ROC
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
| (I.R.S. Employer |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 12, 2022, there were
Table of Contents
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Page |
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3 |
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PART I. |
4 |
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Item 1. |
4 |
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4 |
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5 |
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Consolidated Statement of Shareholders' Equity and Redeemable Non-Controlling Interest |
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Consolidated Statement of Class A Contingently Redeemable Preferred Units and Members' Equity |
7 |
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8 |
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9 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
28 |
Item 3. |
37 |
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Item 4. |
37 |
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PART II. |
38 |
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Item 1. |
38 |
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Item 1A. |
38 |
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Item 2. |
38 |
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Item 3. |
38 |
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Item 4. |
39 |
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Item 5. |
39 |
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Item 6. |
40 |
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41 |
EXPLANATORY NOTE
This Quarterly Report on Form 10-Q includes information pertaining to periods prior to the closing of the Business Combination (as defined in "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Quarterly Report). Refer to Note 1 “Nature of Business” and Note 2 "Basis of Presentation" of the notes to our consolidated financial statements contained in this Quarterly Report for further information regarding the basis of presentation.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements made in this Quarterly Report on Form 10-Q are “forward looking statements.” Statements regarding our expectations regarding the business are “forward looking statements.” In addition, words such as “estimates,” “projected,” “expects,” “estimated,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “would,” “future,” “propose,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. The forward-looking statements contained in this Quarterly Report on Form 10-Q and in our other periodic filings are not guarantees of future performance, conditions or results and are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under "Risk Factor Summary", “Item 1A. Risk Factors”, and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the "2021 Form 10-K"). Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We may face additional risks and uncertainties that are not presently known to us, or that we deem to be immaterial, which may also impair our business, financial condition or prospects. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
3
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
Fathom Digital Manufacturing Corporation
Consolidated Balance Sheets
(In thousands, except share and unit amounts)
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Period Ended |
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June 30, 2022 |
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December 31, 2021 |
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Assets |
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(unaudited) |
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Current assets |
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Cash |
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$ |
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$ |
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Accounts receivable, net(1) |
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Inventory |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Right-of-use operating lease assets, net |
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- |
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Right-of-use financing lease assets, net |
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- |
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Intangible assets, net |
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Goodwill |
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Other non-current assets |
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Total assets |
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$ |
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$ |
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Liabilities and Shareholders’ Equity |
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Current liabilities |
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Accounts payable(2) |
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$ |
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$ |
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Accrued expenses |
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Current operating lease liability |
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- |
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Current financing lease liability |
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- |
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Contingent consideration |
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Current portion of debt |
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Other current liabilities |
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Total current liabilities |
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Long-term debt, net |
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Fathom earnout shares liability |
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Sponsor earnout shares liability |
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Warrant liability |
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Noncurrent contingent consideration |
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- |
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Noncurrent operating lease liability |
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- |
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Noncurrent financing lease liability |
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- |
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Deferred tax liability |
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Other noncurrent liabilities |
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- |
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Payable to related parties pursuant to the tax receivable agreement (includes $ |
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Total liabilities |
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Redeemable non-controlling interest in Fathom OpCo |
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Shareholders' Equity: |
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Class A common stock, $ |
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Class B common stock, $ |
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Class C common stock, $ |
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Preferred Stock, $ |
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Treasury stock, at cost; |
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( |
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- |
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Additional paid-in-capital |
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Accumulated other comprehensive loss |
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- |
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Retained earnings (Accumulated deficit) |
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( |
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Shareholders’ equity attributable to Fathom Digital Manufacturing Corporation |
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Total Liabilities, Shareholders’ Equity, and Redeemable Non-Controlling Interest |
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$ |
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$ |
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(1)
(2)
The accompanying notes are an integral part of these unaudited consolidated financial statements.
4
Fathom Digital Manufacturing Corporation
Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(In thousands, except units, shares, per unit, and per share amounts)
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Three Months ended |
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Six Months ended |
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June 30, 2022 (Successor) |
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June 30, 2021 (Predecessor) |
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June 30, 2022 (Successor) |
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June 30, 2021 (Predecessor) |
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Revenue |
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$ |
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$ |
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$ |
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$ |
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Cost of revenue (1) (2) (3) |
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Gross profit |
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Operating expenses |
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Selling, general, and administrative (4) |
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Depreciation and amortization |
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Total operating expenses |
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Operating (loss) income |
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( |
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( |
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Interest expense and other (income) expense |
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Interest expense |
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Other expense |
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Other income |
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( |
) |
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( |
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( |
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( |
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Total interest expense and other (income) expense, net |
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( |
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( |
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Net income (loss) before income tax |
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$ |
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$ |
( | ) |
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$ |
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$ |
( | ) |
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Income tax (benefit) expense |
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( |
) |
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Net income (loss) |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
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Net loss attributable to Fathom OpCo non-controlling interest (Note 14) |
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( |
) |
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- |
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( |
) |
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- |
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Net income attributable to controlling interest |
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( |
) |
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( |
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Comprehensive income (loss): |
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Loss from foreign currency translation adjustments |
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- |
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( | ) |
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( | ) |
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Comprehensive income (loss), net of tax |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
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Earnings per Share: |
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Net income (loss) per unit attributable to Class A and Class B common unit holders (5) |
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Basic and Diluted |
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$ |
( | ) |
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$ |
( | ) |
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Weighted average Class A and Class B units outstanding |
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Basic and Diluted |
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Net income per share attributable to shares of Class A common stock |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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Weighted average Class A common shares outstanding |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
5
Fathom Digital Manufacturing Corporation
Consolidated Statement of Shareholders' Equity and Redeemable Non-Controlling Interest (Successor)
(Unaudited)
(In thousands, except share amounts)
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Class A Common Shares |
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Class B Common Shares |
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Successor: |
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Number of Shares |
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Par Value ($ |
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Number of Shares |
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Par Value ($ |
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Treasury stock |
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Additional Paid-in Capital |
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Accumulated Deficit |
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Total Equity Attributable to Fathom |
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Redeemable Non-controlling Interest |
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Balance at December 31, 2021 |
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$ |
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$ |
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$ |
- |
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$ |
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$ |
( |
) |
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$ |
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$ |
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Equity based compensation |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Adoption of |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Net income |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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Balance at March 31, 2022 |
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- |
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( |
) |
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Equity based compensation |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Net income |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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Vesting of restricted shares, net of tax witholding |
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- |
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- |
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- |
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( |
) |
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- |
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- |
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( |
) |
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- |
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Exchange of Class B common stock and Fathom Opco units |
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( |
) |
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( |
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- |
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- |
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- |
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- |
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- |
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Non-controlling interest remeasurement |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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TRA liability on capital transactions |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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- |
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( |
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- |
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Tax impact of exchange of Class B common stock and Fathom Opco units |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Balance at June 30, 2022 |
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$ |
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$ |
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$ |
( | ) |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
6
Fathom Digital Manufacturing Corporation
Consolidated Statement of Class A Contingently Redeemable Preferred Units and Members' Equity (Predecessor) (Unaudited)
(In thousands, except unit amounts)
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Class A Contingently Redeemable Preferred Equity |
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Class A Common Units |
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Class B Common Units |
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Number of Units |
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Amount |
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Number of Units |
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Amount |
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Number of Units |
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Amount |
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Accumulated |
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Accumulated |
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Total |
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Balance at December 31, 2020 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Net loss |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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( |
) |
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Foreign currency translation adjustment |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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( | ) |
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( | ) |
Balance at March 31, 2021 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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Share based compensation |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Net loss |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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- |
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( |
) |
Foreign currency translation adjustment |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Balance at June 30, 2021 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
7
Fathom Digital Manufacturing Corporation
Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
|
|
Six Months ended |
|
||||||
|
|
June 30, 2022 (Successor) |
|
|
|
June 30, 2021 (Predecessor) |
|
||
Cash Flows from Operating Activities |
|
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
|
|
|
$ |
( |
) |
|
Adjustments to reconcile net income (loss) to net cash from operating activities: |
|
|
|
|
|
|
|
||
Depreciation |
|
|
|
|
|
|
|
||
Depreciation and amortization included in cost of revenue |
|
|
|
|
|
|
|
||
Amortization of intangible assets |
|
|
|
|
|
|
|
||
Amortization of inventory step-up |
|
|
|
|
|
|
- |
|
|
(Gain) loss on disposal of property and equipment |
|
|
( |
) |
|
|
|
|
|
Foreign currency translation adjustment |
|
|
( |
) |
|
|
|
( |
) |
Gain on PPP forgiveness |
|
|
- |
|
|
|
|
( |
) |
Share-based compensation |
|
|
|
|
|
|
|
||
Non cash lease expense, net |
|
|
|
|
|
|
- |
|
|
Deferred taxes |
|
|
( |
) |
|
|
|
- |
|
Bad debt expense |
|
|
- |
|
|
|
|
|
|
Non-controlling interest share of Fathom OpCo net loss |
|
|
( |
) |
|
|
|
- |
|
Change in fair value of Fathom earnout shares liability |
|
|
( |
) |
|
|
|
- |
|
Change in fair value of Sponsor earnout shares liability |
|
|
( |
) |
|
|
|
- |
|
Change in fair value of TRA |
|
|
( |
) |
|
|
|
- |
|
Change in fair value of contingent consideration |
|
|
( |
) |
|
|
|
( |
) |
Change in fair value of Warrant liability |
|
|
( |
) |
|
|
|
- |
|
Amortization of debt financing costs |
|
|
|
|
|
|
|
||
Changes in operating assets and liabilities that (used) provided cash: |
|
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
|
( |
) |
Inventory |
|
|
( |
) |
|
|
|
( |
) |
Prepaid expenses and other assets |
|
|
|
|
|
|
( |
) |
|
Accounts payable |
|
|
( |
) |
|
|
|
|
|
Accrued liabilities and other |
|
|
|
|
|
|
|
||
Net cash provided by operating activities |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
Cash Flows from Investing Activities |
|
|
|
|
|
|
|
||
Purchase of property and equipment |
|
|
( |
) |
|
|
|
( |
) |
Cash used for acquisitions, net of cash acquired |
|
|
- |
|
|
|
|
( |
) |
Net cash used in investing activities |
|
|
( |
) |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
||
Cash Flows from Financing Activities |
|
|
|
|
|
|
|
||
Proceeds from debt |
|
|
- |
|
|
|
|
|
|
Payments on debt |
|
|
( |
) |
|
|
|
( |
) |
Payments on finance leases |
|
|
( |
) |
|
|
|
- |
|
Tax payment for shares withheld in lieu of taxes |
|
|
( |
) |
|
|
|
- |
|
Loss on extinguishment of debt |
|
|
- |
|
|
|
|
|
|
Payment of debt issuance costs |
|
|
- |
|
|
|
|
( |
) |
Cash paid for contingent consideration |
|
|
( |
) |
|
|
|
( |
) |
Net cash (used in) provided by financing activities |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net (decrease) increase in cash |
|
|
( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Cash, beginning of period |
|
|
|
|
|
|
|
||
Cash, end of period |
|
$ |
|
|
|
$ |
|
||
|
|
|
|
|
|
|
|
||
Supplemental cash flows information: |
|
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
|
|
|
$ |
|
||
Cash paid for taxes |
|
|
- |
|
|
|
|
|
|
Cash paid to related parties |
|
|
|
|
|
|
|
||
Initial recognition of contingent consideration for acquisitions |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Significant non-cash investing activities: |
|
|
|
|
|
|
|
||
Right-of-use assets acquired through lease liabilities |
|
$ |
|
|
|
$ |
- |
|
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
8
Fathom Digital Manufacturing Corporation
Notes to Unaudited Consolidated Financial Statements
(In thousands, except share amounts)
Note 1. Nature of Business
Fathom Digital Manufacturing Corporation (“Fathom”, "Successor", or the “Company”) was incorporated as a Delaware corporation on December 23, 2021 as part of the business combination as defined below. 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 digital manufacturing platform in North America, providing comprehensive product development and manufacturing services to many of the largest and most innovative companies in the world.
