Quarterly report pursuant to Section 13 or 15(d)

Fair Value Measurement

v3.22.2.2
Fair Value Measurement
9 Months Ended
Sep. 30, 2022
Fair Value Disclosures [Abstract]  
Fair Value Measurement

Note 18. Fair Value Measurement

 

The fair value of the Company’s financial assets and liabilities reflects our 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 September 30, 2022.

 

 

 

Fair Value Measurements as of September 30, 2022

 

Description

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Tax Receivable Agreement

 

$

-

 

 

$

-

 

 

$

4,400

 

 

$

4,400

 

Fathom OpCo acquisitions contingent consideration

 

 

-

 

 

 

-

 

 

 

700

 

 

 

700

 

Sponsor Earnout Shares Liability

 

 

-

 

 

 

-

 

 

 

1,790

 

 

 

1,790

 

Fathom Earnout Shares Liability

 

 

-

 

 

 

-

 

 

 

11,910

 

 

 

11,910

 

Warrant liability – Public Warrants

 

 

1,720

 

 

 

-

 

 

 

-

 

 

 

1,720

 

Warrant liability – Private Placement Warrants

 

 

-

 

 

 

-

 

 

 

4,180

 

 

 

4,180

 

 

 

$

1,720

 

 

$

-

 

 

$

22,980

 

 

$

24,700

 

 

 

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.

 

 

 

Fair Value Measurements as of December 31, 2021

 

Description

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Tax Receivable Agreement

 

$

-

 

 

$

-

 

 

$

4,600

 

 

$

4,600

 

Fathom OpCo acquisitions contingent consideration

 

 

-

 

 

 

-

 

 

 

3,598

 

 

 

3,598

 

Sponsor Earnout Shares Liability

 

 

-

 

 

 

-

 

 

 

9,380

 

 

 

9,380

 

Fathom Earnout Shares Liability

 

 

-

 

 

 

-

 

 

 

64,300

 

 

 

64,300

 

Warrant liability – Public Warrants

 

 

7,600

 

 

 

-

 

 

 

-

 

 

 

7,600

 

Warrant liability – Private Placement Warrants

 

 

-

 

 

 

-

 

 

 

26,300

 

 

 

26,300

 

 

 

$

7,600

 

 

$

-

 

 

$

108,178

 

 

$

115,778

 

 

The following table presents a reconciliation of the beginning and ending balances of recurring level 3 fair value measurements.

 

 

 

Level 3 Liabilities

 

 

 

Tax Receivable Agreement liability

 

 

Fathom OpCo acquisitions contingent consideration

 

 

Sponsor Earnout shares liability

 

 

Fathom Earnout shares liability

 

 

Warrant liability – Private Placement Warrants

 

 

Total

 

Balance at December 31, 2021

 

$

4,600

 

 

$

3,598

 

 

$

9,380

 

 

$

64,300

 

 

$

26,300

 

 

$

108,178

 

Payments

 

 

-

 

 

 

(2,750

)

 

 

-

 

 

 

-

 

 

 

-

 

 

$

(2,750

)

Net (gain) loss (1)

 

 

(200

)

 

 

(148

)

 

 

(7,590

)

 

 

(52,390

)

 

 

(22,120

)

 

$

(82,448

)

Ending balance at September 30, 2022

 

$

4,400

 

 

$

700

 

 

$

1,790

 

 

$

11,910

 

 

$

4,180

 

 

$

22,980

 

(1) Net gains on changes in recurring level 3 fair value measurements are recognized in Other income and net losses on change in recurring level 3 fair value measurements are recognized in other expense in our unaudited consolidated statement of comprehensive loss.

 

Valuation Methodologies for Fair Value Measurements Categorized within Levels 2 and 3

 

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 of February 16, existing non-controlling interest percentage of 51.9%, initial amortization deductions of $56,400, $368,000 of taxable income forecast by 2030, a sell-down schedule which reflects the expected sale of our Class A common units in Fathom OpCo ("New Fathom Units") by legacy Fathom OpCo shareholders, a Class A common stock price as of September 30, 2022 (Successor) of $2.03, volatility of 88.0%, correlation between taxable income and the Class A common stock price of 26.9%, a cost of equity of 16.4%, and a cost of debt range from 7.5% to 10.1%.

 

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 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 4.13%, operating asset volatility of 87.4%, and equity volatility of 100.2%. 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.

 

Private Placement Warrants

 

The Warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of Warrant liabilities in the statement of operations.

 

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 the Private Placement warrants are not redeemable.

 

In instances whereby inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability.