Consolidated Statements of Comprehensive Income (Loss) ($ in thousands) |
||||||||||||||||||
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||||
|
|
September 30,
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
September 30,
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
40,210 |
|
|
|
$ |
41,481 |
|
|
$ |
122,737 |
|
|
|
$ |
107,887 |
|
Cost of revenue |
|
|
25,144 |
|
|
|
|
26,581 |
|
|
|
80,126 |
|
|
|
|
66,080 |
|
Gross profit |
|
|
15,066 |
|
|
|
|
14,900 |
|
|
|
42,611 |
|
|
|
|
41,807 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general, and administrative |
|
|
11,960 |
|
|
|
|
10,681 |
|
|
|
38,341 |
|
|
|
|
27,111 |
|
Depreciation and amortization |
|
|
4,627 |
|
|
|
|
2,148 |
|
|
|
13,595 |
|
|
|
|
7,355 |
|
Restructuring |
|
|
996 |
|
|
|
|
- |
|
|
|
996 |
|
|
|
|
- |
|
Goodwill impairment |
|
|
1,066,564 |
|
|
|
|
- |
|
|
|
1,066,564 |
|
|
|
|
- |
|
Total operating expenses |
|
|
1,084,147 |
|
|
|
|
12,829 |
|
|
|
1,119,496 |
|
|
|
|
34,466 |
|
Operating (loss) income |
|
|
(1,069,081 |
) |
|
|
|
2,071 |
|
|
|
(1,076,885 |
) |
|
|
|
7,341 |
|
Interest expense and other (income) expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
2,406 |
|
|
|
|
4,376 |
|
|
|
5,738 |
|
|
|
|
8,800 |
|
Other expense |
|
|
81 |
|
|
|
|
442 |
|
|
|
276 |
|
|
|
|
9,007 |
|
Other income |
|
|
(25,548 |
) |
|
|
|
- |
|
|
|
(88,771 |
) |
|
|
|
(3,215 |
) |
Total interest expense and other (income) expense, net |
|
|
(23,061 |
) |
|
|
|
4,818 |
|
|
|
(82,757 |
) |
|
|
|
14,592 |
|
Net loss before income tax |
|
|
(1,046,020 |
) |
|
|
|
(2,747 |
) |
|
|
(994,128 |
) |
|
|
|
(7,251 |
) |
Income tax (benefit) expense |
|
|
87 |
|
|
|
|
729 |
|
|
|
167 |
|
|
|
|
807 |
|
Net loss |
|
|
(1,046,107 |
) |
|
|
|
(3,476 |
) |
|
|
(994,295 |
) |
|
|
|
(8,058 |
) |
Weighted average Class A common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
62,816,174 |
|
|
|
|
|
|
|
55,348,018 |
|
|
|
|
|
||
Diluted |
|
|
62,816,174 |
|
|
|
|
|
|
|
55,348,018 |
|
|
|
|
|
Q3 2022 Revenue by Product Line |
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|
Reported Three Months Ended |
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($ in thousands) |
9/30/2022 |
% Revenue |
9/30/2021 |
% Revenue |
% Change |
Revenue By Product Line |
|
|
|
|
|
Additive manufacturing |
$3,154 |
7.8% |
$4,480 |
10.8% |
-29.6% |
Injection molding |
$5,984 |
14.9% |
$7,812 |
18.8% |
-23.4% |
CNC machining |
$15,530 |
38.6% |
$14,160 |
34.1% |
9.7% |
Precision sheet metal |
$13,719 |
34.1% |
$13,284 |
32.0% |
3.3% |
Other revenue |
$1,823 |
4.5% |
$1,745 |
4.2% |
4.5% |
Total |
$40,210 |
100% |
$41,481 |
100% |
-3.1% |
First Nine Months 2022 Revenue by Product Line |
|||||
|
Reported Nine Months Ended |
||||
($ in thousands) |
9/30/2022 |
% Revenue |
9/30/2021 |
% Revenue |
% Change |
Revenue By Product Line |
|
|
|
|
|
Additive manufacturing |
$11,713 |
9.5% |
$13,322 |
12.3% |
-12.1% |
Injection molding |
$19,892 |
16.2% |
$20,941 |
19.4% |
-5.0% |
CNC machining |
$43,441 |
35.4% |
$30,063 |
27.9% |
44.5% |
Precision sheet metal |
$43,153 |
35.2% |
$38,494 |
35.7% |
12.1% |
Other revenue |
$4,538 |
3.7% |
$5,067 |
4.7% |
-10.4% |
Total |
$122,737 |
100% |
$107,887 |
100% |
13.8% |
Consolidated Balance Sheets ($ in thousands) |
||||||||
|
|
Period Ended |
|
|||||
|
|
September 30, 2022 |
|
|
December 31, 2021 |
|
||
Assets |
|
(unaudited) |
|
|
|
|
||
Current assets |
|
|
|
|
|
|
||
Cash |
|
$ |
8,004 |
|
|
$ |
20,357 |
|
Accounts receivable, net |
|
|
27,237 |
|
|
|
25,367 |
|
Inventory |
|
|
15,831 |
|
|
|
13,165 |
|
Prepaid expenses and other current assets |
|
|
3,170 |
|
|
|
1,836 |
|
Total current assets |
|
|
54,242 |
|
|
|
60,725 |
|
Property and equipment, net |
|
|
49,197 |
|
|
|
44,527 |
|
Right-of-use operating lease assets, net |
|
|
10,774 |
|
|
|
- |
|
Right-of-use financing lease assets, net |
|
|
2,308 |
|
|
|
- |
|
Intangible assets, net |
|
|
255,947 |
|
|
|
269,622 |
|
Goodwill |
|
|
121,779 |