Fathom OpCo was formed on
Note 2. Basis of Presentation
The accompanying unaudited consolidated financial statements include the accounts of Fathom Digital Manufacturing Corporation and all majority-owned subsidiaries and entities in which a controlling interest is maintained. All significant intercompany transactions and balances have been eliminated in consolidation.
The unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim reports. Accordingly, they do not include all the information and notes required by GAAP for complete financial statements and should be read in conjunction with the audited financial statements included in our 2021 Form 10-K. Our annual reporting period is the calendar year.
In the Company’s opinion, the unaudited consolidated financial statements contain all adjustments, consisting of adjustments of a normal, recurring nature, necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full year. The preparation of financial statements in accordance with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements. Actual results may differ from those estimates, judgments and assumptions. Amounts in the prior years' unaudited 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.
Recently Adopted Accounting Standards
In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) Section A - Leases: Amendments to the FASB Accounting Standards Codification. The standard requires lessees to recognize the assets and liabilities arising from leases on the balance sheet and retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. The Company adopted this standard and related amendments in the first quarter of 2022, using the modified retrospective approach. Using the modified retrospective approach the Company determined an incremental borrowing rate at the date of adoption based on the total lease term and total minimum rental payments.
The modified retrospective approach provides a method for recording existing leases at adoption with a cumulative adjustment to retained earnings. The Company elected the package of practical expedients which permits the Company to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any expired or existing leases as of the effective date. The Company also elected the practical expedient to use hindsight when determining the lease term, and the practical expedient lease considerations to not allocate lease considerations between lease and non-lease components for real estate leases. As such, real estate lease considerations are treated as a single lease-component and accounted for accordingly. The Company excludes leases with an initial term of 12 months or less from the application of Topic 842.
Adoption of the new standard resulted in the recording of $
9
Fathom Digital Manufacturing Corporation
Notes to Unaudited Consolidated Financial Statements
(In thousands, except share amounts)
Note 3. Business Combination with Fathom OpCo
On December 23, 2021, Altimar II and Fathom OpCo closed a series of transactions (collectively, the "Business Combination") pursuant to the Business Combination Agreement dated as of July 15, 2021, as amended (the "Agreement"), that resulted in the combined Company becoming a publicly-traded company on the New York Stock Exchange ("NYSE") with the Company controlling Fathom OpCo in an "UP-C" structure. At the closing on December 23, 2021 ("Closing Date"), Altimar II domesticated into a Delaware corporation, and changed its name to Fathom Digital Manufacturing Corporation ("Fathom", the "Company", "we", or "our"). Following the closing, the former public investors in Altimar II, the investors that purchased Class A common stock in the private placement offering ("PIPE Investors") and the Founders collectively held Class A common stock representing approximately
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.
As a result of the Business Combination, the Company's financial statement presentation distinguishes Fathom OpCo as the "Predecessor" through the Closing Date. ("2021 Predecessor Period" or "Predecessor Period"). The Company is the "Successor" ("2022 Successor Period" or "Successor Period") for periods after the Closing Date. As a result of the application of the acquisition method of accounting in the Successor Period, the unaudited consolidated financial statements for the Successor Period are presented on a full step-up basis, and are therefore not comparable to the unaudited consolidated financial statements of the Predecessor Period that are not presented on the same full step-up basis.
In connection with the Business Combination, the Company incurred $
The seller earnout contingent consideration below represents the estimated fair market value of the
In conjunction with the Business Combination, the Company recognized a deferred tax liability $
10
Fathom Digital Manufacturing Corporation
Notes to Unaudited Consolidated Financial Statements
(In thousands, except share amounts)
The Business Combination was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred was $
|
Total |
|
|
Assets acquired: |
|
|
|
Cash |
$ |
|
|
Accounts receivable, net |
|
|
|
Inventory |
|
|
|
Prepaid expenses and other current assets |
|
|
|
Property and equipment, net |
|
|
|
Goodwill |
|
|
|
Intangible assets |
|
|
|
Other non-current assets |
|
|
|
Total assets acquired |
|
|
|
Liabilities assumed: |
|
|
|
Accounts payable |
|
|
|
Accrued expenses |
|
|
|
Other current liabilities |
|
|
|
Current portion of debt |
|
|
|
Other noncurrent liabilities |
|
|
|
Total liabilities assumed |
|
|
|
Net identifiable assets acquired |
$ |
|
|
The following table illustrates a summary of the total consideration transferred.
|
Total |
|
|
Consideration Transferred: |
|
|
|
Total cash consideration |
$ |
|
|
Fathom earnout shares |
|
|
|
Class A common stock transferred |
|
|
|
Tax Receivable Agreement obligations to the sellers |
|
|
|
Total consideration transferred to sellers |
|
|
|
Non-controlling interest |
|
|
|
Fair value of total consideration transferred |
$ |
|
|
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. A portion of the Goodwill is 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 |
$ |
|
|
|
|
||
Customer relationships |
|
|
|
|
|
||
Developed software |
|
|
|
|
|
||
Developed technology |
|
|
|
|
|
||
|
$ |
|
|
|
|
||
The weighted average amortization period for the amortizable intangibles assets is
Note 4 - Fathom OpCo Predecessor Period Acquisitions
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
11
Fathom Digital Manufacturing Corporation
Notes to Unaudited Consolidated Financial Statements
(In thousands, except share amounts)
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 in accordance with Accounting Standards Codification ("ASC") 805 - Business Combinations and the fair value of the total purchase consideration transferred consisted of the following:
Consideration Transferred: |
|
Total |
|
|
Cash |
|
$ |
|
|
Fair value of total consideration transferred |
|
$ |
|
|
The consideration excluded $
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:
Recognized amounts of identifiable assets acquired and liabilities assumed |
|
Total |
|
|
Cash |
|
$ |
|
|
Accounts receivable, net |
|
|
|
|
Inventory |
|
|
|
|
Property and equipment, net |
|
|
|
|
Intangible assets |
|
|
|
|
Total assets acquired |
|
|
|
|
Accounts payable |
|
|
|
|
Deferred revenue |
|
|
|
|
Other current liabilities |
|
|
|
|
Total liabilities assumed |
|
|
|
|
Total identifiable net assets |
|
|
|
|
Goodwill |
|
$ |
|
|
Below is a summary of the intangible assets acquired in the acquisition:
|
|
Acquisition Date Fair Value |
|
|
Estimated Life (Years) |
|
Trade name |
|
$ |
|
|
||
Customer relationships |
|
|
|
|
||
|
|
$ |
|
|
|
|
The amounts of revenue and net loss of Summit since the acquisition date included in the consolidated statement of comprehensive loss for the 2021 Predecessor Period are as follows:
|
|
Period From January 1 - June 30, 2021 (Predecessor) |
|
|
Revenue |
|
$ |
|
|
Net loss |
|
$ |
( | ) |
Acquisition of Precision Process Corp.:
Fathom OpCo completed an acquisition of Precision Process Corp. ("PPC") on April 30, 2021 in which it acquired
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:
12
Fathom Digital Manufacturing Corporation
Notes to Unaudited Consolidated Financial Statements
(In thousands, except share amounts)
Consideration Transferred: |
|
Total |
|
|
Cash |
|
$ |
|
|
Fair value of total consideration transferred |
|
$ |
|
|
The consideration excludes $
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:
Recognized amounts of identifiable assets acquired and liabilities assumed |
|
Total |
|
|
Cash |
|
$ |
|
|
Accounts receivable, net |
|
|
|
|
Inventory |
|
|
|
|
Fixed assets, net |
|
|
|
|
Intangible assets |
|
|
|
|
Total assets acquired |
|
|
|
|
Accounts payable |
|
|
|
|
Accrued expenses |
|
|
|
|
Total liabilities assumed |
|
|
|
|
Total identifiable net assets |
|
|
|
|
Goodwill |
|
$ |
|
|
Below is a summary of the intangible assets acquired in the acquisition:
|
|
Acquisition Date Fair Value |
|
|
Estimated Life (Years) |
|
Trade name |
|
$ |
|
|
||
Customer relationships |
|
|
|
|
||
Total intangible assets |
|
$ |
|
|
|
|
The amounts of revenue and net loss of PPC since the acquisition date included in the consolidated statement of comprehensive loss for the 2021 Predecessor Period is as follows:
|
|
Period From January 1 - June 30, 2021 (Predecessor) |
|
|
Revenue |
|
$ |
|
|
Net loss |
|
$ |
( | ) |
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
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 Transferred: |
|
Centex |
|
|
Laser |
|
|
Total |
|
|||
Cash |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Fair value of total consideration transferred |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The consideration excluded $
13
Fathom Digital Manufacturing Corporation
Notes to Unaudited Consolidated Financial Statements
(In thousands, except share amounts)
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 Fair Value |
|
|||||
|
|
Centex |
|
|
Laser |
|
||
Recognized amounts of identifiable assets acquired and liabilities assumed |
|
|
|
|
|
|
||
Cash |
|
$ |
- |
|
|
$ |
|
|
Accounts receivable, net |
|
|
|
|
|
|
||
Inventory |
|
|
|
|
|
|
||
Prepaid expenses |
|
|
|
|
|
|
||
Fixed assets, net |
|
|
|
|
|
|
||
Intangible assets |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Total assets acquired |
|
|
|
|
|
|
||
Accounts payable |
|
|
|
|
|
|
||
Paycheck Protection Program (PPP) loan |
|
|
|
|
|
- |
|
|
Accrued expenses |
|
|
|
|
|
|
||
Other current liabilities |
|
|
|
|
|
|
||
Other noncurrent liabilities |
|
|
|
|
|
|
||
Total liabilities assumed |
|
|
|
|
|
|
||
Total identifiable net assets |
|
|
|
|
|
|
||
Goodwill |
|
$ |
|
|
$ |
|
||
Below is a summary of the intangible assets acquired in the acquisition:
|
|
Acquisition Date |
|
|
Estimated Life (Years) |
|
Trade name |
|
$ |
|
|
||
Customer relationships |
|
|
|
|
||
Total intangible assets |
|
$ |
|
|
|
|
|
|
Acquisition Date |
|
|
Estimated Life (Years) |
|
Trade name |
|
$ |
|
|
||
Customer relationships |
|
|
|
|
||
Total intangible assets |
|
$ |
|
|
|
|
The combined amounts of revenue and net loss of Centex and Laser since the acquisition date included in the consolidated statement of comprehensive loss for the 2021 Predecessor Period and is as follows:
|
|
|
Period From January 1 - June 30, 2021 (Predecessor) |
|
|
Revenue |
|
|
$ |
|
|
Net loss |
|
|
$ |
( | ) |
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
14
Fathom Digital Manufacturing Corporation
Notes to Unaudited Consolidated Financial Statements
(In thousands, except share amounts)
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 Transferred: |
|
Total |
|
|
Cash |
|
$ |
|
|
Contingent consideration |
|
|
|
|
Fair value of total consideration transferred |
|
$ |
|
|
The consideration excludes $
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:
Recognized amounts of identifiable assets acquired and liabilities assumed |
|
Total |
|
|
Cash |
|
$ |
|
|
Accounts receivable, net |
|
|
|
|
Inventory |
|
|
|
|
Other current assets |
|
|
|
|
Fixed assets, net |
|
|
|
|
Intangible assets |
|
|
|
|
Total assets acquired |
|
|
|
|
Accounts payable |
|
|
|
|
Accrued expenses |
|
|
|
|
Other current liabilities |
|
|
|
|
Total liabilities assumed |
|
|
|
|
Total identifiable net assets |
|
|
|
|
Goodwill |
|
$ |
|
|
Below is a summary of the intangible assets acquired in the acquisition:
|
|
Acquisition Date Fair Value |
|
|
Estimated Life (Years) |
|
Trade name |
|
$ |
|
|
||
Customer relationships |
|
|
|
|
||
Total intangible assets |
|
$ |
|
|
|
|
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 January 1 - June 30, 2021 (Predecessor) |
|
|
Revenue |
|
|
$ |
|
|
Net loss |
|
|
$ |
( | ) |
Note 5. Revenue
The Company accounts for revenue in accordance with ASC 606. Revenue is recognized in five steps. The Company identifies the contract with the customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to the performance obligations, and recognizes revenue when (or as) each performance obligation is satisfied. Collectability is a required component of a valid contract. The Company assesses collectability based on a number of factors, including the customer’s past payment history and current creditworthiness. If collectability is not considered probable at inception, the Company will not have a valid contract.
