31, 2020 | ||
Income Tax Disclosure [Abstract] | |||||
Federal statutory rate (21%) | $ 7,028 | $ (4,133) | $ (1,672) | ||
State income taxes, net of federal benefit | (38) | (245) | 0 | ||
Pre-closing income held in flow-through entities | 0 | 4,133 | 1,672 | ||
Change in tax status of corporate subsidiaries | 0 | (2,963) | 0 | ||
Non-controlling interest in Fathom Holdco, LLC | 222 | 0 | 0 | ||
Remeasurement of Fathom and Sponsor earnout shares | (5,724) | ||||
Remeasurement of TRA and warrant liability | (1,662) | 0 | 0 | ||
Valuation allowance | 171 | 0 | 0 | ||
Total | $ (3) | [1] | $ (3,208) | [1] | $ 0 |
[1] | See accompanying notes to the consolidated financial statements. |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of the Expected Statutory Federal Tax and the Total Income Tax Expense (Benefit) (Parenthetical) (Details) | Dec. 31, 2021 | Dec. 22, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate percentage | 21.00% | 21.00% | 21.00% |
Income Taxes - Summary of Tax E
Income Taxes - Summary of Tax Effect of Temporary Differences to Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Net operating losses | $ 1,494 | $ 0 |
Transaction costs | 861 | |
Interest expense carryforwards | 762 | |
Valuation allowance | (3,117) | 0 |
Total deferred tax assets | 0 | 0 |
Deferred tax liabilities | ||
Investment in Fathom Holdco, LLC | (17,570) | 0 |
Total deferred tax liabilities | (17,570) | 0 |
Total net deferred tax liabilities | $ (17,570) | $ 0 |
Variable Interest Entity - Summ
Variable Interest Entity - Summary of Total Assets, Liabilities, and Equity of the Company's Consolidated VEI (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 22, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Variable Interest Entity [Line Items] | |||||
Total equity | [1] | $ 22,307 | $ 36,019 | $ 22,899 | |
Variable Interest Entity, Primary Beneficiary [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Total assets | $ 1,566,106 | ||||
Total liabilities | 193,437 | ||||
Total equity | $ 1,372,669 | ||||
[1] | See accompanying notes to the consolidated financial statements. |