Delaware |
3990 |
98-1571400 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
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F-1 |
• | “ Altimar II |
• | “ Altimar II Founders |
• | “ Altimar II IPO |
• | “ Amended and Restated Memorandum and Articles of Association |
• | “ BCA Business Combination Agreement |
• | “ Board |
• | “ Business Combination |
• | “ Bylaws |
• | “ Centex |
• | “ Charter |
• | “ Class A common stock . |
• | “ Class B common stock non-economic, voting Class B common stock, par value $0.0001 per share, of Fathom, including any shares of such Class B common stock issuable upon the exercise of any right to acquire shares of such Class B common stock. |
• | “ Closing . |
• | “common stock” refers to shares of the Class A common stock and the Class B common stock, collectively. |
• | “ Company, our, we or us . |
• | “ Continuing Fathom Unitholders |
• | “ CORE Investors |
• | “ Dahlquist |
• | “ DGCL . |
• | “ dollars or $ . |
• | “ Domestication |
• | “ Earnout Shares |
• | “ Exchange Act |
• | “ Fathom . |
• | “ Fathom Blocker Owners |
• | “ Fathom OpCo |
• | “ Fathom Operating Agreement |
• | “ Forfeiture and Support Agreement |
• | “ Forfeited Shares |
• | “ Founder shares |
• | “ GAAP |
• | “ GPI |
• | “ ICOMold |
• | “ Incodema |
• | “ Investor Rights Agreement |
• | “ Laser |
• | “ Legacy Fathom Owners |
• | “ Majestic Metals |
• | “ Mark Two |
• | “ MCT |
• | “ Merger |
• | “ Merger Sub |
• | “ Micropulse West |
• | “ New Credit Agreement |
• | “ New Fathom Units |
• | “ Newchem |
• | “ NYSE . |
• | “ PIPE Investment . |
• | “ PIPE Investors . |
• | “ PIPE Securities PIPE Shares . |
• | “ PPC |
• | “ Private Placement Warrants |
• | “ Public Warrants . |
• | “ Registration Rights Agreement |
• | “ SEC . |
• | “ Securities Act . |
• | “ Sponsor . |
• | “ Sponsor Earnout Shares |
• | “ Subscription Agreements |
• | “ Summit |
• | “ Tax Receivable Agreement or TRA |
• | “ Transfer agent |
• | “ Warrant Agent . |
• | “ Warrant Agreement |
• | “ Warrants . |
• | Additive manufacturing can produce highly complex parts using printed materials which would otherwise be extremely difficult to produce via traditional methods. |
• | CNC machining is a subtractive manufacturing process that utilizes a variety of precision computer guided tools. This process yields products with precision and repeatability, while offering high-quality surface finish optionality. |
• | Injection molding offers the ability to rapidly produce complex parts using molten material, formed in molds. This process delivers consistency, quality, and cost-effectiveness for larger-scale production. |
• | Precision sheet metal fabrication involves cutting and bending of metal sheets, resulting in parts which are highly durable. Lower production expenses make this a highly attractive fabrication process for low-volume jobs with fewer timing constraints. |
• | As advances in additive manufacturing make it better suited for higher-volume applications, it is expected to take share from traditional manufacturing processes. Additive manufacturing offers the benefits of speed, part consolidation, weight reduction, and the ability to create complex geometries. |
• | CNC machining has exhibited rapid technological advances over the past five to ten years and has gained significant share as a result. CNC workflow improvements have streamlined the process, reducing costs. |
• | While injection molding production serves a mature market, advances in fast-turnaround applications are driving growth which should not be overlooked. |
• | Precision sheet metal fabrication is projected to grow at an accelerated rate between 2020 and 2025. |
• | Adaptable, scalable platform with nationwide reach. |
• | Broad suite of manufacturing processes, deep technical expertise, and proprietary software platform. |
• | Strong customer relationships across diverse end-markets. on-demand manufacturing partner of choice. |
• | Highly experienced management team and Board of Directors. |
• | Increased penetration of our existing enterprise-level corporate customer base and expansion through new enterprise-level corporate customers. hands-on, quick-turn prototyping of low-to-mid |
• | Expanded offering of additive manufacturing capabilities. |
• | Capitalizing on outsourcing trends in prototyping and low- to mid-volume manufacturing. in-house capabilities. Based on current industry trends, we expect companies to further rely on outsourced providers for their prototyping and low- to mid-volume manufacturing. We believe we are well-positioned to capture market share as a result of this trend due to our comprehensive capabilities and corporate focus. |
• | Further enhancement of our software and digital capabilities. internet-of-things on-site inventory through the establishment of digitized supply chain management systems. |
• | Continued pursuit of strategic add-on acquisitions. on-demand digital manufacturing company with a highly scalable breadth of manufacturing capabilities. We have optimized our platform to streamline the integration of new companies into the Fathom ecosystem, allowing us to deploy our proprietary playbook and realize synergies. |
1. | Altimar II Founders include Altimar Sponsor II, LLC and the seven former directors of Altimar II. |
2. | The warrants held by Public Shareholders are Public Warrants and the warrants held by Altimar Sponsor II, LLC are Private Placement Warrants. The organizational structure diagram assumes none of the Warrants have been exercised. The organizational structure diagram also excludes the Earnout Shares and the Sponsor Earnout Shares. |
3. | Legacy Fathom Owners include Fathom Blocker Owners and Continuing Fathom Unitholders, which include the CORE Investors. |
• | we are subject to risks related to the ongoing COVID-19 pandemic and any future outbreaks of other highly infectious or contagious disease; |
• | we face increasing competition in many aspects of our business; |
• | we may not realize the anticipated benefits of our business acquisitions, and any acquisition, strategic relationship, joint venture or investment could disrupt our business and harm our operating results and financial condition; |
• | if we are unable to manage our growth and expand our operations successfully, our reputation, brands, business and results of operations may be harmed; |
• | our success depends on our ability to deliver on-demand manufacturing capabilities and custom parts that meet the needs of our customers and to effectively respond to changes in our industry; |
• | our failure to meet our customers’ expectations regarding quick turnaround time, price or quality could adversely affect our business and results of operations; |
• | we are subject to risks related to our dependency on our key management members and other key personnel, as well as attracting, retaining and developing qualified personnel in a highly competitive talent market; |
• | we may be subject to litigation risks and may face liabilities and damage to our professional reputation as a result; |
• | we may be subject to cybersecurity risks and changes to data protection regulation; |
• | our businesses are subject to extensive domestic and foreign regulations that may subject us to significant costs and compliance requirements; |
• | we are subject to risks related to the Tax Receivable Agreement; |
• | unfavorable global economic conditions, including changes in inflation and interest rates, could adversely affect our business, financial condition or results of operations; |
• | we may be subject to risks related to our status as an emerging growth company within the meaning of the Securities Act; |
• | we are subject to the risks of our status as a “controlled company” within the meaning of the NYSE listing standards; |
• | the grant of registration rights to certain of our investors and the future exercise of such rights may adversely affect the market price of our Class A common stock or Warrants; |
• | the volatility of our stock price as the result of being a recent de-SPAC IPO directly impacts the valuation of our warrants and earnout shares and could increase the volatility in our net income (loss) in our consolidated statements of net income (loss); |
• | our management team has limited experience managing a public company; |
• | we have identified material weaknesses in our internal control over financial reporting. Failure to achieve and maintain effective internal control over financial reporting could result in our failure to accurately or timely report our financial condition or results of operations which could have a material adverse effect on our business and stock price; |
• | the effect of legal, tax and regulatory changes; and |
• | other factors detailed under “Risk Factors” below. |
Issuer |
Fathom Digital Manufacturing Corporation. |
Class A common stock offered by the Selling Stockholders |
Up to 145,893,484 shares of Class A common stock (which includes Altimar Sponsor II, LLC’s 9,900,000 shares of Class A common stock underlying its Private Placement Warrants). |
Class A common stock underlying the Warrants |
18,525,000 shares issuable upon exercise of Warrants to purchase Class A common stock (which includes Altimar Sponsor II, LLC’s 9,900,000 shares of Class A common stock underlying its Private Placement Warrants). |
Use of Proceeds |
We will not receive any of the proceeds from the sale of the shares of Class A common stock or Private Placement Warrants by the Selling Stockholders. We will receive the proceeds from any exercise of the Warrants for cash, which we intend to use for general corporate purposes. |
We expect to use the net proceeds from the exercise of the Warrants, if any, for general corporate purposes. |
Market for our securities |
Our Class A common stock is currently listed on the NYSE under the symbol “FATH.” |
Our Public Warrants are currently listed on the NYSE under the symbol “FATH.WS.” |
Risk Factors |
An investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “Risk Factors” and elsewhere in this prospectus. |
• | an acquired company, asset or technology not furthering our business strategy as anticipated; |
• | difficulties entering and competing in new product or geographic markets and increased competition, including price competition; |
• | integration challenges; |
• | challenges in working with strategic partners and resolving any related disagreements or disputes; |
• | high valuation for a company, asset or technology, or changes in the economic or market conditions or assumptions underlying our decision to make an acquisition; |
• | significant problems or liabilities associated with acquired businesses, assets or technologies, including increased intellectual property and employment-related litigation exposure; |
• | acquisition of a significant amount of goodwill, which could result in future impairment charges that would reduce our earnings; and |