Most of the Company’s revenue has one performance obligation and is recognized on a point-in-time basis upon shipment. The majority of the Company’s injection molding contracts have multiple performance obligations including one obligation to produce the mold and sample part and a second obligation to produce production parts. For injection molding contracts with multiple performance obligations, the Company allocates revenue
15
Fathom Digital Manufacturing Corporation
Notes to Unaudited Consolidated Financial Statements
(In thousands, except share amounts)
to each performance obligation based on its relative standalone selling price and recognizes revenue for each performance obligation on a point-in-time basis upon shipment. We generally determine stand-alone selling price based on the price charged to customers. The Company’s payments terms are consistent with industry standards and never exceed 12 months.
Revenue by product line for the three and six months ended June 30, 2022 and June 30, 2021 are as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, 2022 (Successor) |
|
|
June 30, 2021 (Predecessor) |
|
|
June 30, 2022 (Successor) |
|
|
June 30, 2021 (Predecessor) |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Additive Manufacturing |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Injection Molding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
CNC Machining |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Precision Sheet Metal |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ancillary Product Lines |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Note 6. Inventories
Inventories are estimated at the lower of cost or net realizable value (“NRV”), with NRV based on selling prices in the ordinary course of business, less costs of completion, disposal, and transportation. Costs are determined on the first-in, first-out (“FIFO”) method.
Inventories consisted of the following:
|
|
Period Ended |
|
|||||
|
|
June 30, |
|
|
December 31, |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work in process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Tooling |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Allowance for obsolescence |
|
|
( |
) |
|
|
( |
) |
Total |
|
$ |
|
|
$ |
|
||
Note 7. Property and Equipment
Property and equipment, net, consisted of the following:
|
|
Period Ended |
|
||||||
|
|
June 30, 2022 |
|
|
|
December 31, 2021 |
|
||
Machinery and equipment |
|
$ |
|
|
|
$ |
|
||
Furniture and fixtures |
|
|
|
|
|
|
|
||
Computer equipment |
|
|
|
|
|
|
|
||
Property and leasehold improvements |
|
|
|
|
|
|
|
||
Construction in progress |
|
|
|
|
|
|
|
||
Transportation equipment |
|
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
|
||
Accumulated depreciation and amortization |
|
|
( | ) |
|
|
|
( |
) |
Total |
|
$ |
|
|
|
$ |
|
||
Depreciation expense included in operating expenses for the three months ended June 30, 2022 and June 30, 2021 was $
16
Fathom Digital Manufacturing Corporation
Notes to Unaudited Consolidated Financial Statements
(In thousands, except share amounts)
Note 8. Goodwill and Intangible Assets, net
A rollforward of goodwill is as follows:
|
|
|
|
|
Balance at December 31, 2021 |
|
$ |
|
|
Measurement period adjustments |
|
|
( |
) |
Balance at June 30, 2022 |
|
$ |
|
|
Intangible assets, net consisted of the following:
|
|
June 30, 2022 |
|
|
|
December 31, 2021 |
|
||||||||||||||||||
|
|
Gross |
|
|
Accumulated Amortization |
|
|
Net |
|
|
|
Gross |
|
|
Accumulated Amortization |
|
|
Net |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trade name |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Customer relationships |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Developed software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Developed technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total intangible assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Aggregate amortization expense related to intangible assets, excluding goodwill which is not amortized, was $
The following table represents the estimated aggregate amortization expense for each of the five succeeding fiscal calendar years.
Year |
|
Aggregate Amortization |
|
|
Remaining 2022 |
|
$ |
|
|
2023 |
|
|
|
|
2024 |
|
|
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
Note 9. Warrant Liability
As of June 30, 2022, the Company had
The below table summarizes the number of outstanding warrants and the fair value as of June 30, 2022 and December 31, 2021.
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||||||||||
|
|
Fair Value |
|
|
# of Warrants |
|
|
Fair Value |
|
|
# of Warrants |
|
||||
Public Warrants |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
Private Placement Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Warrant Liability |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
Note 10. Debt
On December 23, 2021, Fathom OpCo entered into the New Credit Agreement, which included a $
The Company recorded deferred financing costs of $
17
Fathom Digital Manufacturing Corporation
Notes to Unaudited Consolidated Financial Statements
(In thousands, except share amounts)
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 of up to $
The Company’s debt as of June 30, 2022 and December 31, 2021 is as follows:
|
|
As of June 30, 2022 |
|
|
As of December 31, 2021 |
|
||||||||||
Debt Description |
|
Interest Rate |
|
|
Amount |
|
|
Interest Rate |
|
|
Amount |
|
||||
New Credit Agreement Revolver |
|
|
% |
|
$ |
|
|
|
% |
|
$ |
|
||||
New Credit Agreement Term Loan |
|
|
% |
|
|
|
|
|
% |
|
|
|
||||
Total principal long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt issuance costs |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Total debt, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: current portion of debt |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt, net of current portion |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Interest on all debt is payable in
In December 2021, Fathom OpCo entered into a financing agreement through its insurance broker to spread the payment of its annual director’s and officer’s insurance premium over a
Note 11. Other (Income) Expense
Other income and expense, net for the three and six months ended June 30, 2022 and June 30, 2021 are as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||||
|
|
June 30, 2022 |
|
|
|
June 30, 2021 |
|
|
June 30, 2022 |
|
|
|
June 30, 2021 |
|
||||
Acquisition expenses |
|
$ |
- |
|
|
|
$ |
|
|
$ |
- |
|
|
|
$ |
|
||
Change in fair value of TRA |
|
|
- |
|
|
|
$ |
- |
|
|
|
- |
|
|
|
$ |
- |
|
Loss on sale of assets |
|
|
- |
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
Loss on debt extinguishment |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
||
Loan prepayment fees |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in fair value of Fathom and Sponsor Earnout Shares |
|
|
( |
) |
|
|
|
- |
|
|
|
( |
) |
|
|
|
- |
|
Change in fair value of Warrants |
|
|
( |
) |
|
|
|
- |
|
|
|
( |
) |
|
|
|
- |
|
Change in fair value of TRA |
|
|
( |
) |
|
|
|
- |
|
|
|
( |
) |
|
|
|
- |
|
Gain on PPP forgiveness |
|
|
- |
|
|
|
|
( |
) |
|
|
- |
|
|
|
|
( |
) |
Gain on fair value of contingent consideration |
|
|
( |
) |
|
|
|
( |
) |
|
|
( |
) |
|
|
|
( |
) |
Gain on sale of assets |
|
|
( |
) |
|
|
|
- |
|
|
|
( |
) |
|
|
|
- |
|
Other |
|
|
( |
) |
|
|
|
( |
) |
|
|
( |
) |
|
|
|
( |
) |
Other income |
|
|
( |
) |
|
|
|
( |
) |
|
|
( |
) |
|
|
|
( |
) |
Other (income) expense, net |
|
$ |
( |
) |
|
|
$ |
|
|
$ |
( |
) |
|
|
$ |
|
||
Note 12. Shared Based Compensation
On December 23, 2021, the Company executed the Fathom Digital Manufacturing 2021 Omnibus Incentive Plan (the "2021 Omnibus Plan") to encourage the profitability and growth of the Company through short-term and long-term incentives that are consistent with the Company's objectives. The 2021 Omnibus Plan provides that the Company may grant options, stock appreciation rights, restricted shares, restricted stock units,
18
Fathom Digital Manufacturing Corporation
Notes to Unaudited Consolidated Financial Statements
(In thousands, except share amounts)
performance-based awards (including performance-based restricted shares and restricted stock units), other share-based awards, other cash-based awards, and any combination of the foregoing.
Share Based Compensation Expense
Share based compensation was $
Stock Options
In February 2022, the Company granted stock options to purchase up to
The following table summarizes provides the assumptions used in the Black-Scholes model valuation of stock options for the six months ended June 30 2022:
|
|
June 30, 2022 |
|
|
Expected term (years) |
|
|
||
Expected volatility |
|
|
% |
|
Expected dividend yield |
|
|
% |
|
Risk-free interest rate |
|
|
% |
|
Fair value of share |
|
$ |
|
|
At June 30, 2022, there was approximately $
The Company currently uses authorized and unissued shares to satisfy share award exercises.
Restricted Stock Units and Restricted Stock
Restricted stock unit awards are share-settled awards and restrictions lapse ratably over the vesting period, which is generally a period of to
A summary of the status of the Company's restricted stock unit and restricted stock award activity and the changes during the six months ended June 30, 2022 are as follows:
|
|
Shares |
|
|
Weighted Average Grant Date Fair Value |
|
|
Aggregate Intrinsic Value |
|
|||
Non-vested at December 31, 2021 |
|
|
|
|
$ |
|
|
$ |
- |
|
||
Granted |
|
|
|
|
|
|
|
|
- |
|
||
Vested |
|
|
( |
) |
|
|
|
|
|
- |
|
|
Forfeited |
|
|
( | ) |
|
|
|
|
|
- |
|
|
Non-vested at June 30, 2022 |
|
|
|
|
$ |
|
|
$ |
- |
|
||
At June 30, 2022, there was approximately $
Note 13. Earnings Per Share and Earnings Per Unit
2022 Successor
Basic net income per share is computed based on the weighted average number of common shares outstanding. Diluted net income per share is computed based on the weighted average number of common shares outstanding, increased by the number of any additional shares that would have been outstanding had any potentially dilutive common shares been issued and reduced by the number of shares the Company could have repurchased from the proceeds from issuance of the potentially dilutive shares.
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-average number of shares of Class A common stock outstanding the three and six months ending June 30, 2022.