|
|
|
1,189,464 |
|
Other non-current assets |
|
|
1,415 |
|
|
|
2,036 |
|
Total assets |
|
$ |
495,662 |
|
|
$ |
1,566,374 |
|
Liabilities and Shareholders’ Equity |
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
11,779 |
|
|
$ |
9,409 |
|
Accrued expenses |
|
|
8,162 |
|
|
|
5,957 |
|
Current operating lease liability |
|
|
2,164 |
|
|
|
- |
|
Current financing lease liability |
|
|
195 |
|
|
|
- |
|
Contingent consideration |
|
|
700 |
|
|
|
2,748 |
|
Current portion of debt |
|
|
31,955 |
|
|
|
29,697 |
|
Other current liabilities |
|
|
2,037 |
|
|
|
2,058 |
|
Total current liabilities |
|
|
56,992 |
|
|
|
49,869 |
|
Long-term debt, net |
|
|
116,187 |
|
|
|
120,491 |
|
Fathom earnout shares liability |
|
|
11,910 |
|
|
|
64,300 |
|
Sponsor earnout shares liability |
|
|
1,790 |
|
|
|
9,380 |
|
Warrant liability |
|
|
5,900 |
|
|
|
33,900 |
|
Payable to related parties pursuant to the tax receivable agreement (includes $4,400 and $4,600 at fair value, respectively) |
|
|
26,100 |
|
|
|
4,600 |
|
Noncurrent contingent consideration |
|
|
- |
|
|
|
850 |
|
Noncurrent operating lease liability |
|
|
9,041 |
|
|
|
- |
|
Noncurrent financing lease liability |
|
|
2,176 |
|
|
|
- |
|
Deferred tax liability |
|
|
- |
|
|
|
17,570 |
|
Other noncurrent liabilities |
|
|
- |
|
|
|
4,655 |
|
Total liabilities |
|
|
230,096 |
|
|
|
305,615 |
|
Commitments and Contingencies: |
|
|
|
|
|
|
||
Redeemable non-controlling interest in Fathom Holdco, LLC. |
|
|
161,407 |
|
|
|
841,982 |
|
Shareholders' Equity: |
|
|
|
|
|
|
||
Class A common stock, $0.0001 par value; 300,000,000 shares authorized; 65,529,753 issued and outstanding as of September 30, 2022 and 50,785,656 issued and outstanding as of December 31, 2021 |
|
|
6 |
|
|
|
5 |
|
Class B common stock, $0.0001 par value; 180,000,000 shares authorized; 70,153,051 shares issued and outstanding as of September 30, 2022 and 84,294,971 shares issued and outstanding as of December 31, 2021 |
|
|
7 |
|
|
|
8 |
|
Class C common stock, $.0001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2022 and December 31, 2021 |
|
|
- |
|
|
|
- |
|
Preferred Stock, $.0001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2022 and December 31, 2021 |
|
|
- |
|
|
|
- |
|
Additional paid-in-capital |
|
|
584,313 |
|
|
|
466,345 |
|
Accumulated other comprehensive loss |
|
|
|
|
|
- |
|
|
Accumulated deficit |
|
|
(480,167 |
) |
|
|
(47,581 |
) |
Shareholders’ equity attributable to Fathom Digital Manufacturing Corporation |
|
|
104,159 |
|
|
|
418,777 |
|
Total Liabilities, Shareholders’ Equity, and Redeemable Non-Controlling Interest |
$ |
495,662 |
|
$ |
1,566,374 |
|
Reconciliation of GAAP Net Income (Loss) to Adjusted Net Income (Loss) | ||||||||||||||||||
($ in thousands) |
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||||
|
|
September 30, 2022 |
|
|
|
September 30, 2021 |
|
|
September 30, 2022 |
|
|
|
September 30, 2021 |
|
||||
Net loss |
|
$ |
(1,046,107) |
|
|
|
$ |
(3,476) |
|
|
$ |
(994,295) |
|
|
|
$ |
(8,058) |
|
Acquisition expenses (1) |
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
|
4,045 |
|
Stock compensation |
|
|
1,762 |
|
|
|
|
- |
|
|
|
5,687 |
|
|
|
|
- |
|
Inventory step-up amortization |
|
|
- |
|
|
|
|
(277) |
|
|
|
3,241 |
|
|
|
|
- |
|
Goodwill impairment |
|
|
1,066,564 |
|
|
|
|
|
|
|
1,066,564 |
|
|
|
|
|
||
Restructuring |
|
|
996 |
|
|
|
- |
|
|
|
996 |
|
|
|
- |
|
||
Change in fair value of warrant liability (2) |
|
|
(7,400) |
|
|
|
|
- |
|
|
|
(28,000) |
|
|
|
|
- |
|
Change in fair value of earnout shares liability (2) |
|
|
(18,080) |
|
|
|
|
- |
|
|
|
(59,980) |
|
|
|
|
- |
|
Change in fair value of tax receivable agreement 2) |
|
|
- |
|
|
|
|
- |
|
|
|
(200) |
|
|
|
|
- |
|
Integration, non-recurring, non-operating, cash, and non-cash costs (3) |
|
|
492 |
|
|
|
|
2,679 |
|
|
|
3,443 |
|
|
|
|
5,309 |
|
Adjusted net income (loss) |
|
$ |
(1,773) |
|
|
|
$ |
(1,074) |
|
|
$ |
(2,544) |
|
|
|
$ |
1,296 |
|