• | requirements to record substantial charges and amortization expense related to certain purchased intangible assets, deferred stock compensation and other items, as well as other charges or expenses. |
• | enhance our operational, financial and management controls and infrastructure, human resource policies, and reporting systems and procedures; |
• | effectively scale our operations, including accurately predicting the need for floor space, equipment, and additional staffing; and |
• | successfully identify, recruit, hire, train, develop, maintain, motivate and integrate additional employees. |
• | retain and further penetrate existing customers, as well as attract new customers; |
• | consistently execute on custom part orders in a manner that satisfies our customers’ product needs and provides them with a superior experience; |
• | develop new technologies or manufacturing processes and broaden the range of custom parts we offer; |
• | capitalize on customers’ product expectations for access to comprehensive, user-friendly e-commerce capabilities 24 hours per day, 7 days per week; |
• | increase the strength and awareness of our brands across geographic regions; |
• | respond to changes in customers’ needs, technology and our industry; |
• | react to challenges from existing and new competitors; and |
• | respond to an economic recession which negatively impacts manufacturers’ ability to innovate and bring new products to market. |
• | be unable to meet the shipping deadlines of our customers; |
• | experience disruptions in our ability to process submissions and generate quotations, manufacture and ship parts, provide marketing and sales support and customer service and otherwise operate our business, any of which could negatively impact our business; |
• | be forced to rely on third-party manufacturers; |
• | need to expend significant capital and other resources to address any damage caused by the disaster; and |
• | lose customers and be unable to reacquire those customers. |
• | disruptions to or restrictions on our ability to ensure the continuous provision of our manufacturing services and solutions; |
• | reductions in our capacity utilization levels; |
• | temporary closures of our direct and indirect suppliers, resulting in adverse effects to our supply chain, and other supply chain disruptions, which adversely affect our ability to procure sufficient inventory to support customer orders; |
• | temporary shortages of skilled employees available to staff manufacturing facilities due to shelter-in-place |
• | restrictions or disruptions of transportation, such as reduced availability of air transport, port closures and increased border controls or closures; |
• | increases in operational expenses and other costs related to requirements implemented to mitigate the impact of the pandemic; |
• | delays or limitations on the ability of our customers to perform or make timely payments; |
• | reductions in short- and long-term demand for our manufacturing services and solutions, or other disruptions in technology buying patterns; |
• | workforce disruptions due to illness, quarantines, governmental actions, other restrictions and/or the social distancing measures we have taken to mitigate the impact of COVID-19 at our locations in an effort to protect the health and well-being of our employees, customers, suppliers and of the communities in which we operate (including certain employees working from home, restricting the number of employees attending events or meetings in person, limiting the number of people in our buildings and factories at any one time, further restricting access to our facilities and suspending employee travel); and |
• | our management team continuing to commit significant time, attention and resources to monitoring the COVID-19 pandemic and seeking to mitigate its effects on our business and workforce. |
• | Our Information Technology General Controls (“ITGC”) intended to restrict access to data and applications were not adequate resulting in inappropriate access and improper segregation of duties at both the system (pervasive) and end user levels across multiple applications. The Company did not maintain a fully integrated financial consolidation and reporting system, and as a result, extensive manual analyses, reconciliations, and adjustments were required in order to produce materially correct financial statements for external reporting purposes. |
• | A comprehensive system of formal policies, procedures and controls has not been fully designed or implemented to ensure appropriate document retention and achieve complete, accurate and timely financial accounting, reporting and disclosures. Additionally, we did not design and maintain controls over the determination of appropriate cut-off, classification and presentation of accounts and disclosures in the financial statements. |
• | We did not design or maintain an effective control environment commensurate with our financial reporting requirements. We lacked a sufficient number of professionals with an appropriate level of accounting knowledge, training and experience to appropriately analyze, record and disclose accounting matters timely and accurately. |
• | not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes- Oxley Act; |
• | not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); |
• | reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and |
• | exemptions from the requirements of holding a nonbinding advisory vote of stockholders on executive compensation, stockholder approval of any golden parachute payments not previously approved and having to disclose the ratio of the compensation of our chief executive officer to the median compensation of our employees. |
• | a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board; |
• | the ability of our board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; |
• | the limitation of the liability of, and the indemnification of, Fathom’s directors and officers; |
• | the right of our board to elect a director to fill a vacancy created by the expansion of our board or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board; |
• | the requirement that directors may only be removed from our board for cause; |
• | the requirement that a special meeting of stockholders may be called only by our board or the chairman of our board, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors; |
• | controlling the procedures for the conduct and scheduling of our board and stockholder meetings; |
• | the ability of our board to amend the Bylaws, which may allow our board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Bylaws to facilitate an unsolicited takeover attempt; and |
• | advance notice procedures with which stockholders must comply to nominate candidates to our board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the composition of our board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the Company. |
• | the accompanying notes to the unaudited pro forma combined financial statements; and |
• | the Fathom Digital Manufacturing Corporation audited financial statements for the period January 1, 2021 through December 22, 2021 (Predecessor) and December 23, 2021 through December 31, 2021 (Successor). |
Predecessor Fathom OpCo |
Successor Fathom |
2021 Results Prior to Acquisition (1) |
Total Pro Forma Adjustments |
Pro Forma Combined |
||||||||||||||||||||
Revenue |
147,356 | 4,840 | 10,367 | — | 162,563 | |||||||||||||||||||
Cost of revenue |
90,278 | 2,725 | 4,437 | 2,626 | (a) | 100,066 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Gross profit |
57,078 |
2,115 |
5,930 |
(2,626 |
) |
62,497 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating expenses |
||||||||||||||||||||||||
Selling, general, and administrative |
37,507 | 3,133 | 3,410 | 6,277 | (b) | 50,327 | ||||||||||||||||||
Depreciation and amortization |
10,357 | 416 | 89 | 14,986 | (c) | 25,848 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total operating expenses |
47,864 |
3,549 |
3,499 |
21,263 |
76,175 |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating income (loss) |
9,214 |
(1,434 |
) |
2,431 |
(23,889 |
) |
(13,678 |
) | ||||||||||||||||
Interest expense and other expense (income) |
||||||||||||||||||||||||
Interest expense/(income) |
13,063 | 251 | 102 | (7,762 | ) | (d) | 5,654 | |||||||||||||||||
Other expense |
21,007 | 308 | 431 | 14,882 | (e) | 36,628 | ||||||||||||||||||
Other (income) |
(5,174 | ) | (35,460 | ) | (659 | ) | — | (41,293 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total other expenses, net |
28,896 | (34,901 | ) | (126 | ) | 7,120 | 989 | |||||||||||||||||
NET (LOSS) INCOME BEFORE INCOME TAXES |
(19,682 |
) |
33,467 |
2,557 |
(31,009 |
) |
(14,667 |
) | ||||||||||||||||
(Benefit) Provision for income taxes |
(3,208 | ) | (3 | ) | 61 | (6,822 | ) | (9,972 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
NET (LOSS) INCOME |
(16,474 |
) |
33,470 |
2,496 |
(24,187 |
) |
(4,695 |
) | ||||||||||||||||
Net income attributable to NCI |
— | (968 | ) | — | (20,682 | ) | (f) | (21,650 | ) | |||||||||||||||
Net income attributable to controlling interest |
(16,474 |
) |
34,438 |
2,496 |
(3,505 |
) |
16,955 |
|||||||||||||||||
Net income per share attributable to shares of Class A common stock |
||||||||||||||||||||||||
Basic |
(g) | 0.33 | ||||||||||||||||||||||
Diluted |
(g) | (0.03 | ) | |||||||||||||||||||||
Weighted Average shares outstanding |
||||||||||||||||||||||||
Basic |
50,785,656 | |||||||||||||||||||||||
Diluted |
135,839,973 |
(1) | Refers to the historical results of Summit, Centex, Laser, PPC and Micropulse West prior to their respective acquisitions. |
(a) | Altimar II changed its jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation under the laws of the State of Delaware (the “Domestication”), upon which Altimar II changed its name to “Fathom Digital Manufacturing Corporation.” |
(b) | Fathom OpCo issued managing member interests in Fathom OpCo to Altimar II in exchange for a nominal cash payment; |
(c) | Following step (b) above, each of CORE Fund I Blocker-5 LLC, a Delaware limited liability company (“Fathom Blocker 1”), CORE Fund I Blocker-2 LLC, a Delaware limited liability company (“Fathom Blocker 2”), and SG (MCT) Blocker, LLC, a Delaware limited liability company (Fathom Blocker 3” and, together with Fathom Blocker 1 and Fathom Blocker 2, the “Fathom Blockers”), merged with and into Rapid Blocker 1 Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Altimar II (“Blocker Merger Sub 1”), Rapid Blocker 2 Merger Sub, LLC , a Delaware limited liability company and a direct, wholly owned subsidiary of Altimar II (“Blocker Merger Sub 2”), and Rapid Blocker 3 Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Altimar II (“Blocker Merger Sub 3” and, together with Blocker Merger Sub 1 and Blocker Merger Sub 2, the “Blocker Merger Subs”), respectively, in each case, with the Fathom Blockers surviving as the surviving companies and wholly owned subsidiaries of Altimar II (collectively, the “Surviving Fathom Blockers”); |
(d) | Immediately following step (c) above, the Surviving Fathom Blockers each merged with and into Altimar II (the “Blocker Altimar Mergers”), in each case, with Altimar II as the surviving company; and |
(e) | Immediately following the Blocker Altimar Mergers, Rapid Merger Sub merged with and into Fathom OpCo (the “Fathom Merger”), with Fathom OpCo as the surviving entity of the Fathom Merger (Fathom, in its capacity as the surviving entity of the Fathom Merger, is sometimes referred to as the “Fathom Surviving Entity”). Following the Fathom Merger, the Fathom Surviving Entity is owned by Altimar II and all other holders of Fathom OpCo units outstanding as of immediately prior to the Fathom Merger (such other holders, excluding Altimar II, are referred to as the “Continuing Fathom Unitholders”). |
Summit |
Centex & Laser |
PPC |
Micropulse West |
2021 Results Prior to Acquisition (1) |
||||||||||||||||
Revenue |
404 | 4,062 | 3,771 | 2,130 | 10,367 | |||||||||||||||
Cost of revenue |
78 | 2,351 | 840 | 1,168 | 4,437 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gross profit |
326 |
1,711 |
2,931 |
962 |
5,930 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating expenses |
||||||||||||||||||||
Selling, general, and administrative |
391 | 1,220 | 1,299 | 500 | 3,410 | |||||||||||||||
Depreciation and amortization |
— | 24 | — | 65 | 89 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total operating expenses |
391 |
1,244 |
1,299 |
565 |
3,499 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating income (loss) |
(65 |
) |
467 |
1,632 |
397 |
2,431 |
||||||||||||||
Interest expense and other expense (income) |
||||||||||||||||||||
Interest expense (income) |
1 | 102 | — | (1 | ) | 102 | ||||||||||||||
Other expense |
419 | 1 | 11 | 431 | ||||||||||||||||
Other (income) |
— | (1,389 | ) | (11 | ) | 741 | (659 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total other expenses, net |
420 | (1,287 | ) | (10 | ) | 751 | (126 | ) | ||||||||||||
NET INCOME (LOSS) BEFORE INCOME TAXES |
(485 |
) |
1,754 |
1,642 |
(354 |
) |
2,557 |
|||||||||||||
Provision for income taxes |
— | 22 | 39 | — | 61 | |||||||||||||||
NET INCOME (LOSS) |
(485 |
) |
1,732 |
1,603 |
(354 |
) |
2,496 |
(1) | Refers to the historical results of Summit, Centex, Laser, PPC and Micropulse West prior to their respective acquisitions. |
(a) | Cost of revenue |
(b) | Selling, general and administrative |
(c) | Depreciation and amortization |
(d) | Interest expense |
(e) | Other expense |
(f) | Non-controlling interest |
Predecessor Fathom OpCo |
Successor FDMC |
2021 Results Prior to Acquisition |
Pro Forma Adjustments |
Pro Forma Combined |
||||||||||||||||
NET LOSS |
(16,474 | ) | 33,470 | 2,496 | (24,187 | ) | (4,695 | ) | ||||||||||||
Net income attributable to NCI |
(10,280 | ) (1) |
(968 | ) | 1,558 | (1) |
(11,960 | ) (1) |
(21,650 | ) | ||||||||||
Net income attributable to Fathom OpCo |
(6,194 | ) | 34,438 | 938 | (12,227 | ) | 16,955 |
(1) | Sums to $20,682 as shown in the Total Pro Forma Adjustments column in the Pro Forma Fathom Combined Statement of Operations for the year ended December 31, 2021. |
(g) | Pro forma basic and diluted earnings per share |
Net income per Class A Common Stock: |
||||
Numerator: |
||||
Net income attributable to Class A Common Stockholders — basic |
16,955 | |||
Net income effect of dilutive securities |
(21,650 | ) | ||
|
|
|||
Net loss attributable to Class A Common Stockholders — diluted |
(4,695 | ) | ||
|
|
|||
Denominator: |
||||
Weighted average Class A Common Stock outstanding — basic |
50,785,656 | |||
Incremental Class A Common Stock attributable to dilutive securities |
85,054,317 | |||
|
|
|||
Weighted average Class A Common Stock outstanding — diluted |
135,839,973 | |||
|
|
|||
Net income per Class A Common Stock — basic |
0.33 | |||
|
|
|||
Net income per Class A Common Stock — diluted |
(0.03 | ) | ||
|
|
• | Fathom owns 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 |
• | Our successful and proven acquisition integration playbook for strategic growth opportunities |
Period From |
||||||||||||
December 23 - 31, 2021 (Successor) |
January 1 - December 22, 2021 (Predecessor) |
January 1 - December 31, 2020 (Predecessor) |
||||||||||
Revenue |
$ | 4,840 | $ | 147,356 | $ | 61,289 | ||||||
Cost of revenue |
2,725 | 90,278 | 33,064 | |||||||||
|
|
|
|
|
|
|||||||
Gross profit |
2,115 | 57,078 | 28,225 | |||||||||
Operating expenses |
||||||||||||
Selling, general, and administrative |
3,133 | 37,507 | 24,642 | |||||||||
Depreciation and amortization |
416 | 10,357 | 4,672 | |||||||||
|
|
|
|
|
|
|||||||
Total operating expenses |
3,549 | 47,864 | 29,314 | |||||||||
|
|
|
|
|
|
|||||||
Operating (loss) income |
(1,434 | ) | 9,214 | (1,089 | ) | |||||||
|
|
|
|
|
|
|||||||
Interest expense and other (income) expense |
||||||||||||
Interest expense |
251 | 13,063 | 3,635 | |||||||||
Other expense |
308 | 21,007 | 3,824 | |||||||||
Other income |
(35,460 | ) | (5,174 | ) | (585 | ) | ||||||
|
|
|
|
|
|
|||||||
Total interest expense and other (income) expense, net |
(34,901 | ) | 28,896 | 6,874 | ||||||||
|
|
|
|
|
|
|||||||
Net income (loss) before income tax |
$ | 33,467 | $ | (19,682 | ) | $ | (7,963 | ) | ||||
|
|
|
|
|
|
|||||||
Income tax benefit |
(3 | ) | (3,208 | ) | — | |||||||
Net income (loss) |
$ | 33,470 | $ | (16,474 | ) | $ | (7,963 | ) | ||||
|
|
|
|
|
|
|||||||
Comprehensive loss: |
||||||||||||
Comprehensive loss attributable to Fathom OpCo non-controlling interest (Note 14) |
(968 | ) | — | — | ||||||||
|
|
|
|
|
|
|||||||
Comprehensive income (loss) attributable to Fathom Digital Manufacturing |
34,438 | — | — | |||||||||
Foreign currency translation adjustments |
— | 113 | (68 | ) | ||||||||
Comprehensive income (loss), net of tax |
— | (16,361 | ) | (8,031 | ) | |||||||
|
|
|
|
|
|
Period From |
||||||||||||
December 23 - 31, 2021 (Successor) |
January 1 - December 22, 2021 (Predecessor) |
January 1 - December 31, 2020 (Predecessor) |
||||||||||
Net income (loss) |
$ | 33,470 | $ | (16,474 | ) | $ | (7,963 | ) | ||||
|
|
|
|
|
|
|||||||
Acquisitions expenses (1) |
— | 4,045 | 1,254 | |||||||||
Transaction costs (2) |
— | 12,515 | — | |||||||||
Change in fair value of TRA |
300 | — | — | |||||||||
Change in fair value of Warrant liability (2) |
(8,200 | ) | — | — | ||||||||
Change in fair value of earnout share liabilities (3) |
(27,260 | ) | — | 2,511 | ||||||||
|
|
|
|
|
|
|||||||
Adjusted net income (loss) |
$ | (1,690 | ) | $ | 86 | $ | (4,198 | ) | ||||
|
|
|
|
|
|
(1) | Represents expenses incurred related to business acquisitions; |
(2) | Represents legal, consulting, and auditing costs associated with the Business Combination; |
(3) | Represents the income statement impacts from the change in fair value related to both the Sponsor Earnout Share liability, the Fathom Earnout Share liability, and the warrant liability associated with the Business Combination. |
Period From |
||||||||||||
December 23 - 31, 2021 (Successor) |
January 1 - December 22, 2021 (Predecessor) |
January 1 - December 31, 2020 (Predecessor) |
||||||||||
Net income (loss) |
$ | 33,470 | $ | (16,474 | ) | $ | (7,963 | ) | ||||
|
|
|
|
|
|
|||||||
Depreciation and amortization |
510 | 16,108 | 7,239 | |||||||||
Interest expense, net |
251 | 13,063 | 3,635 | |||||||||
Income tax expense |
(3 | ) | (3,208 | ) | — | |||||||
Contingent consideration (1) |
— | (3,550 | ) | 1,055 | ||||||||
Acquisition expenses (2) |
— | 4,045 | 1,254 | |||||||||
Loss on extinguishment of debt (3) |
— | 2,031 | — | |||||||||
Transaction costs (4) |
— | 12,515 | — | |||||||||
Change in fair value of TRA |
300 | — | — | |||||||||
Change in fair value of Warrant liability (5) |
(8,200 | ) | — | — | ||||||||
Change in fair value of earnout share liabilities (5) |
(27,260 | ) | — | — | ||||||||
Integration, non-recurring, non-operating, cash and non-cash costs(6) |
215 | 10,538 | 5,791 | |||||||||
|
|
|
|
|
|
|||||||
Adjusted EBITDA |
$ | (717 | ) | $ | 35,068 | $ | 11,011 | |||||
|
|
|
|
|
|
(1) | Represents the change in fair value of contingent consideration payable to former owners of acquired businesses; |
(2) | Represents expenses incurred related to business acquisitions; |
(3) | Represents amounts paid to refinance debt in April 2021; |
(4) | Represents legal, consulting and auditing costs associated with the Business Combination; |
(5) | Represents the impacts from the change in fair value related to both the earnout liability and the warrant liability associated with the Business Combination; |
(6) | Represents adjustments for other integration, non-recurring, non-operating, cash and non-cash costs related primarily to integration costs for new acquisitions, severance, and charges for the increase of fair value of inventory related to acquisitions, and management fees paid to Fathom’s principal owner. |
Period From |
||||||||||||
(dollars in thousands) |
December 23 - 31, 2021 (Successor) |
January 1 - December 22, 2021 (Predecessor) |
January 1 - December 31, 2020 (Predecessor) |
|||||||||
Net cash provided by (used in): |
||||||||||||
Operating Activities |
$ | 521 | $ | 7,223 | $ | 1,870 | ||||||
Investing Activities |
$ | — | $ | (76,400 | ) | $ | (96,038 | ) | ||||
Financing Activities |
$ | — | $ | 70,566 | $ | 101,330 | ||||||
Net Change in Cash and Cash Equivalents |
$ |
521 |
$ |
1,389 |
$ |
7,162 |
• | Additive manufacturing can produce highly complex parts using printed materials which would otherwise be extremely difficult to produce via traditional methods. |
• | CNC machining is a subtractive manufacturing process that utilizes a variety of precision computer guided tools. This process yields products with precision and repeatability, while offering high-quality surface finish optionality. |
• | Injection molding offers the ability to rapidly produce complex parts using molten material, formed in molds. This process delivers consistency, quality, and cost-effectiveness for larger-scale production. |
• | Precision sheet metal fabrication involves cutting and bending of metal sheets, resulting in parts which are highly durable. Lower production expenses make this a highly attractive fabrication process for low-volume jobs with fewer timing constraints. |
• | As advances in additive manufacturing make it better suited for higher-volume applications, it is expected to take share from traditional manufacturing processes. Additive manufacturing offers the benefits of speed, part consolidation, weight reduction, and the ability to create complex geometries. |
• | CNC machining has exhibited rapid technological advances over the past five to ten years and has gained significant share as a result. CNC workflow improvements have streamlined the process, reducing costs. |
• | While injection molding production serves a mature market, advances in fast-turnaround applications are driving growth which should not be overlooked. |
• | Precision sheet metal fabrication is projected to grow at an accelerated rate between 2020 and 2025. |
• | Adaptable, scalable platform with nationwide reach. |
• | Broad suite of manufacturing processes, deep technical expertise, and proprietary software platform. |
of manufacturing capabilities eliminates the need for customers to source parts across many single- process competitors or adhere to design constraints imposed by competing national manufacturing platforms and brokerages. This enables our customers to iterate designs faster and reduce time to market. |
• | Strong customer relationships across diverse end-markets. on-demand manufacturing partner of choice. |
• | Highly experienced management team and Board of Directors. |
• | Increased penetration of our existing enterprise-level corporate customer base and expansion through new enterprise-level corporate customers. hands-on, quick-turn prototyping of low-to-mid |
• | Expanded offering of additive manufacturing capabilities. |
• | Capitalizing on outsourcing trends in prototyping and low- to mid-volume manufacturing. in-house capabilities. Based on current industry trends, we expect companies to further rely on outsourced providers for their prototyping and low- to mid-volume manufacturing. We believe we are well-positioned to capture market share as a result of this trend due to our comprehensive capabilities and corporate focus. |
• | Further enhancement of our software and digital capabilities. internet-of-things on-site inventory through the establishment of digitized supply chain management systems. |
• | Continued pursuit of strategic add-on acquisitions. on-demand digital manufacturing company with a highly scalable breadth of manufacturing capabilities. We have optimized our platform to streamline the integration of new companies into the Fathom ecosystem, allowing us to deploy our proprietary playbook and realize synergies. |
• | Engineering and design support. in-house engineers and technical |
professionals as they tackle complex application challenges in the early stages of product development. This consultation service aims to further compress development timelines and costs, while enhancing design for manufacturability and facilitating greater innovation. |
• | Technical responsiveness. |
• | Material expertise. |
• | Additive manufacturing. |
• | CNC machining. +/-0.001” to 0.005”. |
• | Injection molding. low- to high-volume molding needs. |
• | Precision sheet metal fabrication. |
• | Ancillary technologies. |
• | ISO 9001:2015 Certification: |
• | AS9100:2016 Certification: |
• | ISO 13485 Certification: |
• | ITAR-Registration: |
• | NIST 800-171 + NIST 800-53 Compliant: |
• | WISP Compliant: |
• | Quoting. low-volume production and prototyping. This offering allows users to customize items across dimensions, materials, manufacturing processes, finishes, and quantities. Our software allows users to receive quick access to quotes and industry leading expertise to then place an order leading to increased efficiency and expedited turnarounds. |
• | Project management. |
• | Design for manufacturability. |
• | Additive technology expertise and material guidance |
• | Mechanical concept development and industrial design support |
• | Design for additive manufacturing (DFAM) |
• | Design for manufacturing |
• | Proven advanced prototyping methodologies |
• | Bundled support with manufacturing services |
• | Production. |
• | We believe Fathom owns the widest 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 |
• | Our unified digital customer experience supplemented with embedded engineering driven support teams offer customers unique access to our expertise |
• | With our twelve manufacturing facilities spread across all U.S. timezones, we offer our clients turnaround times in as little as 24-hours, nationwide |
• | Fathom provides one of the industry’s only team of dedicated customer-facing engineers, unlocking the broadest parts envelope and providing customers with high-value customized parts |
• | We have earned key manufacturing industry certifications which validate 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 |
• | the provision requiring a 66-2/3% supermajority vote for stockholders to amend the Bylaws; |
• | the provisions providing for the manner of establishing the size of the board and for a classified board (the election and term of our directors); |
• | the provisions regarding resignation and removal of directors; |
• | the provisions regarding entering into business combinations with interested stockholders (requiring at least an 80% supermajority vote); |
• | the provisions precluding stockholder action by written consent; |
• | the provisions regarding calling special meetings of stockholders; |
• | the provisions regarding filling vacancies on our Board and newly created directorships; |
• | the provisions regarding the establishment of Delaware as the exclusive forum for certain types of legal proceedings against Fathom, its directors, officers and employees; |
• | the provisions eliminating monetary damages for breaches of fiduciary duty by a director; and |
• | the amendment provision requiring that the above provisions be amended only with a 66-2/3% supermajority vote. |
• | make nominations in the election of directors; |
• | propose that a director be removed; or |
• | propose any other business to be brought before an annual or special meeting of stockholders. |
• | the stockholder’s name and address; |
• | the number of shares beneficially owned by the stockholder and evidence of such ownership; |
• | the names of all persons with whom the stockholder is acting in concert and a description of all arrangements and understandings with those persons; |
• | a description of any agreement, arrangement or understanding reached with respect to shares of our stock, such as borrowed or loaned shares, short positions, hedging or similar transactions; |
• | a description of the business or nomination to be brought before the meeting and the reasons for conducting such business at the meeting; and |
• | any material interest of the stockholder in such business. |
• | any breach of his duty of loyalty to us or our stockholders; |
• | acts or omissions not in good faith, or which involve intentional misconduct or a knowing violation of law; |
• | unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or |
• | any transaction from which the director derived an improper personal benefit. |
• | any derivative action or proceeding brought on our behalf; |
• | any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders; |
• | any action asserting a claim against us or any director or officer or other employee of ours arising pursuant to any provision of the DGCL, our Charter or our Bylaws; or |
• | any action asserting a claim against us or any director or officer or other employee of ours that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. |
• | in whole and not in part; |
• | at a price of $0.01 per Warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption to each Warrant holder; and |
• | if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant as described under the heading “ — Warrants — Public Shareholders’ Warrants — Anti-Dilution Adjustments |
• | in whole and not in part; |
• | at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A common stock (as defined below) except as otherwise described below; and |
• | if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant as described under the heading “— Warrants — Public Shareholders’ Warrants — Anti-Dilution Adjustments |
Redemption Date (period to expiration of Warrants) |
Fair Market Value of Class A common stock |
|||||||||||||||||||||||||||||||||||
≤ $10.00 |
$11.00 |
$12.00 |
$13.00 |
$14.00 |
$15.00 |
$16.00 |
$17.00 |
≥ $18.00 |
||||||||||||||||||||||||||||
60 months |
0.261 | 0.281 | 0.297 | 0.311 | 0.324 | 0.337 | 0.348 | 0.358 | 0.361 | |||||||||||||||||||||||||||
57 months |
0.257 | 0.277 | 0.294 | 0.310 | 0.324 | 0.337 | 0.348 | 0.358 | 0.361 | |||||||||||||||||||||||||||
54 months |
0.252 | 0.272 | 0.291 | 0.307 | 0.322 | 0.335 | 0.347 | 0.357 | 0.361 | |||||||||||||||||||||||||||
51 months |
0.246 | 0.268 | 0.287 | 0.304 | 0.320 | 0.333 | 0.346 | 0.357 | 0.361 | |||||||||||||||||||||||||||
48 months |
0.241 | 0.263 | 0.283 | 0.301 | 0.317 | 0.332 | 0.344 | 0.356 | 0.361 | |||||||||||||||||||||||||||
45 months |
0.235 | 0.258 | 0.279 | 0.298 | 0.315 | 0.330 | 0.343 | 0.356 | 0.361 | |||||||||||||||||||||||||||
42 months |
0.228 | 0.252 | 0.274 | 0.294 | 0.312 | 0.328 | 0.342 | 0.355 | 0.361 | |||||||||||||||||||||||||||
39 months |
0.221 | 0.246 | 0.269 | 0.290 | 0.309 | 0.325 | 0.340 | 0.354 | 0.361 | |||||||||||||||||||||||||||
36 months |
0.213 | 0.239 | 0.263 | 0.285 | 0.305 | 0.323 | 0.339 | 0.353 | 0.361 | |||||||||||||||||||||||||||
33 months |
0.205 | 0.232 | 0.257 | 0.280 | 0.301 | 0.320 | 0.337 | 0.352 | 0.361 | |||||||||||||||||||||||||||
30 months |
0.196 | 0.224 | 0.250 | 0.274 | 0.297 | 0.316 | 0.335 | 0.351 | 0.361 | |||||||||||||||||||||||||||
27 months |
0.185 | 0.214 | 0.242 | 0.268 | 0.291 | 0.313 | 0.332 | 0.350 | 0.361 | |||||||||||||||||||||||||||
24 months |
0.173 | 0.204 | 0.233 | 0.260 | 0.285 | 0.308 | 0.329 | 0.348 | 0.361 | |||||||||||||||||||||||||||
21 months |
0.161 | 0.193 | 0.223 | 0.252 | 0.279 | 0.304 | 0.326 | 0.347 | 0.361 | |||||||||||||||||||||||||||
18 months |
0.146 | 0.179 | 0.211 | 0.242 | 0.271 | 0.298 | 0.322 | 0.345 | 0.361 | |||||||||||||||||||||||||||
15 months |
0.130 | 0.164 | 0.197 | 0.230 | 0.262 | 0.291 | 0.317 | 0.342 | 0.361 | |||||||||||||||||||||||||||
12 months |
0.111 | 0.146 | 0.181 | 0.216 | 0.250 | 0.282 | 0.312 | 0.339 | 0.361 | |||||||||||||||||||||||||||
9 months |
0.090 | 0.125 | 0.162 | 0.199 | 0.237 | 0.272 | 0.305 | 0.336 | 0.361 | |||||||||||||||||||||||||||
6 months |
0.065 | 0.099 | 0.137 | 0.178 | 0.219 | 0.259 | 0.296 | 0.331 | 0.361 | |||||||||||||||||||||||||||
3 months |
0.034 | 0.065 | 0.104 | 0.150 | 0.197 | 0.243 | 0.286 | 0.326 | 0.361 | |||||||||||||||||||||||||||
0 months |
— | — | 0.042 | 0.115 | 0.179 | 0.233 | 0.281 | 0.323 | 0.361 |
• | 1% of the total number of shares of Fathom Class A common stock then outstanding; or |
• | the average weekly reported trading volume of Fathom’s Class A common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
• | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
• | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials) other than Form 8-K reports; and |
• | at least one year has elapsed from the time that the issuer filed current Form 10-type information with the SEC reflecting its status as an entity that is not a shell company. |
• | each person known to the Company to be the beneficial owner of more than 5% of outstanding Company common stock: |
• | each of the Company’s officers and directors; and |
• | all executive officers and directors of the Company as a group. |
Name and Address of Beneficial Owners |
Number of shares of Fathom Class A common stock |
% |
Number of shares of Fathom Class B common stock |
% |
% of Total Voting Power** |
|||||||||||||||
Directors and Officers of Fathom |
||||||||||||||||||||
Carey Chen (1) |
104,965 | * | — | — | ||||||||||||||||
TJ Chung (1) |
— | — | — | — | ||||||||||||||||
Adam DeWitt (1) |
— | — | — | — | ||||||||||||||||
Dr. Caralynn Nowinski Collens (1) |
— | — | — | — | ||||||||||||||||
David Fisher (1) |
— | — | — | — | ||||||||||||||||
Mark Frost (1) |
134,632 | * | — | — | ||||||||||||||||
Maria Green (1) |
— | — | — | — | ||||||||||||||||
Peter Leemputte (1) |
14,261 | — | — | — | ||||||||||||||||
Ryan Martin (1) |
349,139 | * | — | — | ||||||||||||||||
John May (1) |
86,662,596 | 74.9 | % | 63,377,883 | 75.2 | % | 63.1 | % | ||||||||||||
Robert Nardelli (1) |
183,985 | * | 145,192 | * | * | |||||||||||||||
Richard Stump (1) |
77,587 | * | — | — | * | |||||||||||||||
All Directors and Officers of Fathom as a Group (12 Individuals) |
87,527,165 | 74.9 | % | 63,523,075 | 75.4 | % | 63.8 | % | ||||||||||||
Five Percent Holders |
||||||||||||||||||||
Altimar Sponsor II, LLC (2) |
4,647,500 | 9.0 | % | — | — | 3.4 | % | |||||||||||||
CORE Funds (3) |
85,798,027 | 74.6 | % | 63,377,833 | 75.2 | % | 63.1 | % | ||||||||||||
Siguler Guff Funds (4) |
16,541,865 | 30.7 | % | 2,300,994 | 2.7 | % | 12.2 | % |
* | Less than one percent |
** | Percentage of total voting power represents voting power with respect to all Fathom Class A commonstock and Fathom Class B common stock, as a single class |
(1) | The business address of the holder is 1050 Walnut Ridge Drive, Hartland, WI 53029. |
(2) | The business address of the holder is 40 West 57th Street, 33rd Floor, New York, NY 10019. |
(3) | Represents shares held directly by CORE Industrial Partners Fund I, LP (“CORE Fund I”) and CORE Industrial Partners Fund I Parallel, LP (“CORE Parallel Fund I” and, collectively with CORE Fund I, the “CORE Funds”). CORE Industrial Fund Partners GP I, LLC (“CORE Fund I GP”) is the sole general partner of each of the CORE Funds. John May is the managing member of CORE Fund I GP. Consequently, |
Mr. May and CORE Fund I GP may be deemed the beneficial owners of the shares held by the CORE Funds. The principal business address of each of the CORE Funds and CORE Fund I GP is 150 North Riverside Drive, Suite 2050, Chicago, IL 60606. The principal business address of Mr. May is 201 South Biscayne Boulevard, Suite 1450, Miami, FL 33131. 6,386,341 shares of Class A common stock and New Fathom Units held by the CORE Funds that constitute Earnout Shares (as defined herein) are not reflected in the above table. |
(4) | Represents shares held directly by Siguler Guff Small Buyout Opportunities Fund III, LP (“SBOF III”), Siguler Guff Small Buyout Opportunities Fund III (F), LP (“SBOF III (F)”), Siguler Guff Small Buyout Opportunities Fund III (C), LP (“SBOF III (C)”), Siguler Guff Small Buyout Opportunities III (UK), LP (“SBOF III (UK)”), Siguler Guff HP Opportunities Fund II, LP (“SG HP”), and Siguler Guff Americas Opportunities Fund, LP (“SG Americas” and, together with SBOF III, SBOF III (F), SBOF III (C), SBOF III (UK) and SG HP the “SG Funds”). SBOF III, SBOF III (F) and SBOF III (C) are each controlled by Siguler Guff SBOF III GP, LLC (“SBOF III GP”). SBOF III (UK) is controlled by Siguler Guff SBOF III (UK) GP, LLP (“SBOF III (UK) GP”). SG HP is controlled by Siguler Guff HP II GP, LLC (“SG HP GP”). SG Americas is controlled by Siguler Guff Americas GP, LLC (“SG Americas GP” and together with SBOF III GP, SBOF III (UK) GP and SG HP GP, the “SG GPs”). Each of the SG GPs is controlled by its sole member, Siguler Guff Capital, LP, which is controlled by Andrew Guff and George Siguler. Consequently, the SG GPs, Siguler Guff Capital, LP, Andrew Guff and George Siguler may be deemed the beneficial owners of the shares held by the SG Funds. The principal business address of SBOF III (UK) and SBOF III (UK) GP is 3rd Floor North Side Dukes Court, 32 Duke Street, St James’s, London SW1Y 6DF. The principal business address of the SG Funds (except for SBOF III (UK)), the SG GPs (except for SBOF III (UK) GP), Siguler Guff Capital, LP, Andrew Guff and George Siguler is 200 Park Ave, 23rd Floor, New York, NY 10166. |
Before the Offering |
After the Offering |
|||||||||||||||||||||||||||||||
Name of Selling Stockholder |
Number of Shares of Class A Common Stock (including shares of Class A Common Stock underlying the Private Placement Warrants, as applicable) |
Number of Warrants |
Number of Shares of Class A Common Stock Being Offered |
Number of Warrants Being Offered |
Number of Shares of Class A Common Stock (including shares of Class A Common Stock underlying the Private Placement Warrant(s)) |
% |
Warrants |
% |
||||||||||||||||||||||||
CORE Industrial Partners Fund I, L.P. (1) |
68,095,391 | — | 68,095,391 | — | — | — | — | — | ||||||||||||||||||||||||
CORE Industrial Partners Fund I Parallel, LP (2) |
25,144,880 | — | 25,144,880 | — | — | — | — | — | ||||||||||||||||||||||||
Siguler Guff Small Buyout Opportunities Fund III (T), LP (3) |
2,471,425 | — | 2,471,425 | — | — | — | — | — | ||||||||||||||||||||||||
Siguler Guff Small Buyout Opportunities Fund III, LP (4) |
9,234,662 | — | 9,234,662 | — | — | — | — | — | ||||||||||||||||||||||||
Siguler Guff Small Buyout Opportunities Fund III (F), LP (5) |
1,671,937 | — | 1,671,937 | — | — | — | — | — | ||||||||||||||||||||||||
Siguler Guff Small Buyout Opportunities Fund III (C), LP (6) |
252,397 | — | 252,397 | — | — | — | — | — | ||||||||||||||||||||||||
Siguler Guff Small Buyout Opportunities III (UK), LP (7) |
64,246 | — | 64,246 | — | — | — | — | — | ||||||||||||||||||||||||
Siguler Guff HP Opportunities Fund II, LP (8) |
2,595,862 | — | 2,595,862 | — | — | — | — | — | ||||||||||||||||||||||||
Siguler Guff Americas Opportunities Fund, LP (9) |
1,477,668 | — | 1,477,668 | — | — | — | — | — | ||||||||||||||||||||||||
Keidl Family Holdings, Inc. (10) |
2,927,074 | — | 2,927,074 | — | — | — | — | — | ||||||||||||||||||||||||
Kemeera Holdings, Inc. (11) |
3,405,263 | — | 3,405,263 | — | — | — | — | — | ||||||||||||||||||||||||
ICO Products, LLC (12) |
3,743,751 | — | 3,743,751 | — | — | — | — | — | ||||||||||||||||||||||||
Robert L. Nardelli (13) |
155,998 | — | 155,998 | — | — | — | — | — | ||||||||||||||||||||||||
Oldcut, Inc. (14) |
3,515,495 | — | 3,515,495 | — | — | — | — | — | ||||||||||||||||||||||||
SBOF IV Incodema Holdings, LLC (15) |
826,297 | — | 826,297 | — | — | — | — | — | ||||||||||||||||||||||||
Southern Methodist University (16) |
2,353,451 | — | 2,353,451 | — | — | — | — | — | ||||||||||||||||||||||||
Fat Stacks, LLC (17) |
2,460,864 | — | 2,460,864 | — | — | — | — | — | ||||||||||||||||||||||||
Dahlquist Machine Holdco, Inc. (18) |
615,228 | — | 615,228 | — | — | — | — | — | ||||||||||||||||||||||||
Altimar Sponsor II, LLC (19) |
15,815,000 | 9,900,000 | 15,815,000 | 9,900,000 | — | — | — | — | ||||||||||||||||||||||||
Kevin Beebe (20) |
17,500 | — | 17,500 | — | — | — | — | — | ||||||||||||||||||||||||
Payne Brown (21) |
17,500 | — | 17,500 | — | — | — | — | — | ||||||||||||||||||||||||
Rick Jelinek (22) |
17,500 | — | 17,500 | — | — | — | — | — | ||||||||||||||||||||||||
Roma Khanna (23) |
17,500 | — | 17,500 | — | — | — | — | — | ||||||||||||||||||||||||
Michael Rubenstein (24) |
17,500 | — | 17,500 | — | — | — | — | — | ||||||||||||||||||||||||
Vijay Sondhi (25) |
17,500 | — | 17,500 | — | — | — | — | — | ||||||||||||||||||||||||
Michael Vorhaus (26) |
17,500 | — | 17,500 | — | — | — | — | — |
* | Represents beneficial ownership of less than one percent. |
(1) | Consists of (i) 63,377,883 shares of Class A common stock that may be issuable upon the exchange of the same number of New Fathom Units (and shares of Class B common stock), and (ii) 4,717,507 shares of Class A common stock that may be issuable upon the exchange of Earnout Units (with a corresponding number of shares of Class B common stock). The business address of the Selling Stockholder is 150 N. Riverside Plaza, Suite #2050, Chicago, IL 60606. |
(2) | Consists of (i) 22,420,144 shares of Class A common stock, and (ii) 2,724,736 Earnout Shares. The business address of the Selling Stockholder is 150 N. Riverside Plaza, Suite #2050, Chicago, IL 60606. |
(3) | Consists of (i) 2,300,994 shares of Class A common stock that may be issuable upon the exchange of the same number of New Fathom Units (and shares of Class B common stock), and (ii) 170,431 shares of Class A common stock that may be issuable upon the exchange of Earnout Units (with a corresponding number of shares of Class B common stock). The business address of the Selling Stockholder is 200 Park Avenue, 23rd Floor, New York, NY 10166. |
(4) | Consists of (i) 8,597,214 shares of Class A common stock and (ii) 637,448 Earnout Shares. The business address of the Selling Stockholder is 200 Park Avenue, 23rd Floor, New York, NY 10166. |
(5) | Consists of (i) 1,556,527 shares of Class A common stock and (ii) 115,410 Earnout Shares. The business address of the Selling Stockholder is 200 Park Avenue, 23rd Floor, New York, NY 10166. |
(6) | Consists of (i) 234,974 shares of Class A common stock and (ii) 17,422 Earnout Shares. The business address of the Selling Stockholder is 200 Park Avenue, 23rd Floor, New York, NY 10166. |
(7) | Consists of (i) 59,812 shares of Class A common stock and (ii) 4,435 Earnout Shares. The business address of the Selling Stockholder is 200 Park Avenue, 23rd Floor, New York, NY 10166. |
(8) | Consists of (i) 2,416,676 shares of Class A common stock and (ii) 179,187 Earnout Shares. The business address of the Selling Stockholder is 200 Park Avenue, 23rd Floor, New York, NY 10166. |
(9) | Consists of (i) 1,375,668 shares of Class A common stock and (ii) 102,000 Earnout Shares. The business address of the Selling Stockholder is 200 Park Avenue, 23rd Floor, New York, NY 10166. |
(10) | Consists of (i) 2,726,156 shares of Class A common stock that may be issuable upon the exchange of the same number of New Fathom Units (and shares of Class B common stock), and (ii) 200,918 shares of Class A common stock that may be issuable upon the exchange of Earnout Units (with a corresponding number of shares of Class B common stock). The business address of the Selling Stockholder is 1009 Admiralty Parade, Naples, FL 34102. |
(11) | Consists of (i) 3,169,706 shares of Class A common stock that may be issuable upon the exchange of the same number of New Fathom Units (and shares of Class B common stock), and (ii) 235,556 shares of Class A common stock that may be issuable upon the exchange of Earnout Units (with a corresponding number of shares of Class B common stock). The business address of the Selling Stockholder is 497 Del Amigo Road, Danville, CA 94526. |
(12) | Consists of (i) 3,484,423 shares of Class A common stock that may be issuable upon the exchange of the same number of New Fathom Units (and shares of Class B common stock), and (ii) 259,329 shares of Class A common stock that may be issuable upon the exchange of Earnout Units (with a corresponding number of shares of Class B common stock). The business address of the Selling Stockholder is 6415 Angola Road, Holland, OH 43528. |
(13) | Consists of (i) 145,192 shares of Class A common stock that may be issuable upon the exchange of the same number of New Fathom Units (and shares of Class B common stock), and (ii) 10,806 shares of Class A common stock that may be issuable upon the exchange of Earnout Units (with a corresponding number of shares of Class B common stock). The business address of the Selling Stockholder is 1250 W. Garmon Road, NW, Atlanta, GA 30327. |
(14) | Consists of (i) 3,270,699 shares of Class A common stock that may be issuable upon the exchange of the same number of New Fathom Units (and shares of Class B common stock), and (ii) 247,796 shares of Class A common stock that may be issuable upon the exchange of Earnout Units (with a corresponding number of shares of Class B common stock). The business address of the Selling Stockholder is 300 Portland Point, Lansing, NY 14882. |
(15) | Consists of (i) 786,758 shares of Class A common stock that may be issuable upon the exchange of the same number of New Fathom Units (and shares of Class B common stock), and (ii) 57,538 shares of Class A common stock that may be issuable upon the exchange of Earnout Units (with a corresponding number of shares of Class B common stock). The business address of the Selling Stockholder is 200 Park Avenue, 23rd Floor, New York, NY 10166. |
(16) | Consists of (i) 2,189,571 shares of Class A common stock that may be issuable upon the exchange of the same number of New Fathom Units (and shares of Class B common stock), and (ii) 163,880 shares of Class A common stock that may be issuable upon the exchange of Earnout Units (with a corresponding number of shares of Class B common stock). The business address of the Selling Stockholder is 6116 N. Central Expressway, Suite 1210, Dallas, TX 75206. |
(17) | Consists of (i) 2,289,262 shares of Class A common stock that may be issuable upon the exchange of the same number of New Fathom Units (and shares of Class B common stock), and (ii) 171,602 shares of Class A common stock that may be issuable upon the exchange of Earnout Units (with a corresponding number of shares of Class B common stock). The business address of the Selling Stockholder is 1951 W. 155th Place, Broomfield, CO 80023. |
(18) | Consists of (i) 572,357 shares of Class A common stock that may be issuable upon the exchange of the same number of New Fathom Units (and shares of Class B common stock), and (ii) 42,901 shares of Class A common stock that may be issuable upon the exchange of Earnout Units (with a corresponding number of shares of Class B common stock). The business address of the Selling Stockholder is 21133 Basalt Street NW, Nowthen, MN 55330. |
(19) | Consists of (i) 4,647,500 shares of Class A common stock held by the Sponsor directly following the closing of the Business Combination, (ii) 9,900,000 shares of Class A common stock which may be acquired by the Sponsor upon the exercise of the Sponsor’s Private Placement Warrants and (iii) 1,267,500 Sponsor Earnout Shares. Altimar Sponsor II, LLC is a Delaware limited liability company. The business address of the Selling Stockholder is 40 West 57th Street, 33rd Floor, New York, NY 10019. |
(20) | Consists of 17,500 shares of Class A common stock held directly by Kevin Beebe, a U.S. citizen. The business address of the Selling Stockholder is 40 West 57th Street, 33rd Floor, New York, NY 10019. |
(21) | Consists of 17,500 shares of Class A common stock held directly by Payne Brown, a U.S. citizen. The business address of the Selling Stockholder is 40 West 57th Street, 33rd Floor, New York, NY 10019. |
(22) | Consists of 17,500 shares of Class A common stock held directly by Rick Jelinek, a U.S. citizen. The business address of the Selling Stockholder is 40 West 57th Street, 33rd Floor, New York, NY 10019. |
(23) | Consists of 17,500 shares of Class A common stock held directly by Roma Khanna, a U.S. citizen. The business address of the Selling Stockholder is 40 West 57th Street, 33rd Floor, New York, NY 10019. |
(24) | Consists of 17,500 shares of Class A common stock held directly by Michael Rubenstein, a U.S. citizen. The business address of the Selling Stockholder is 40 West 57th Street, 33rd Floor, New York, NY 10019. |
(25) | Consists of 17,500 shares of Class A common stock held directly by Vijay Sondhi, a U.S. citizen. The business address of the Selling Stockholder is 40 West 57th Street, 33rd Floor, New York, NY 10019. |
(26) | Consists of 17,500 shares of Class A common stock held directly by Michael Vorhaus, a U.S. citizen. The business address of the Selling Stockholder is 40 West 57th Street, 33rd Floor, New York, NY 10019. |
Name |
Position |
Age |
||||
Carey Chen |
Director | 49 | ||||
TJ Chung |
Director | 58 | ||||
Dr. Caralynn Nowinski Collens |
Director | 43 | ||||
Adam DeWitt |
Director | 49 | ||||
David Fisher |
Director | 52 | ||||
Mark Frost |
Chief Financial Officer | 58 | ||||
Maria Green |
Director | 69 | ||||
Peter Leemputte |
Director | 64 | ||||
Ryan Martin |
Director and Chief Executive Officer | 43 | ||||
John May |
Director | 50 | ||||
Robert Nardelli |
Director | 73 | ||||
Richard Stump |
Chief Commercial Officer | 41 |
• | Our Class I directors are Caralynn Nowinski Collens, Adam DeWitt and Ryan Martin, and their initial term will expire at the initial annual meeting of stockholders for the calendar year ended December 31, 2022. |
• | Our Class II directors are Maria Green, Peter Leemputte and Robert Nardelli, and their terms will expire at the annual meeting of stockholders for the calendar year ended December 31, 2023. |
• | Our Class III directors are Carey Chen, TJ Chung, David Fisher and John May, and their terms will expire at the annual meeting of stockholders for the calendar year ended December 31, 2024. |
• | the presumption that directors are acting in good faith, on an informed basis, and with a view to the best interests of us and our stockholders has been rebutted; and |
• | it is proven that the director’s act or failure to act constituted a breach of his or her fiduciary duties as a director and such breach involved intentional misconduct, a knowing violation of law or receipt of an improper personal benefit. |
• | Ryan Martin, Chief Executive Officer; |
• | Richard Stump, Chief Commercial Officer; and |
• | Mark Frost, Chief Financial Officer. |
Name and Position |
Year |
Salary ($) |
Bonus ($) (1) |
Stock Awards ($) (2) |
Non-Equity Incentive Plan Compensation ($) (3) |
All Other Compensation ($) (4) |
Total ($) |
|||||||||||||||||||||
Ryan Martin |
2021 | $ | 335,827 | $ | 100,000 | $ | 13,965,579 | $ | 231,800 | $ | 29,539 | $ | 14,662,745 | |||||||||||||||
Chief Executive Officer |
2020 | $ | 311,539 | — | — | $ | 124,875 | $ | 23,275 | $ | 459,689 | |||||||||||||||||
Richard Stump |
2021 | $ | 294,279 | $ | 50,000 | $ | 5,431,059 | $ | 163,833 | $ | 11,600 | $ | 5,950,771 | |||||||||||||||
Chief Commercial Officer |
2020 | $ | 247,436 | — | — | $ | 842,500 | $ | 6,154 | $ | 1,096,000 | |||||||||||||||||
Mark Frost (5) |
2021 | $ | 225,000 | — | $ | 5,385,282 | $ | 163,883 | $ | 40,293 | $ | 5,814,458 | ||||||||||||||||
Chief Financial Officer |
2020 | — | — | — | — | — | — |
(1) | The amounts reported in this column for Messrs. Martin and Stump in 2021 represent retention bonuses paid on December 28, 2021 following the closing of the Business Combination. |
(2) | The amounts in this column represent the aggregate fair value of phantom units granted to each NEO, determined in accordance with ASC Topic 718. The assumptions that we used with respect to the valuation |
of equity awards are set forth in Note 12 to our consolidated financial statements attached hereto. Twenty-five percent of the phantom units were subject to service-vesting and 75% of the phantom units were subject to performance-vesting (described in more detail under “— Equity Incentive Awards”). The value of the performance-vesting phantom units is based on the probable outcome of the performance conditions (at the grant date) in accordance with ASC Topic 718, assuming no forfeiture, and also represents the value of the award at the grant date assuming that the highest level of performance conditions will be achieved. |
(3) | The amounts in this column represent the annual performance bonus amounts paid under the Company’s short-term incentive plans (as described in more detail under “— Annual Cash Bonuses”). |
(4) | The amounts in this column represent 401(k) plan matching contributions made to each NEO, an annual amount representing Mr. Martin’s $6,428 premium reimbursement for individual life insurance and $1,000 per month auto allowance, and $35,293 representing Fathom’s reimbursement of relocation, temporary housing and travel expenses incurred by Mr. Frost in connection with his relocation near Fathom’s offices, which reimbursement amount include as $13,457 tax gross-up. |
(5) | Mr. Frost first began his employment with Fathom on April 19, 2021 and as such, was not an NEO in 2020. |
Stock Awards (1) |
||||||||||||||||
Name |
Number of Shares or Units of Stock that have not Vested (#) (2) |
Market Value of Shares or Units of Stock that have not Vested ($) (3) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights that have not Vested(#) (4) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights that have not Vested ($) (3) |
||||||||||||
Ryan Martin (5) |
232,759 | $ | 1,843,452 | 1,629,317 | $ | 12,904,191 | ||||||||||
Richard Stump (7) |
77,587 | $ | 614,490 | 543,106 | $ | 4,301,400 | ||||||||||
Mark Frost (8) |
— | — |
538,528 | $ | 4,265,142 |
(1) | All awards reflected in this table were granted under the 2021 Omnibus Plan as substitute awards for pre-closing phantom units under the Combined Phantom Plan, as explained in more detail above under “2021 Omnibus Incentive Plan.” |
(2) | The figures in this column represent outstanding awards of time-based restricted stock units (“RSUs”). Messrs. Martin and Stump’s awards vest in two equal installments on January 7, 2022 and January 7, 2023 for Mr. Martin and September 23, 2022 and September 23, 2023 for Mr. Stump, in each case subject to the NEO’s continued service with Fathom through each applicable vesting date. The shares received upon vesting will be subject to the Fathom Transfer Restrictions. |
(3) | For purposes of this table, the market value of the RSUs and restricted stock is determined by multiplying the number of shares by $7.92, the closing price of one share of Fathom Class A common stock on December 31, 2021. |