19
Fathom Digital Manufacturing Corporation
Notes to Unaudited Consolidated Financial Statements
(In thousands, except share amounts)
The Company's basic earnings per share calculation is as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||
|
|
June 30, 2022 |
|
|
June 30, 2022 |
|
||
|
|
Class A |
|
|
Class A |
|
||
Basic Earnings Per Share: |
|
|
|
|
|
|
||
Numerator |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Less: Net loss attributable to non-controlling interests |
|
|
( | ) |
|
|
( | ) |
Net income attributable to Class A common stock |
|
$ |
|
|
$ |
|
||
Denominator |
|
|
|
|
|
|
||
Weighted average shares of Class A common stock outstanding-basic |
|
|
|
|
|
|
||
Basic Earnings Per Share |
|
$ |
|
|
$ |
|
||
The Company's diluted earnings per share calculation is as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||
|
|
June 30, 2022 |
|
|
June 30, 2022 |
|
||
|
|
Class A |
|
|
Class A |
|
||
Diluted Earnings Per Share: |
|
|
|
|
|
|
||
Numerator |
|
|
|
|
|
|
||
Net income attributable to holders of Class A common stock |
|
$ |
|
|
$ |
|
||
Denominator |
|
|
|
|
|
|
||
Weighted average shares of Class A common stock outstanding-basic |
|
|
|
|
|
|
||
Effect of Dilutive Securities |
|
|
|
|
|
|
||
Assumed exchange for shares of Class A common stock |
|
|
|
|
|
|
||
Weighted average shares of Class A common stock outstanding-diluted |
|
|
|
|
|
|
||
Diluted Earnings Per Share |
|
$ |
|
|
$ |
|
||
2021 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 June 30, 2021. As a result, basic and diluted earnings per units are the same as of June 30, 2021.
In the Predecessor Period, Fathom OpCo's Class A common units and Class B common units participated equally in Fathom OpCo's undistributed earnings. As such, Fathom OpCo’s undistributed earnings were allocated pro-rata to the Class A common units and Class B common units based on the weighted-average number of Class A common units and Class B common units outstanding as of June 30, 2021 such that earnings per unit for Class A common units and Class B common units are the same in each period.
|
|
Period From |
|
||||||
|
|
April 1 - June 30, |
|
|
|
April 1 - June 30, |
|
||
|
|
Class A |
|
|
|
Class B |
|
||
Basic and Diluted Loss Per Unit: |
|
|
|
|
|
|
|
||
Numerator |
|
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
|
$ |
( |
) |
Less: annual dividends on redeemable preferred units |
|
|
( |
) |
|
|
|
( |
) |
Net loss attributable to common unitholders |
|
|
( |
) |
|
|
|
( |
) |
Denominator |
|
|
|
|
|
|
|
||
Weighted-average units used to compute basic earnings per unit |
|
|
|
|
|
|
|
||
Basic and Diluted Loss Per Unit |
|
$ |
( | ) |
|
|
$ |
( | ) |
20
Fathom Digital Manufacturing Corporation
Notes to Unaudited Consolidated Financial Statements
(In thousands, except share amounts)
|
|
Period From |
|
||||||
|
|
January 1 - June 30, |
|
|
|
January 1 - June 30, |
|
||
|
|
Class A |
|
|
|
Class B |
|
||
Basic and Diluted Loss Per Unit: |
|
|
|
|
|
|
|
||
Numerator |
|
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
|
$ |
( |
) |
Less: annual dividends on redeemable preferred units |
|
|
( |
) |
|
|
|
( |
) |
Net loss attributable to common unitholders |
|
|
( |
) |
|
|
|
( |
) |
Denominator |
|
|
|
|
|
|
|
||
Weighted-average units used to compute basic earnings per unit |
|
|
|
|
|
|
|
||
Basic and Diluted Loss Per Unit |
|
$ |
( | ) |
|
|
$ |
( | ) |
Note 14. Shareholders' Equity, Noncontrolling interest, and Members' Equity
Successor
The Company’s equity consists of a total of
During the second quarter of 2022, the Company' shareholders exchanged
As of June 30, 2022, the Company had
The table below demonstrates the calculation of the comprehensive loss attributable to the non-controlling interest holders for the 2022 Successor Period.
|
|
Period From April 1, 2022 - June 30, 2022 |
|
|
Period From January 1, 2022 - June 30, 2022 |
|
||
Fathom OpCo comprehensive loss |
|
$ |
( |
) |
|
$ |
( |
) |
Non-controlling interest percentage |
|
|
% |
|
|
% |
||
Comprehensive loss attributable to non-controlling interest |
|
$ |
( |
) |
|
$ |
( |
) |
Predecessor
Fathom OpCo's equity in the 2021 Predecessor Period consists of Class A common units and Class B common units.
The following table represents a summary of the Company’s Members' Equity as of June 30, 2021 (Predecessor):
|
|
June 30, 2021 |
|
|
Class A common units |
|
|
|
|
Class B common units |
|
|
|
|
Note 15. Leases
The Company leases certain manufacturing facilities, office space, and equipment and determines if an arrangement is a lease at inception. Amounts associated with operating leases and financing leases are included in right-of-use lease assets (“ROU assets”), current lease liabilities and long-term lease liabilities in the Company's unaudited consolidated balance sheet.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.
21
Fathom Digital Manufacturing Corporation
Notes to Unaudited Consolidated Financial Statements
(In thousands, except share amounts)
If the leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The incremental borrowing rate is determined using a portfolio approach based on the rate of interest that we would pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The Company uses quoted interest rates obtained from financial institutions as an input to derive its incremental borrowing rate as the discount rate for the lease.
Leases with an initial term of
Certain leases include one or more options to renew, with renewal terms that can extend the lease term from to
|
|
Balance Sheet Location |
|
June 30, 2022 |
|
|
Assets |
|
|
|
|
|
|
Operating |
|
|
$ |
|
||
Financing |
|
|
|
|
||
Total lease assets |
|
|
|
$ |
|
|
Liabilities |
|
|
|
|
|
|
Current |
|
|
|
|
|
|
Operating |
|
|
$ |
|
||
Financing |
|
|
|
|
||
Non-Current |
|
|
|
|
|
|
Operating |
|
|
|
|
||
Financing |
|
|
|
|
||
Total lease liability |
|
|
|
$ |
|
|
The following table sets forth our lease costs included in our unaudited consolidated statement of comprehensive income (loss):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||
|
|
June 30, 2022 |
|
|
June 30, 2022 |
|
||
Operating lease cost |
|
$ |
|
|
$ |
|
||
Short-term lease cost |
|
|
|
|
|
|
||
Financing lease cost: |
|
|
|
|
|
|
||
Amortization of ROU assets |
|
|
|
|
|
|
||
Interest on lease liabilities |
|
|
|
|
|
|
||
Sublease income |
|
|
( |
) |
|
|
( |
) |
Total lease costs |
|
$ |
|
|
$ |
|
||
|
|
June 30, 2022 |
|
|
Weighted-average remaining lease term (years) |
|
|
|
|
Operating |
|
|
|
|
Financing |
|
|
|
|
Weighted-average discount rate |
|
|
|
|
Operating |
|
|
% |
|
Financing |
|
|
% |
|
22
Fathom Digital Manufacturing Corporation
Notes to Unaudited Consolidated Financial Statements
(In thousands, except share amounts)
Maturities of Leases
|
|
Operating Leases |
|
|
Financing Leases |
|
|
Total |
|
|||
Remainder of 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
2023 |
|
|
|
|
|
|
|
|
|
|||
2024 |
|
|
|
|
|
|
|
|
|
|||
2025 |
|
|
|
|
|
|
|
|
|
|||
2026 |
|
|
|
|
|
|
|
|
|
|||
Thereafter |
|
|
|
|
|
|
|
|
|
|||
Total future lease payments |
|
|
|
|
|
|
|
|
|
|||
Less: Discount |
|
|
|
|
|
|
|
|
|
|||
Present value of lease liability |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Disclosures related to period prior to adoption of the Topic 842
Operating lease rent expense was $
As of December 31, 2021, future minimum lease payment obligations were as follows:
Year |
|
Total |
|
|
2022 |
|
$ |
|
|
2023 |
|
|
|
|
2024 |
|
|
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
Thereafter |
|
|
|
|
Total future lease payments |
|
$ |
|
|
Note 16. Tax Receivable Agreement
In connection with the Business Combination, Fathom entered into a Tax Receivable Agreement ("TRA") with certain owners of Fathom OpCo prior to the Business Combination. Pursuant to the TRA, the Company will pay certain of these parties, as applicable,
Actual tax benefits realized by Fathom may differ from tax benefits calculated under the TRA as a result of the use of certain assumptions in the TRA, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. While the amount of existing tax basis, the anticipated tax basis adjustments and the actual amount and utilization of tax attributes, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, we expect that the payments that Fathom may make under the TRA will be substantial.
The Company’s TRA liability established upon completion of the Business Combination is measured at fair value on a recurring basis using significant unobservable inputs (Level 3). The TRA liability balance at June 30, 2022 assumes: (i) a constant blended U.S. federal, state and local income tax rate of
Subsequent to the Business Combination, the Company will record additional liabilities under the TRA when Class A Units of Fathom OpCo are exchanged for Class A common stock. Liabilities resulting from these exchanges will be recorded on a gross undiscounted basis and are not remeasured at fair value. During the Successor six months ended June 30, 2022, an additional TRA liability of $
The following table summarizes the changes in the TRA liabilities:
|
|
Tax Receivable Agreement Liability |
|
|
Beginning balance as of December 31, 2021 |
|
$ |
|
|
Fair value measurement |
|
|
( |
) |
Conversion of non-controlling interest |
|
|
|
|
Ending Balance as of June 30, 2022 |
|
|
|
|
Less: Current portion included in other current liabilities |
|
|
- |
|
Total long-term tax receivable agreement liability |
|
$ |
|
|
23
Fathom Digital Manufacturing Corporation
Notes to Unaudited Consolidated Financial Statements
(In thousands, except share amounts)
Note 17. 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 June 30, 2022.
|
|
Fair Value Measurements as of June 30, 2022 |
|
|||||||||||||
Description |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Tax Receivable Agreement |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
||
Fathom OpCo acquisitions contingent consideration |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Sponsor Earnout Shares Liability |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Fathom Earnout Shares Liability |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Warrant liability – Public Warrants |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Warrant liability – Private Placement Warrants |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
|||
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 |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
||
Fathom OpCo acquisitions contingent consideration |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Sponsor Earnout Shares Liability |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Fathom Earnout Shares Liability |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Warrant liability – Public Warrants |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Warrant liability – Private Placement Warrants |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
|||
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 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Payments |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
( |
) |
Net (gain) loss (1) |
|
|
( | ) |
|
|
( | ) |
|
|
( | ) |
|
|
( | ) |
|
|
( | ) |
|
$ |
( | ) |
Ending balance at June 30, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
(1)
24
Fathom Digital Manufacturing Corporation
Notes to Unaudited Consolidated Financial Statements
(In thousands, except share amounts)
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
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
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
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.
Note 18. Income Taxes
The Company calculates the provision for income taxes during interim periods by applying an estimate of the forecasted annual effective tax rate for the full fiscal year to "ordinary" income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. The benefit for income taxes was $
The Company recorded a deferred tax asset of $
The Company evaluates the realizibility of the deferred tax assets on a quarterly basis and establishes a valuation allowance when it is more likely than not that all or a portion of a deferred tax asset may not be realized. For the six months ended June 30, 2022, the Company made no material adjustments to its assertion that deferred tax assets are not more-likely than not to be realized.
As of June 30, 2022, the Company did
25
Fathom Digital Manufacturing Corporation
Notes to Unaudited Consolidated Financial Statements
(In thousands, except share amounts)
Note 19. Commitments and Contingencies
The Company is subject to various claims and lawsuits that arise in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material effect on the Company’s financial condition, comprehensive gain (loss) or cash flows.
Note 20. 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 shareholders' equity of the Company’s consolidated VIE, which is comprised solely of Fathom OpCo.
|
|
Period Ended June 30, 2022 Fathom OpCo Standalone |
|
|
Total assets |
|
$ |
|
|
Total liabilities |
|
|
|
|
Total shareholders' equity |
|
|
|
|
26
Note 21. Subsequent Events
On July 7, 2022, the Company's Board of Directors approved a reorganization plan (the "Reorganization") designed to consolidate the Company’s national footprint, streamline legacy leadership, and centralize core business functions following the completion of
• Consolidate its existing facility in Oakland, CA into Fathom headquarters in Hartland, WI, improving utilization and reducing costs;
• Establish a Fathom technology center in the Bay Area that will focus on new and emerging technologies, specifically in the additive market; and
• Consolidate leadership and other roles through a net workforce reduction of approximately
The approved plan is expected to achieve approximately $
The Company anticipates that the initiative will be substantially complete by the end of the second quarter of 2023.
27
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited interim consolidated financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report, together with our audited consolidated financial statements for our most recently completed fiscal year set forth under Item 8 of our 2021 Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in Item 1A “Risk Factors” of our 2021 Form 10-K and other filings under the Exchange Act.
Overview
Fathom Digital Manufacturing Corporation was incorporated in Delaware in December 2021 as part of the completion of the business combination of Altimar Acquisition Corp II and Fathom Opco ("the Business Combination"). However, our roots stretch back over 35 years with the founding of several of our subsidiaries. The terms “Fathom” the “Company,” “we,” “us,” and “our” as used herein refer to the business and operations of Fathom Digital Manufacturing Corporation and its consolidated subsidiaries.
We are a leading national on-demand digital manufacturing platform at the forefront of the Industry 4.0 revolution. Industry 4.0 utilizes e-commerce, automation, and data sharing in a cyber-physical system to communicate and cooperate in the manufacturing process over the Internet of Things ("IoT"). Using our expansive manufacturing footprint and extensive expertise in both additive and traditional manufacturing, we provide comprehensive product development and on-demand manufacturing services to many of the largest and most innovative companies in the world. Our unified suite of manufacturing technologies, processes, and proprietary software enables us to deliver hybridized solutions that meet the specific needs of our customers, empowering them to tackle complex manufacturing problems and accelerate product development cycles.
Our differentiated strategy focuses on speed, problem solving, adaptive technical responsiveness, and a technology agnostic approach across our 25 plus manufacturing processes to meet customers’ design intent. This allows our customers to iterate faster, often shortening their product development and production cycles from months to days.
We seamlessly blend in-house capabilities consisting of plastic and metal additive technologies, injection molding and tooling, computer numerical control (“CNC”) machining, and precision sheet metal fabrication. We operate over 530 advanced manufacturing systems across 25 unique manufacturing processes and a 450,000 sq. ft. manufacturing footprint, spanning 12 facilities located primarily within the U.S. We believe we are positioned to serve the largest geographic markets in which our customers are located and enable cost effective and rapid turnaround times for our customers. Our scale and the breadth of offerings allow our customers to consolidate their supply chain and product development needs through the ability to source through a single manufacturing supplier. Fathom’s manufacturing technologies and capacity are further extended through the utilization of a selected group of highly qualified suppliers that specialize in injection molding and tooling and CNC machining.
We have experienced significant growth since inception both organically and through our successful and proven acquisition playbook, which is enabled by our proprietary software platform that allows for a streamlined integration of acquired companies. Over the past three years, we have successfully completed 13 acquisitions to bolster our operations and offerings. Fathom started as Midwest Composite Technologies, LLC ("MCT"), a leader in prototyping and low-volume services. Founded in 1984, MCT specialized in model making, industrial design, and rapid prototyping. Today, MCT serves companies through a variety of in-house additive manufacturing technologies, including 3D printing and processing, CNC machining, injection molding, and industrial design capabilities.
In September 2019, we acquired Kemeera, LLC to expand our additive, CNC machining, injection molding, and development and engineering services, as well as bring urethane casting capabilities. In December 2019, we acquired ICOMold, LLC ("ICOMold") to expand our injection molding capabilities and significantly enhance our customer experience by bringing in-house an interactive, automated quotation system capable of providing feedback in 30 seconds with an intuitive, customer-facing project management portal, which we have continued to develop and enhance. Our acquisition of ICOMold also expanded our capabilities into China.
In July 2020, we acquired Incodema, LLC and Newchem, LLC to expand our in-house manufacturing processes to include precision sheet metal engineering solutions, including a broad array of sheet metal cutting and forming solutions such as laser cutting, micro waterjet, specialty stamping, and photochemical etching, among others, for quick and complex, tight tolerance parts. In August 2020, we acquired GPI Prototype & Manufacturing Services, LLC ("GPI") to expand our additive manufacturing capabilities. GPI was one of the first metal additive manufacturing service providers in the U.S., bringing metallurgical expertise in-house and enabling the Company to produce metal parts with complex geometries for on-demand manufacturing applications. In December 2020, we acquired Dahlquist Machine, LLC to expand our precision machining capabilities with state-of-the-art CNC mills and lathes for high-speed precision machining of light metals, aluminum, and plastics. In December 2020, we also acquired Majestic Metals, LLC, further expanding our precision sheet metal fabrication capabilities. Further, in December 2020, we acquired Mark Two Engineering, LLC expanding our precision machining services and footprint in the medical device industry.
In February 2021, we acquired Summit Tooling, Inc. and Summit Plastics LLC, further expanding our plastic injection mold manufacturing capabilities. In April 2021, we acquired Centex Machine and Welding Inc. and Laser Manufacturing, Inc. to expand our high-precision manufacturing services specializing in CNC machining and medical device manufacturing. In April 2021, we also acquired Sureshot Precision, LLC (d/b/a Micropulse West) expanding our Electrical Discharge Machine (“EDM”) services, and CNC and manual machining capabilities. Further, in April 2021, we acquired Precision Process, LLC specializing in CNC machining, engineering support, and EDM services.
28
Factors Affecting the Comparability of our Results of Operations
As a result of a number of factors, our historical results of operations are not comparable from period to period and may not be comparable to our financial results of operations in future periods. Set forth below is a brief discussion of the key factors that may impact the comparability of our results of operations in future periods.
Impact of the Business Combination
Fathom is subject to corporate level tax rates at the federal, state and local levels. Fathom OpCo was and is treated as a flow-through entity for U.S. federal income tax purposes, and as such, has generally not been subject to U.S. federal income tax at the entity level. Accordingly, other than for certain consolidated subsidiaries of the Predecessor that are structured as corporations and unless otherwise specified, the historical results of operations and other financial information of the Predecessor presented does not include any provision for U.S. federal income tax.
Fathom pays U.S. federal and state income taxes as a corporation on its share of our taxable income. The Business Combination was accounted for as a business combination using the acquisition method of accounting. Accordingly, the assets and liabilities, including any identified intangible assets, were recorded at their preliminary fair values at the date of completion of the Business Combination, with any excess of the purchase price over the preliminary fair value recorded as goodwill. The application of business combination accounting required the use of significant estimates and assumptions.
As a result of the application of accounting for the Business Combination, the historical consolidated financial statements of Fathom OpCo are not necessarily indicative of the Fathom's future results of operations, financial position and cash flows. For example, increased tangible and intangible assets resulting from adjusting the basis of tangible and intangible assets to their fair value would result in increased depreciation and amortization expense in the periods following the consummation of the Business Combination.
In connection with the Business Combination, we entered into a Tax Receivable Agreement (“TRA”) with certain of our pre-Business Combination owners that provides for the payment by Fathom to such owners of 85% of the benefits that Fathom is deemed to realize as a result of the Company’s share of existing tax basis acquired in the Business Combination and other tax benefits related to entering into the TRA.
Additionally, in connection with the Business Combination, we have accounted for the issuance of warrants and earnout shares as liabilities which require re-measurement to fair value at the end of each reporting period, as applicable, and adopted the Fathom 2021 Omnibus Incentive Plan which will result in higher share-based compensation expenses.
Impact of Becoming a Public Company
We expect to continue to incur additional costs associated with operating as a public company, including human resources, legal, consulting, regulatory, insurance, accounting, investor relations and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act and rules adopted by the SEC require public companies to implement specified corporate governance practices that are not applicable to a private company. These additional rules and regulations increased our legal, regulatory and financial compliance costs and will make some activities more time-consuming and costly.
Key Factors Affecting Our Results
Our financial position and results of operations depend to a significant extent on the following factors:
Industry Opportunity and Competitive Landscape
The market in which we operate is projected to grow from $25 billion in 2021 to $33 billion in 2025, fueled by growth in demand for additive manufacturing and continuing trends in customer outsourcing of production needs. We operate in a large, fragmented, and competitive industry, competing for customers with a range of digital manufacturers, digital manufacturing brokers, and regional design bureaus. We believe we are uniquely positioned as the only full-service outsourced solution built specifically to cater to the manufacturing needs of enterprise-level corporate customers. In particular, we believe we compare favorably to other industry participants on the basis of the following competitive factors:
|
• |
|
Fathom offers a wide breadth of advanced manufacturing processes, including additive 2.0 and emerging technologies; |
|
• |
|
We have a proven track record of serving blue-chip, enterprise-level corporate customers; |
|
• |
|
We offer our clients turnaround times in as little as 24-hours, nationwide; |
|
• |
|
Our unified digital customer experience supplemented by with embedded support teams; |
|
• |
|
Fathom provides the industry’s only team of dedicated customer-facing engineers, unlocking the broadest parts envelope and providing customers with high-value customized parts; |
|
• |
|
Our list of certifications validates our capabilities and precision (tight tolerances, handling of sensitive client data, etc.); |
|
• |
|
We possess a wealth of material expertise, technical design capabilities, and engineering resources which we leverage to deliver superior customer results regardless of manufacturing process and production material; and |
29
|
• |
|
Our successful and proven acquisition integration playbook for strategic growth opportunities. |
Customer Product Life Cycle and Connectivity
We believe that a number of trends affecting our industry have affected our results of operations and may continue to do so. For example, we believe that many of our target customers are facing three mega trends which are disrupting long-term product growth models including (i) increased pressure to shorten product life-cycles, (ii) the demand for manufactured parts on-demand, and (iii) expectation to deliver products that are personalized and customized to unique customer specifications. We believe we continue to be well positioned to benefit from these trends given our proprietary technology alignment with Industry 4.0 trends that enables us to automate and integrate processes involved in manufacturing custom parts. The COVID-19 pandemic has also impacted the manufacturing environment. For example, the pandemic accelerated the digitization of manufacturing as companies pivoted to a work-from-home and socially-distanced manufacturing plant environment. As a result, the adoption of e-commerce was accelerated, which allows opportunity for us to provide valuable solutions to manufacturers looking to build resiliency in their supply chains through fast, on-demand manufacturers. While our business may be positively affected by these trends, our results may also be favorably or unfavorably impacted by other trends that affect product developer and engineer orders for custom parts in low volumes, including, among others, economic conditions, changes in product developer and engineer preferences or needs, developments in our industry and among our competitors, and developments in our customers’ industries. For a more complete discussion of the risks facing our business, see Item 1A. “Risk Factors” of our 2021 Form 10-K.
Manufacturing Facilities and Capacity
We believe our combined facilities are adequate for our development and production needs in the near future. Should we need to add space or transition into new facilities, we believe we have the ability to expand our footprint on commercially reasonable terms.