(4) | The figures in this column represent (i) outstanding performance-based RSUs that vest subject to the NEOs continued service through each of the following vesting events: (a) 25% of the RSUs will vest if the CORE Investors and the CORE Affiliates collectively Sell-Down an Investor Cumulative Sale Percentage equal to at least 60%; (b) 25% of the RSUs will vest if the CORE Investors and the CORE Affiliates collectively Sell-Down an Investor Cumulative Sale Percentage equal to at least 80%; and (c) 50% of the RSUs will vest if the CORE Investors and the CORE Affiliates collectively Sell-Down an Investor Cumulative Sale Percentage equal to at least 95%, and (ii) outstanding restricted shares that vest subject to the NEO’s continued service on the date Fathom files its Form S-8 for its 2021 Omnibus Plan. The shares received upon vesting of the restricted shares will be subject to the Fathom Transfer Restrictions. |
(5) | Mr. Martin’s original MCT Phantom Units were granted on April 8, 2019, with such units being substituted with phantom units under the Combined Phantom Plans on July 7, 2021 and in turn subsequently substituted with RSUs and restricted shares granted under the 2021 Omnibus Plan on the Closing Date; Mr. Martin’s vesting commencement date was his first day of employment, January 7, 2019. |
(6) | 50% of Mr. Stump’s original MCT Phantom Units equity awards were granted on December 23, 2019 and 50% were granted on April 9, 2021, with such units being substituted with phantom units under the Combined Phantom Plans on July 7, 2021 and in turn subsequently substituted with RSUs and restricted shares granted under the 2021 Omnibus Plan on the Closing Date; Mr. Stump’s vesting commencement date for all awards was his first day of employment, September 23, 2019. |
(7) | Mr. Frost’s original Combined Phantom Plan Phantom Units were granted on July 7, 2021 with such units either vesting or being substituted with RSUs and restricted shares under the 2021 Omnibus Plan on the Closing Date; Mr. Frost’s vesting commencement date for all awards was his first day of employment, April 19, 2021. |
• | any person who is, or at any time during the applicable period was, one of the Fathom’s officers or one of Fathom’s directors; |
• | any person who is known by Fathom to be the beneficial owner of more than five percent (5%) of its voting stock; |
• | any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law sister-in-law |
• | any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a ten percent (10%) or greater beneficial ownership interest. |
Name (1) |
Stock Awards ($) (2) |
Total ($) |
||||||
TJ Chung (3) |
— | — | ||||||
John May (3) |
— | — | ||||||
Robert Nardelli |
$ | 236,925 | $ | 236,925 | ||||
Carey Chen |
$ | 236,925 | $ | 236,925 | ||||
Dr. Caralynn Nowinski Collens |
$ | 236,925 | $ | 236,925 | ||||
Adam DeWitt |
$ | 236,925 | $ | 236,925 | ||||
David Fischer |
$ | 236,925 | $ | 236,925 | ||||
Maria Green |
$ | 236,925 | $ | 236,925 | ||||
Peter Leemputte |
$ | 236,925 | $ | 236,925 |
(1) | Each individual became a non-employee director of Fathom on December 23, 2021. |
(2) | The amount reported in the “Stock Awards” column represent the aggregate grant date fair value of RSU awards granted to our non-employee directors (other than Messrs. Chung and May), computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718 based on the closing price of one share of Fathom common stock on December 23, 2021. As described below under “Director Compensation Program,” each of our non-employee directors (other than Messrs. Chung and May) received an initial RSU grant (consisting of 22,500 RSUs) under the 2021 Omnibus Plan in connection with the closing of the Business Combination. As of December 31, 2021, our non-employee directors (other than Messrs. Chung and May) each held an aggregate 22,500 unvested RSUs that were granted in connection with their service as a non-employee director of Fathom. |
(3) | Messrs. Chung and May were not eligible for director compensation in 2021. |
• | An annual cash retainer of $50,000; |
• | An initial equity award of 22,500 RSUs and an annual equity award with a target grant date fair value equal to $150,000, to be granted each year at the annual meeting of the Company’s stockholders; |
• | An annual cash retainer of $20,000 for the chair of the audit committee, $15,000 for the chair of the compensation committee and $10,000 for the chair of the nominating and corporate governance committee; |
• | An annual cash retainer of $10,000 for other members of the audit committee, $7,500 for other members of the compensation committee, and $5,000 for other members of the nominating and corporate governance committee; and |
• | An additional annual retainer of $50,000 for serving as our non-executive chair and, if applicable, $20,000 for serving as our lead director. |
• | financial institutions or financial services entities; |
• | broker-dealers; |
• | governments or agencies or instrumentalities thereof; |
• | regulated investment companies; |
• | real estate investment trusts; |
• | expatriates or former long-term residents of the United States; |
• | persons that actually or constructively own five percent or more (by vote or value) of our shares; |
• | persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation; |
• | insurance companies; |
• | dealers or traders subject to a mark-to-market |
• | persons holding our securities shares as part of a “straddle,” constructive sale, hedge, conversion or other integrated or similar transaction; |
• | U.S. Holders (as defined below) whose functional currency is not the U.S. dollar; |
• | partnerships (or entities or arrangements classified as partnerships or other pass-through entities for U.S. federal income tax purposes) and any beneficial owners of such partnerships; |
• | tax-exempt entities; |
• | U.S. Holders (as defined below) that hold our securities through a non-U.S. broker or other non-U.S. intermediary; |
• | persons who are, or may become, subject to the expatriation provisions of the Code; |
• | persons that are subject to “applicable financial statements rules” under section 451(b) of the Code: |
• | controlled foreign corporations; and |
• | passive foreign investment companies. |
• | an individual who is a citizen or resident of the United States as determined for U.S. federal income tax purposes; |
• | a corporation (or other entity taxable as a corporation) organized in or under (or treated for U.S. federal income tax purposes as organized in or under) the laws of the United States, any state thereof or the District of Columbia; |
• | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
• | a trust, if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as defined in the Code) have authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under Treasury Regulations to be treated as a United States person. |
• | a non-resident alien individual (other than certain former citizens and residents of the United States subject to U.S. tax as expatriates); |
• | a foreign corporation; or |
• | an estate or trust that is not a U.S. Holder; |
• | the gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business within the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. Holder); or |
• | we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. Holder held our securities, and, in the case where shares of our Class A common stock are regularly traded on an established securities market, the Non-U.S. Holder has owned, directly or constructively, more than 5% of our Class A common stock at any time within the shorter of the five- year period preceding the disposition or such Non-U.S. Holder’s holding period for the shares of our Class A common stock. There can be no assurance that our Class A common stock will be treated as regularly traded on an established securities market for this purpose. These rules may be modified for Non-U.S. Holders of Warrants. If we are or have been a “United States real property holding corporation” and you own Warrants, you are urged to consult your own tax advisor regarding the application of these rules. |
• | purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; |
• | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
• | block trades in which the broker-dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | an over-the-counter |
• | through one or more underwritten offerings on a firm commitment or best efforts basis; |
• | settlement of short sales entered into after the date of this prospectus; |
• | agreements with broker-dealers to sell a specified number of the securities at a stipulated price per share; |
• | in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
• | directly to purchasers, including through a specific bidding, auction or other process or in privately negotiated transactions; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | through a distribution by a Selling Stockholder or its affiliates to its partners, members or stockholders; |
• | through a combination of any of the above methods of sale; or |
• | any other method permitted pursuant to applicable law. |
F-2 |
||||
Consolidated Financial Statements |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-6 |
||||
F-7 |
||||
F-8 |
December 31, | ||||||||
2021 (Successor) |
2020 (Predecessor) |
|||||||
Assets |
||||||||
Current assets |
||||||||
Cash |
$ | |||||||
Accounts receivable, net |
||||||||
Inventory |
||||||||
Prepaid expenses and other current assets |
||||||||
Total current assets |
||||||||
Property and equipment, net |
||||||||
Intangible assets, net |
||||||||
Goodwill |
||||||||
Other non-current assets |
||||||||
Total assets |
$ |
|||||||
Liabilities and Shareholders’ Equity |
||||||||
Current liabilities |
||||||||
Accounts payable (1) |
||||||||
Accrued expenses |
||||||||
Other current liabilities |
||||||||
Contingent consideration |
||||||||
Current portion of debt |
||||||||
Total current liabilities |
||||||||
Long-term debt, net |
||||||||
Fathom earnout shares liability |
||||||||
Sponsor earnout shares liability |
||||||||
Long-term contingent consideration |
||||||||
Deferred tax liability |
||||||||
Other noncurrent liabilities |
||||||||
Warrant liability |
||||||||
Payable to related parties pursuant to the tax receivable agreement |
||||||||
Total liabilities |
||||||||
Commitments and Contingencies: |
||||||||
Contingently Redeemable Preferred Equity: |
||||||||
Class A contingently redeemable preferred units; $ |
||||||||
Redeemable non-controlling interest in Fathom OpCo |
||||||||
Shareholders’ and Members’ Equity: |
||||||||
Class A common stock, $ |
||||||||
Class B common stock, $ |
||||||||
Class C common stock, $ par value; |
||||||||
Preferred Stock, $ par value; |
||||||||
Class A common units; $ |
||||||||
Class B common units; $ |
||||||||
Additional paid-in-capital |
||||||||
Accumulated other comprehensive loss |
( |