Impacts of the COVID-19 pandemic
The full extent of the impact and effects of the COVID-19 pandemic will depend on future developments, including, among other factors, the duration, spread and resurgences of the virus, including variants thereof, along with related travel advisories and restrictions, the recovery time of the disrupted supply chains and industries, the impact of labor market interruptions, the impact of government interventions, the pace, scope and efficacy of vaccination and booster programs, and general uncertainty as to the impact of COVID-19, including variants and resurgences, on the global economy.
Further discussion of the potential impacts on our business and results of operations from the COVID-19 pandemic is provided in the section entitled “Risk Factors” in Part I, Item 1A of our 2021 Form 10-K.
Comparison of the three months ended June 30, 2022 and June 30, 2021
|
|
Three Months Ended |
|
|
Change |
|
|||||||||||
(dollars in thousands) |
|
June 30, 2022 (Successor) |
|
|
|
June 30, 2021 (Predecessor) |
|
|
$ |
|
|
% |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
41,985 |
|
|
|
$ |
35,872 |
|
|
$ |
6,113 |
|
|
|
17.0 |
% |
Cost of revenue |
|
|
26,437 |
|
|
|
|
22,376 |
|
|
|
4,061 |
|
|
|
18.1 |
% |
Gross profit |
|
|
15,548 |
|
|
|
|
13,496 |
|
|
|
2,052 |
|
|
|
15.2 |
% |
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general, and administrative |
|
|
11,617 |
|
|
|
|
8,760 |
|
|
|
2,857 |
|
|
|
32.6 |
% |
Depreciation and amortization |
|
|
4,452 |
|
|
|
|
2,535 |
|
|
|
1,917 |
|
|
|
75.6 |
% |
Total operating expenses |
|
|
16,069 |
|
|
|
|
11,295 |
|
|
|
4,774 |
|
|
|
42.3 |
% |
Operating (loss) income |
|
|
(521 |
) |
|
|
|
2,201 |
|
|
|
(2,722 |
) |
|
|
-123.7 |
% |
Interest expense and other (income) expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
1,858 |
|
|
|
|
2,310 |
|
|
|
(452 |
) |
|
|
-19.6 |
% |
Other expense |
|
|
129 |
|
|
|
|
7,110 |
|
|
|
(6,981 |
) |
|
|
-98.2 |
% |
Other income |
|
|
(36,108 |
) |
|
|
|
(3,206 |
) |
|
|
(32,902 |
) |
|
|
1026.3 |
% |
Total interest expense and other (income) expense, net |
|
|
(34,121 |
) |
|
|
|
6,214 |
|
|
|
(40,335 |
) |
|
|
-649.1 |
% |
Net income (loss) before income tax |
|
$ |
33,601 |
|
|
|
$ |
(4,013 |
) |
|
$ |
37,614 |
|
|
|
-937.3 |
% |
Income tax (benefit) expense |
|
|
(378 |
) |
|
|
|
69 |
|
|
|
(447 |
) |
|
|
-647.8 |
% |
Net income (loss) |
|
$ |
33,979 |
|
|
|
$ |
(4,082 |
) |
|
$ |
38,061 |
|
|
|
-932.4 |
% |
Net loss attributable to Fathom OpCo non-controlling interest |
|
|
(442 |
) |
|
|
|
- |
|
|
|
(442 |
) |
|
|
|
|
Net income attributable to controlling interest |
|
|
34,421 |
|
|
|
|
(4,082 |
) |
|
|
38,503 |
|
|
|
-943.2 |
% |
Comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss from foreign currency translation adjustments |
|
|
- |
|
|
|
|
2 |
|
|
|
(2 |
) |
|
|
-100.0 |
% |
Comprehensive income (loss), net of tax |
|
$ |
34,421 |
|
|
|
$ |
(4,080 |
) |
|
$ |
38,501 |
|
|
|
-943.7 |
% |
30
Revenue
Revenue for the three months ended June 30, 2022 was $41,985 compared to $35,872 in the three months ended June 30, 2021, an increase of 17.0%. The year-over-year growth was driven by an increase in the volume of customers served, primarily through acquisition-related activity, and growth within Fathom’s strategic accounts.
Gross Profit
Gross profit for the three months ended June 30, 2022 totaled $15,548 or 37.0% of revenue, compared to $13,496, or 37.6% of revenue, for the three months ended June 30, 2021.
Operating Expenses
Selling, general and administrative (SG&A) expenses were $11,617 and $8,760 for the three months ended June 30, 2022 and June 30, 2021, respectively. The $2,857, or 32.6%, increase in SG&A expenses was primarily driven by stock based compensation of $1,785 in the three months ended June 30, 2022 and by additional costs related to being a public company.
Depreciation and amortization expenses were $4,452 and $2,535 for the three months ended June 30, 2022 and June 30, 2021, respectively. The increase of $1,917 or 75.6%, was primarily driven by an increase in intangible assets related to the Business Combination resulting in amortization expenses associated with those assets.
Operating Income (Loss)
Operating loss was $521 for the three months ended June 30, 2022 and operating income was $2,201 for the three months ended June 30, 2021. The additional losses were primarily driven by additional costs related to being a public company and additional amortization of the increased intangible assets related to the Business Combination.
Interest Expense and Other Expense (Income)
Interest expense was $1,858 and $2,310 for the three months ended June 30, 2022 and June 30, 2021, respectively. The decrease in interest expense is primarily due to lower debt at June 30, 2022 as compared to June 30, 2021 and lower interest rates under the New Credit Agreement.
Other expenses were $129 and $7,110 for the three months ended June 30, 2022 and June 30, 2021, respectively. The decrease in other expenses of $6,981 is due to non-recurring expenses related to the Summit acquisition that took place in the period ended June 30, 2021.
Other income was $36,108 and $3,206 for the three months ended June 30, 2022 and June 30, 2021, respectively. The increase in other income of $32,902 represents the changes in fair value in the Earnout Share liabilities and the Warrant liability during the three months ended June 30, 2022 of $22,930 and $12,500, respectively. This is partially offset by the gains in the three months ended June 30, 2021 on PPP loan forgiveness and change in fair value of contingent consideration or $1,624 and $1,355, respectively.
Income Taxes
The Company recorded a tax benefit of $378 for the three months ended June 30, 2022 and an income tax expense of $69 for the three months ended June 30, 2021. For the three months ended June 30, 2022 the tax benefit was impacted by permanent difference with respect to gains and losses recorded on the Fathom earnout shares liability, sponsor earnout shares liability, and warrant liabilities. During the 2021 predecessor period, certain subsidiaries of Fathom OpCo which were previously held as corporations for U.S. federal tax purposes, were reorganized into flow-through entities in non-taxable transactions. As a result, deferred tax liabilities pertaining to the corporate subsidiaries were reversed as income tax benefits during the 2021 predecessor period.
31
Comparison of the six months ended June 30, 2022 and June 30, 2021
|
|
Six Months Ended |
|
|
Change |
|
|||||||||||
(dollars in thousands) |
|
June 30, 2022 (Successor) |
|
|
|
June 30, 2021 (Predecessor) |
|
|
$ |
|
|
% |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
82,526 |
|
|
|
$ |
66,406 |
|
|
$ |
16,120 |
|
|
|
24.3 |
% |
Cost of revenue |
|
|
54,981 |
|
|
|
|
39,499 |
|
|
|
15,482 |
|
|
|
39.2 |
% |
Gross profit |
|
|
27,545 |
|
|
|
|
26,907 |
|
|
|
638 |
|
|
|
2.4 |
% |
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general, and administrative |
|
|
26,381 |
|
|
|
|
16,430 |
|
|
|
9,951 |
|
|
|
60.6 |
% |
Depreciation and amortization |
|
|
8,968 |
|
|
|
|
5,207 |
|
|
|
3,761 |
|
|
|
72.2 |
% |
Total operating expenses |
|
|
35,349 |
|
|
|
|
21,637 |
|
|
|
13,712 |
|
|
|
63.4 |
% |
Operating (loss) income |
|
|
(7,804 |
) |
|
|
|
5,270 |
|
|
|
(13,074 |
) |
|
|
-248.1 |
% |
Interest expense and other (income) expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
3,332 |
|
|
|
|
4,424 |
|
|
|
(1,092 |
) |
|
|
-24.7 |
% |
Other expense |
|
|
195 |
|
|
|
|
8,650 |
|
|
|
(8,455 |
) |
|
|
-97.7 |
% |
Other income |
|
|
(63,223 |
) |
|
|
|
(3,300 |
) |
|
|
(59,923 |
) |
|
|
1815.8 |
% |
Total interest expense and other (income) expense, net |
|
|
(59,696 |
) |
|
|
|
9,774 |
|
|
|
(69,470 |
) |
|
|
-710.8 |
% |
Net income (loss) before income tax |
|
$ |
51,892 |
|
|
|
$ |
(4,504 |
) |
|
$ |
56,396 |
|
|
|
-1252.1 |
% |
Income tax (benefit) expense |
|
|
79 |
|
|
|
|
78 |
|
|
|
1 |
|
|
|
1.3 |
% |
Net income (loss) |
|
$ |
51,813 |
|
|
|
$ |
(4,582 |
) |
|
$ |
56,395 |
|
|
|
-1230.8 |
% |
Net loss attributable to Fathom OpCo non-controlling interest |
|
|
(5,702 |
) |
|
|
|
- |
|
|
|
(5,702 |
) |
|
|
|
|
Net income attributable to controlling interest |
|
|
57,515 |
|
|
|
|
(4,582 |
) |
|
|
62,097 |
|
|
|
-1355.2 |
% |
Comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss from foreign currency translation adjustments |
|
|
(107 |
) |
|
|
|
(105 |
) |
|
|
(2 |
) |
|
|
1.9 |
% |
Comprehensive income (loss), net of tax |
|
$ |
57,408 |
|
|
|
$ |
(4,687 |
) |
|
$ |
62,095 |
|
|
|
-1324.8 |
% |
Revenue
Revenue for the six months ended June 30, 2022 was $82,526 compared to $66,406 in the six months ended June 30, 2021, an increase of 24.3%. The year-over-year growth was driven by an increase in the volume of customers served, primarily through acquisition-related activity, and growth within Fathom’s strategic accounts.
Gross Profit
Gross profit for the six months ended June 30, 2022 totaled $27,545, or 33.4% of revenue, compared to $26,907, or 40.5% of revenue, for the six months ended June 30, 2021. The decrease in gross profit is primarily driven by a $3,241 amortization expense related to inventory step-up adjustments from purchase accounting following the completion of the Business Combination on December 23, 2021.
Operating Expenses
SG&A expenses were $26,381 and $16,430 for the six months ended June 30, 2022 and June 30, 2021, respectively. The $9,951, or 60.6%, increase in SG&A expenses was primarily driven by stock based compensation of $3,926 in the six months ended June 30, 2022 and by additional costs related to being a public company.
Depreciation and amortization expenses were $8,968 and $5,207 for the six months ended June 30, 2022 and June 30, 2021, respectively. The increase of $3,761 or 72.2%, was primarily driven by an increase in intangible assets related to the Business Combination resulting in amortization expenses associated with those assets.
Operating Income (Loss)
Operating loss was $7,804 for the six months ended June 30, 2022 and operating income was $5,270 for the six months ended June 30, 2021. The operating loss was primarily driven by additional costs related to related to being a public company, and the non-cash amortization of the increased intangible assets relating to the Business Combination, inventory step-up from purchase accounting, professional fees, and additional employees.
Interest Expense and Other Expense (Income)
Interest expense was $3,332 and $4,424 for the six months ended June 30, 2022 and June 30, 2021, respectively. The decrease in interest expense is primarily due to lower debt at June 30, 2022 as compared to June 30, 2021 and lower interest rates under the New Credit Agreement.
Other expenses were $195 and $8,650 for the six months ended June 30, 2022 and June 30, 2021, respectively. The decrease in other expenses of $8,455 is due to non-recurring expenses related to the Summit acquisition that took place in the six month period ending June 30, 2021.
32
Other income was $63,223 and $3,300 for the six months ended June 30, 2022 and June 30, 2021, respectively. The increase in other income of $59,923 represents the changes in fair value in the Earnout Share liabilities and the Warrant liability during the six months ended June 30, 2022 of $41,900 and $20,600, respectively.
Income Taxes
We recorded a tax expense of $79 for the six months ended June 30, 2022 and an income tax expense of $78 for the six months ended June 30, 2021, respectively. For the six months ended June 30, 2022 the tax expense was impacted by permanent difference with respect to gains and losses recorded on the Fathom earnout shares liability, sponsor earnout shares liability and warrant liability. During the 2021 predecessor period, certain subsidiaries of Fathom OpCo which were previously held as corporations for U.S. federal tax purposes, were reorganized into flow-through entities in non-taxable transactions. As a result, deferred tax liabilities pertaining to the corporate subsidiaries were reversed as income tax benefits during the 2021 predecessor period.
Non-GAAP Information
This Quarterly Report on Form 10-Q includes Adjusted Net Income (Loss) and Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA"), which are non-GAAP financial measures that we use to supplement our results presented in accordance with GAAP. We believe Adjusted Net Income (Loss) and Adjusted EBITDA are useful in evaluating our operating performance, as they are similar to measures reported by our public competitors and regularly used by securities analysts, institutional investors and other interested parties in analyzing operating performance and prospects. Adjusted Net Income (Loss) and Adjusted EBITDA are not intended to be a substitute for any GAAP financial measure and, as calculated by us, may not be comparable to other similarly titled measures of performance of other companies within our industry or in other industries. These non-GAAP financial measures supplement and should be considered in addition to and not in lieu of our, GAAP results.
We include these non-GAAP financial measures because they are used by management to evaluate Fathom’s core operating performance and trends and to make strategic decisions regarding the allocation of capital and new investments. Adjusted EBITDA excludes certain expenses that are required in accordance with GAAP because they are non-recurring (for example, in the case of transaction-related costs), non-cash (for example, in the case of depreciation and amortization) or are not related to our underlying business performance (for example, in the case of interest income and expense).
Adjusted Net Income (Loss)
We define and calculate Adjusted Net Income (Loss) as net loss before the impact of any increase or decrease in the estimated fair value of the Company’s warrants and earnout shares as well as transaction-related costs and certain other non-cash and non-core items.
The table below presents our Adjusted Net Income (Loss) reconciled to our net income (loss), the most directly comparable GAAP measure, for the periods indicated:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||||
(dollars in thousands) |
|
June 30, 2022 |
|
|
|
June 30, 2021 |
|
|
June 30, 2022 |
|
|
|
June 30, 2021 |
|
||||
Net income (loss) |
|
$ |
33,979 |
|
|
|
$ |
(4,082 |
) |
|
$ |
51,813 |
|
|
|
$ |
(4,582 |
) |
Acquisition expenses(1) |
|
|
- |
|
|
|
|
2,876 |
|
|
|
- |
|
|
|
|
4,045 |
|
Stock compensation |
|
|
1,796 |
|
|
|
|
- |
|
|
|
3,926 |
|
|
|
|
- |
|
Inventory step-up amortization |
|
|
- |
|
|
|
|
- |
|
|
|
3,241 |
|
|
|
|
277 |
|
Change in fair value of warrant liability(2) |
|
|
(12,500 |
) |
|
|
|
- |
|
|
|
(20,600 |
) |
|
|
|
- |
|
Change in fair value of Earnout Shares liability(2) |
|
|
(22,930 |
) |
|
|
|
- |
|
|
|
(41,900 |
) |
|
|
|
- |
|
Change in fair value of TRA(2) |
|
|
(200 |
) |
|
|
|
- |
|
|
|
(200 |
) |
|
|
|
- |
|
Integration, non-recurring, non-operating, cash, and non-cash costs(3) |
|
|
1,047 |
|
|
|
|
1,516 |
|
|
|
2,951 |
|
|
|
|
2,630 |
|
Adjusted Net Income (Loss) |
|
$ |
1,192 |
|
|
|
$ |
310 |
|
|
$ |
(769 |
) |
|
|
$ |
2,370 |
|
(1) Represents expenses incurred related to business acquisitions;
(2) Represents the income statement impacts from the change in fair value related to both the Sponsor Earnout Share liability, the Fathom Earnout Shares liability, and the Warrant liability associated with the Business Combination; and
(3) Represents adjustments for other integration, non-recurring, non-operating, cash, and non-cash costs related primarily to integration costs for new acquisitions, severance, and management fees paid to our principal owner.
33
Adjusted EBITDA
We define and calculate Adjusted EBITDA as net income (loss) before the impact of interest income or expense, income tax expense and depreciation and amortization, and further adjusted for the following items: transaction-related costs, the impact of any increase or decrease in the estimated fair value of the Company's warrants and earnout shares, and certain other non-cash and non-core items, as described in the reconciliation included below.
The table below presents our Adjusted EBITDA reconciled to net income (loss), the most directly comparable U.S. GAAP measure, for the periods indicated.
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||||
(dollars in thousands) |
|
6/30/2022 |
|
|
|
6/30/2021 |
|
|
6/30/2022 |
|
|
|
6/30/2021 |
|
||||
Net income (loss) |
|
$ |
33,979 |
|
|
|
$ |
(4,082 |
) |
|
$ |
51,813 |
|
|
|
$ |
(4,582 |
) |
Depreciation and amortization |
|
|
5,996 |
|
|
|
|
4,099 |
|
|
|
12,204 |
|
|
|
|
7,625 |
|
Interest expense, net |
|
|
1,858 |
|
|
|
|
2,310 |
|
|
|
3,332 |
|
|
|
|
4,424 |
|
Income tax expense |
|
|
(378 |
) |
|
|
|
69 |
|
|
|
79 |
|
|
|
|
78 |
|
Acquisition expenses(1) |
|
|
- |
|
|
|
|
2,876 |
|
|
|
- |
|
|
|
|
4,045 |
|
Inventory step-up amortization |
|
|
- |
|
|
|
|
- |
|
|
|
3,241 |
|
|
|
|
277 |
|
Stock compensation |
|
|
1,796 |
|
|
|
|
- |
|
|
|
3,926 |
|
|
|
|
- |
|
Change in fair value of warrant liability(2) |
|
|
(12,500 |
) |
|
|
|
- |
|
|
|
(20,600 |
) |
|
|
|
- |
|
Change in fair value of Earnout Shares liability(2) |
|
|
(22,930 |
) |
|
|
|
- |
|
|
|
(41,900 |
) |
|
|
|
- |
|
Change in fair value of TRA(2) |
|
|
(200 |
) |
|
|
|
- |
|
|
|
(200 |
) |
|
|
|
- |
|
Contingent consideration |
|
|
- |
|
|
|
|
(1,355 |
) |
|
|
- |
|
|
|
|
(1,355 |
) |
Loss on extinguishment of debt |
|
|
- |
|
|
|
|
2,031 |
|
|
|
- |
|
|
|
|
2,031 |
|
Integration, non-recurring, non-operating, cash, and non-cash costs(3) |
|
|
1,047 |
|
|
|
|
1,516 |
|
|
|
2,951 |
|
|
|
|
2,630 |
|
Adjusted EBITDA |
|
$ |
8,668 |
|
|
|
$ |
7,464 |
|
|
$ |
14,846 |
|
|
|
$ |
15,173 |
|
(1) Represents expenses incurred related to business acquisitions;
(2) Represents the impacts from the change in fair value related to both the earnout share liabilities and the warrant liabilities associated with the Business Combination; and
(3) Represents adjustments for other integration, non-recurring, non-operating, cash, and non-cash costs related primarily to integration costs for new acquisitions, severance, and management fees paid to our principal owner.
Liquidity and Capital Resources
We measure liquidity in terms of our ability to fund the cash requirements of our business operations, including working capital and capital expenditure needs, contractual obligations and other commitments, with cash flows from operations and other sources of funding. Our current working capital needs relate mainly to our growth strategies, including business combination activity, capital equipment investments, and business development efforts, as well as compensation and benefits of our employees. In addition, under our New Credit Agreement, the Company is subject to various financial covenants, including quarterly net leverage and interest coverage covenants. As of June 30, 2022, the Company was in compliance with all covenant requirements. Our ability to expand and grow our business will depend on many factors, including our working capital needs and the evolution of our operating cash flows.
We had $11,118 in cash as of June 30, 2022. We believe our operating cash flows, together with amounts available under the New Credit Agreement and our cash on hand will be sufficient to meet our anticipated working capital and capital expenditure requirements during the next 12 months.
We may, however, need additional cash resources due to changed business conditions or other developments, including unanticipated regulatory developments, significant acquisitions and competitive pressures. We expect our capital expenditures and working capital requirements to continue to increase in the immediate future, as we seek to expand our product offerings across more of the U.S. Our capital expenditures in 2021 of $9.0 million equaled approximately 6.0% of annual revenue We believe that our annual future growth capital expenditures, excluding any expenditures for buildings and maintenance capital we might purchase for our operations, are likely to be approximately 6.0% of annual revenue. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. If the needed financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to decrease our level of investment in new product launches and related marketing initiatives or to scale back our existing operations, which could have an adverse impact on our business and financial prospects. See Note 3—Business Combination with Fathom OpCo in the notes to our unaudited consolidated financial statements for further information.
34
Borrowings and Lines of Credit
On December 23, 2021, the Company entered into the New Credit Agreement, which included a $50.0 million revolving credit facility and a $125.0 million term loan. The Company's borrowings under the revolving credit facility were $27,000 at June 30, 2022. The loans obtained under the New Credit Agreement will mature in December 2026.
The Company recorded deferred financing costs of $130 and $230, respectively for the three and six months ended June 30, 2022 in conjunction with the New Credit Agreement and the balance is presented 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 of up to $5.0 million. The New Credit Agreement also includes an uncommitted incremental facility, which, subject to certain conditions, provides for additional term loan facilities, and/or an increase in commitments under the revolving credit facility, in an aggregate amount of up to $100 million.
Tax Receivable Agreement
In connection with the Business Combination, we entered into the TRA with certain of our pre-Business Combination owners that provides for the payment by Fathom to such owners of 85% of the benefits that Fathom is deemed to realize as a result of the Company’s share of existing tax basis acquired in the Business Combination and other tax benefits related to entering into the TRA.
Actual tax benefits realized by Fathom may differ from tax benefits calculated under the TRA as a result of the use of certain assumptions in the TRA, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. While the amount of existing tax basis, the anticipated tax basis adjustments and the actual amount and utilization of tax attributes, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, we expect that the payments that Fathom may make under the TRA will be substantial. As of June 30, 2022, we do not expect to make any material payments within the next two years, and anticipate payments to become more material beginning in 2024.
Cash Flow Analysis
|
|
Six Months Ended |
|
||||||
(dollars in thousands) |
|
June 30, 2022 (Successor) |
|
|
|
June 30, 2021 (Predecessor) |
|
||
Net cash provided by (used in) : |
|
|
|
|
|
|
|
||
Operating Activities |
|
$ |
4,159 |
|
|
|
$ |
961 |
|
Investing Activities |
|
|
(6,671 |
) |
|
|
|
(70,370 |
) |
Financing Activities |
|
|
(6,727 |
) |
|
|
|
75,966 |
|
Net Change in Cash and Cash Equivalents |
|
$ |
(9,239 |
) |
|
|
$ |
6,557 |
|
Operating Activities
Net cash provided from operating activities was $4,159 and $961 for the six months ended June 30, 2022 and June 30, 2021, respectively. The increase of $3,198 is primarily driven by additional depreciation and amortization resulting from property and equipment additions and an increase to intangible assets from the Business Combination.
Investing Activities
Cash used in investing activities of $6,671 for the six months ended June 30, 2022 represents capital expenditures. Cash used in investing activities of $70,370 for the six months ended June 30, 2021 represents the cash used in the acquisitions of Summit Tooling Inc, and Summit Plastics, LLC, Precision Process Corp, Centex Machine and Welding, Inc. and Laser Manufacturing, Inc., and Sureshot Precision, LLC of $67,428 and capital expenditures of $2,942.
Financing Activities
Cash used in financing activities of $6,727 for the six months ended June 30, 2022 was due to payments made on the term loan of $1,562, contingent consideration of $2,750, and tax payments for shares held in lieu of taxes. Cash provided by financing activities of $75,966 for the six months ended June 30, 2021 was primarily due to debt proceeds of $183,500 for the acquisitions, partially offset by payments on debt of $104,091.
Critical Accounting Policies and Use of Estimates
Preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. We believe that the most complex and sensitive judgments, because of their potential significance to the unaudited consolidated financial statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain and are described subsequently. Actual results could differ from management’s estimates.
35
Business Combinations
We account for business acquisitions in accordance with Accounting Standards Codification ("ASC") 805, Business Combinations ("ASC 805"). We measure the cost of an acquisition as the aggregate of the acquisition date fair values of the assets transferred and liabilities assumed and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. We record goodwill for the excess of (i) the total costs of acquisition, fair value of any non-controlling interests and acquisition date fair value of any previously held equity interest in the acquired business over (ii) the fair value of the identifiable net assets of the acquired business.
The acquisition method of accounting requires us to exercise judgment and make estimates and assumptions based on available information regarding the fair values of the elements of a business combination as of the date of acquisition, including the fair values of identifiable intangible assets, deferred tax asset valuation allowances, liabilities related to uncertain tax positions and contingencies. We must also refine these estimates over a one-year measurement period, to reflect any new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. If we are required to retroactively adjust provisional amounts that we have recorded for the fair value of assets and liabilities in connection with an acquisition, these adjustments could materially impact our results of operations and financial position. Estimates and assumptions that we must make in estimating the fair value of future acquired technology, user lists and other identifiable intangible assets include future cash flows that we expect to generate from the acquired assets. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, we could record impairment charges. In addition, we have estimated the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense. If our estimates of the economic lives change, depreciation or amortization expenses could be accelerated or slowed, which could materially impact our results of operations.
Goodwill and Intangible Assets
We recognize goodwill in accordance with ASC 350, Intangibles—Goodwill and Other ("ASC 350"). Goodwill is the excess of cost of an acquired entity over the fair value amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill is not amortized.
Goodwill is tested for impairment annually in the fourth quarter of each year, and is tested for impairment between annual tests whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. In addition, an impairment evaluation of our amortizable intangible assets may also be performed if events or circumstances indicate potential impairment. Among the factors that could trigger an impairment review are current operating results that do not align with our annual plan or historical performance; changes in our strategic plans or the use of our assets; restructuring charges or other changes in our business segments; competitive pressures and changes in the general economy or in the markets in which we operate; and a significant decline in our stock price and our market capitalization relative to our net book value. An impairment charge for goodwill is recognized only when the estimated fair value of a reporting unit, including goodwill, is less than its carrying amount. As of June 30, 2022 and June 30, 2021, no impairment charges for goodwill have been recognized.
Evaluating the recoverability of goodwill requires judgments and assumptions regarding future trends and events. As a result, both the precision and reliability of our estimates are subject to uncertainty. Among the factors that we consider in our qualitative assessment are general economic conditions and the competitive environment; actual and projected reporting unit financial performance; forward-looking business measurements; and external market assessments. To determine the fair values of our reporting unit for a quantitative analysis, we typically utilize detailed financial projections, which include significant variables, such as projected rates of revenue growth, profitability and cash flows, as well as assumptions regarding discount rates, the Company’s weighted average cost of capital and other data.
We recognize intangibles assets in accordance with ASC 350. 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. Assets not subject to amortization are tested for impairment at least annually. As of June 30, 2022 and June 30, 2021, no impairment charges for intangible assets have been recognized.
The estimates of fair value are based on the best information available as of the date of the assessment, which primarily incorporates management assumptions about expected future cash flows. Although these assets are not currently impaired, there can be no assurance that future impairments will not occur. See Note 3—Business Combination with Fathom OpCo, and Note 8—Goodwill and Intangible Assets, net in the accompanying notes to the unaudited consolidated financial statements for more information.
Revenue Recognition from Contracts with Customers
Most of the Company’s revenue has one performance obligation and is recognized on a point-in-time basis upon shipment. The majority of the Company’s injection molding contracts have multiple performance obligations including one obligation to produce the mold and sample part and a second obligation to produce production parts. For injection molding contracts with multiple performance obligations, the Company allocates revenue to each performance obligation based on its relative standalone selling price and recognizes revenue for each performance obligation on a point-in-time basis upon shipment. We generally determine standalone selling price based on the price charged to customers. The Company’s payments terms are consistent with industry standards and never exceed 12 months.
36
Contingent Liabilities
Our contingent liabilities, which are included within the “Other non-current liabilities” caption on our consolidated balance sheets, are uncertain by nature and their estimation requires significant management judgment as to the probability and estimation of the amount of liability. These contingencies include, but may not be limited to, the warrants, TRA liabilities, earnout shares, litigation, and management’s evaluation of complex laws and regulations, including those relating to indirect taxes, and the extent to which they may apply to our business and industry. See Note 17—Fair Value Measurement and Note 18—Commitments and Contingencies in the accompanying notes to our unaudited consolidated financial statements for more information.
We regularly review our contingencies to determine whether the likelihood of a liability is probable and to assess whether a reasonable estimate of the liability can be made. Determination of whether a liability estimate can be made is a complex undertaking that considers the judgement of management, third-party research, the prospect of negotiation and interpretations by regulators and courts, among other information. When liabilities can be reasonably estimated, an estimated contingent liability is recorded. We continually reevaluate our indirect tax and other positions for appropriateness.
Earnout Shares Liabilities and Warrant Liability
The fair values of the Sponsor earnout shares liability, Fathom earnout shares liability, and Warrants liability were determined using Monte Carlo simulations that have various significant unobservable inputs. The assumptions used could have a material impact on the valuation of these liabilities, and include our best estimate of expected volatility, expected holding periods and appropriate discounts for lack of marketability. Changes in the estimated fair values of these liabilities may have material impacts on our results of operations in any given period, as any increases in these liabilities have a corresponding negative impact on our U.S. GAAP results of operations in the period in which the changes occur. See Note 3 - Business Combination with Fathom OpCo and Note 9 - Warrant Liability in the accompanying notes to our unaudited consolidated financial statements for more information.
Impact of Changes in Accounting on Recent and Future Trends
In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) Section A - Leases: Amendments to the FASB Accounting Standards Codification which the company adopted in the first quarter of 2022. See Note 2 - Basis of Presentation and Note 15 - Leases in the accompanying notes to our unaudited consolidated financial statements for more information.
Emerging Growth Company Accounting Election
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. Altimar II was an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended, and has elected to take advantage of the benefits of this extended transition period. Fathom is expected to remain an emerging growth company at least through the end of the 2022 and is expected to continue to take advantage of the benefits of the extended transition period. This may make it difficult or impossible to compare Fathom financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions for emerging growth companies because of the potential differences in accounting standards used.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
For quantitative and qualitative disclosures about market risk, see Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" of our 2021 Form 10-K. Our exposures to market risk have not changed materially since December 31, 2021.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is properly and timely reported and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As reported in “Item 4. Controls and Procedures” of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, management performed its evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2022. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2022, our disclosure controls and procedures were ineffective to the extent of the material weaknesses described below:
37
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim consolidated financial statements may not be prevented or detected on a timely basis. Following the identification of the foregoing material weaknesses, our management established and commenced implementation of a remediation plan, as more fully described under “Changes in Internal Control Over Financial Reporting” below. The implementation of this remediation plan is ongoing.
We have further evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2022 with the participation and under the supervision of our management, including our Chief Executive Officer and our Chief Financial Officer. In this evaluation, our management did not identify any material weaknesses in addition to those identified in its evaluation as of March 31, 2022. Based on this latest evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of June 30, 2022, our disclosure controls and procedures were ineffective to the extent of the material weaknesses described above.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2022 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management has identified the material weaknesses in our internal controls as noted above under "Evaluation of Disclosure Controls and Procedures."
Management is working to remediate the material weaknesses by hiring additional qualified accounting and financial reporting personnel, implementing an advanced Enterprise Resource Planning ("ERP") system, improving contract terms and support for revenue recognition, and further evolving our accounting processes. We may not be able to fully remediate these material weaknesses until these steps have been completed and have been operating effectively for a sufficient period of time. We cannot assure you that the measures we have taken to date and plan to take will be sufficient to remediate the material weaknesses we identified or avoid the identification of additional material weaknesses in the future. If we are not able to maintain effective internal control over financial reporting, our financial statements and related disclosures may be inaccurate, which could have a material adverse effect on our business and our stock price.
In light of the material weakness described above, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with U.S. GAAP. Accordingly, we believe that the consolidated financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
We may from time to time be involved in litigation and claims incidental to the conduct of our business. We are not currently subject to any pending legal (including judicial, regulatory, administrative or arbitration) proceedings that we expect to have a material impact on our consolidated financial statements. However, given the inherent unpredictability of these types of proceedings and the potentially large and/or indeterminate amounts that could be sought, an adverse outcome in certain matters could have a material effect on Fathom's financial results in any particular period. See Note 18 "Commitments and Contingencies" to our unaudited consolidated financial statements for additional information.
Item 1A. Risk Factors.
Some factors that could cause our actual results to differ materially from those results in this report are described as risks in our 2021 Form 10-K. Any of these factors could materially and adversely affect our business, financial condition, results of operations and cash flows. As of the date of this report, there have been no material changes to the risk factors previously disclosed in our 2021 Form 10-K. We may, however, disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
38
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
39
Item 6. Exhibits.
Exhibit Number |
|
Description |
31.1* |
|
|
31.2* |
|
|
32.1* |
|
|
32.2* |
|
|
101.INS |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document |
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
40
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
Fathom Digital Manufacturing Corporation |
|
|
|
|
|
Date: August 15, 2022 |
|
By: |
/s/ Ryan Martin |
|
|
|
Ryan Martin |
|
|
|
Chief Executive Officer |
|
|
|
|
|
|
|
|
|
|
|
|
Date: August 15, 2022 |
|
By: |
/s/ Mark Frost |
|
|
|
Mark Frost |
|
|
|
Chief Financial Officer |
41