) | ||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Members’ equity |
||||||||
Shareholders’ equity attributable to Fathom Digital Manufacturing Corporation |
||||||||
Total Members’ Equity and Class A contingently redeemable preferred equity (Predecessor) |
||||||||
Total Liabilities, Shareholders’ Equity, Members’ Equity, Redeemable Non-Controlling Interest and Class A Contingently Redeemable Preferred Equity |
$ |
|||||||
(1) | Inclusive of accounts payable to related parties of $ |
(2) | See accompanying notes to the consolidated financial statements. |
Period From |
||||||||||||||||
December 23 - 31, 2021 (Successor) |
January 1 - December 22, 2021 (Predecessor) |
January 1 - December 31, 2020 (Predecessor) |
||||||||||||||
Revenue |
$ | $ | $ | |||||||||||||
Cost of revenue (1)(2) |
||||||||||||||||
Gross profit |
||||||||||||||||
Operating expenses |
||||||||||||||||
Selling, general, and administrative (3) |
||||||||||||||||
Depreciation and amortization |
||||||||||||||||
Total operating expenses |
||||||||||||||||
Operating (loss) income |
( |
) | ( |
) | ||||||||||||
Interest expense and other (income) expense |
||||||||||||||||
Interest expense |
||||||||||||||||
Other expense |
||||||||||||||||
Other income |
( |
) | ( |
) | ( |
) | ||||||||||
Total interest expense and other (income) expense, net |
( |
) |
||||||||||||||
Net income (loss) before income tax |
$ | $ | ( |
) | $ | ( |
) | |||||||||
Income tax benefit |
( |
) | ( |
) | — | |||||||||||
Net income (loss) |
$ | $ | ( |
) | $ | ( |
) | |||||||||
Comprehensive income (loss): |
||||||||||||||||
Comprehensive loss attributable to Fathom OpCo non-controlling interest (Note 14) |
( |
) | — | — | ||||||||||||
Comprehensive income attributable to Fathom |
— | — | ||||||||||||||
Foreign currency translation adjustments |
— | ( |
) | |||||||||||||
Comprehensive loss, net of tax |
— | ( |
) | ( |
) | |||||||||||
Earnings per Share: |
||||||||||||||||
Net income (loss) per unit attributable to Class A and Class B common unit holders (4) |
||||||||||||||||
Basic and Diluted |
$ | ( |
) | $ | ( |
) | ||||||||||
Weighted average Class A and Class B units outstanding |
||||||||||||||||
Basic and Diluted |
||||||||||||||||
Net income (loss) per share attributable to shares of Class A common stock |
$ | |||||||||||||||
Basic |
$ | |||||||||||||||
Diluted |
||||||||||||||||
Weighted average shares outstanding |
||||||||||||||||
Basic |
||||||||||||||||
Diluted |
(1) | Inclusive of $ |
(2) | Inclusive of $ |
(3) | Inclusive of $ |
(4) | Basic and diluted net loss per unit amounts are the same for both Class A common units and Class B common units. See Note 13. |
(5) | See accompanying notes to the consolidated financial statements. |
Class A Common Shares |
Class B Common Shares |
|||||||||||||||||||||||||||||||||||
Successor: |
Shares |
Amount |
Shares |
Amount |
Additional Paid-in Capital |
Accumulated Deficit |
Total Equity Attributable to Fathom |
Redeemable Noncontrolling Interest |
||||||||||||||||||||||||||||
Balance at December 23, 2021 |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||||||||||
Equity based compensation |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||
Net income |
— | $ | — | — | $ | — | $ | — | $ | $ | $ | ( |
) | |||||||||||||||||||||||
Balance at December 31, 2021 |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||||||||||
(1) | See accompanying notes to the consolidated financial statements. |
Class A Contingently Redeemable Preferred Equity |
Class A Common Units |
Class B Common Units |
Accumulated Other Comprehensive |
|||||||||||||||||||||||||||||||||||||
Predecessor |
Number of Units |
Amount |
Shares |
Amount |
Shares |
Amount |
Accumulated Deficit |
Accumulated Other Comprehensive Income (Loss) |
Total |
|||||||||||||||||||||||||||||||
Balance at January 1, 2020 |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||||||||||||||
Members’ contributions |
— | — | ||||||||||||||||||||||||||||||||||||||
Share based compensation |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Issuance of member interests |
— | — | — | — | ||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||||||||||||
Foreign currency translation adjustment |
— | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||
Balance at December 31, 2020 |
( |
) | ( |
) | $ | |||||||||||||||||||||||||||||||||||
Balance at January 1, 2021 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||||||||||
Share based compensation |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||||||||||||
Foreign currency translation adjustment |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Balance at December 22, 2021 |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||||||||||||||
(1) | See accompanying notes to the consolidated financial statements. |
Period From |
||||||||||||||||
December 23 - December 31, 2021 (Successor) |
January 1 - December 22, 2021 (Predecessor) |
January 1 - December 31, 2020 (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 |
||||||||||||||||
Loss on disposal of property, plant and equipment |
||||||||||||||||
Loss on extinguishment of debt |
||||||||||||||||
Gain on PPP forgiveness |
( |
) | ||||||||||||||
Foreign currency translation adjustment |
( |
) | ||||||||||||||
Bad debt expense |
||||||||||||||||
Share-based compensation |
||||||||||||||||
Deferred taxes |
( |
) | ||||||||||||||
Non-controlling interest |
( |
) | ||||||||||||||
Change in fair value of Fathom earnout shares liability |
( |
) | ( |
) | ||||||||||||
Change in fair value of sponsors earnout shares liability |
( |
) | ||||||||||||||
Change in fair value of tax receivable agreement |
||||||||||||||||
Change in fair value of Warrant liability |
( |
) | ||||||||||||||
Amortization of debt financing costs |
||||||||||||||||
Changes in operating assets and liabilities that 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 |
( |
) | ( |
) | ||||||||||||
Proceeds from term loan and revolver |
||||||||||||||||
Payment of debt issuance costs |
( |
) | ( |
) | ||||||||||||
Proceeds from issuance of members’ units |
||||||||||||||||
Distributions to unitholders |
— | — | — | |||||||||||||
Cash paid for contingent consideration |
( |
) | ( |
) | ||||||||||||
Net cash provided by financing activities |
||||||||||||||||
Net 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 per Note 17 |
||||||||||||||||
Significant non-cash transactions: |
||||||||||||||||
Issuance of member interests for acquisitions |
||||||||||||||||
Initial recognition of contingent consideration for acquisitions |
(1) | See accompanying notes to the consolidated financial statements. |
Total |
||||
Consideration Transferred: |
||||
Total cash consideration |
$ | |||
Fathom earnout shares |
||||
Class A common stock transferred |
||||
TRA obligations to the sellers |
||||
Total consideration transferred to sellers |
||||
Non-controlling interest |
||||
Fair value of total consideration transferred |
$ | |||
Total |
||||
Assets acquired: |
||||
Cash and cash equivalents |
$ | |||
Accounts receivable, net |
||||
Inventory |
||||
Prepaid expenses |
||||
Other current assets |
||||
Property and equipment, net |
||||
Goodwill |
||||
Intangible assets |
||||
Other assets |
||||
Total assets acquired |
||||
Liabilities assumed: |
||||
Accounts payable |
||||
Taxes payable |
||||
Accrued expenses |
||||
Current portion—long-term debt |
||||
Deferred revenue |
||||
Other current liabilities |
||||
Other long-term liabilities |
||||
Total liabilities assumed |
||||
Net identifiable assets acquired |
$ |
|||
Identifiable Intangible Assets |
Provisional fair value |
Provisional useful life (in years) | ||||
Trade name |
$ | |||||
Customer relationships |
||||||
Developed software |
||||||
Developed technology |
||||||
$ |
||||||
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Pro forma revenue |
$ | $ | ||||||
Pro forma net (loss) |
( |
) | ( |
) | ||||
Pro forma net (loss) attributable to controlling interest |
( |
) | ( |
) | ||||
Pro forma net (loss) attributable to non-controlling interest |
$ | ( |
) | $ | ( |
) |
• | Adjustments to amortization of inventory step-up for the years ended December 31, 2021 and December 31, 2020 of $ |
• | Adjustment to depreciation and amortization for the years ended December 31, 2021 and December 31, 2020 of $ |
• | Adjustment to interest expense for the years ended December 31, 2021 and December 31, 2020 of ($ |
• | Adjustment to stock-based compensation expense for the years ended December 31, 2021 and December 31, 2020 of ($ |
• | Adjustment to transaction-related costs for the years ended December 31, 2021 and December 31, 2020 of ($ |
Incodema |
Newchem |
Total |
||||||||||
Consideration | ||||||||||||
Cash |
$ | $ | $ | |||||||||
Equity instruments |
||||||||||||
Contingent consideration |
— | |||||||||||
Fair value of total consideration transferred |
$ | $ | $ | |||||||||
Acquisition Date Fair Value |
||||||||
Incodema |
Newchem |
|||||||
Recogniz-ed amounts of identifiable assets acquired and liabilities assumed |
||||||||
Cash |
$ | $ | ||||||
Accounts receivable, net |
||||||||
Inventory |
||||||||
Other current assets |
||||||||
Prepaid expenses |
||||||||
Fixed assets, net |
||||||||
Intangible assets |
||||||||
Total assets acquired |
||||||||
Accounts payable |
||||||||
Accrued expenses |
||||||||
Other current liabilities |
||||||||
Total liabilities assumed |
||||||||
Total identifiable net assets |
||||||||
Goodwill |
$ | $ | ||||||
Acquisition Date Fair Value - Incodema |
Estimated Life (Years) | |||||
Trade name |
$ | |||||
Customer relationships |
||||||
Developed software |
||||||
Total intangible assets |
$ | |||||
Acquisition Date Fair Value - Newchem |
Estimated Life (Years) | |||||
Trade name |
$ | |||||
Customer relationships |
||||||
Total intangible assets |
$ |
|||||
Period From January 1 - December 31, 2020 (Predecessor) |
||||
Revenue |
$ | |||
Net (loss) |
$ | ( |
) | |
Period From January 1 - December 31, 2020 (Predecessor) |
||||
Revenue |
$ | |||
Net income |
$ | |||
Total |
||||
Consideration | ||||
Cash |
$ | |||
Equity instruments |
||||
Contingent consideration |
||||
Fair value of total consideration transferred |
$ | |||
Total |
||||
Recognized amounts of identifiable assets acquired and liabilities assumed |
||||
Cash |
$ | |||
Accounts receivable, net |
||||
Inventory |
||||
Indemnification asset - PPP loan |
||||
Prepaid expenses |
||||
Fixed assets, net |
||||
Intangible assets |
||||
Total assets acquired |
||||
Accounts payable |
||||
Paycheck Protection Program (PPP) loan |
||||
Accrued expenses |
||||
Total liabilities assumed |
||||
Total identifiable net assets |
||||
Goodwill |
$ | |||
Acquisition Date Fair Value |
Estimated Life (Years) |
|||||||
Trade name |
$ | |||||||
Customer relationships |
||||||||
Total intangible assets |
$ |
|||||||
Period From January 1 - December 31, 2020 (Predecessor) |
||||
Revenue |
$ | |||
Net (loss) |
$ | ( |
) | |
Total |
||||
Consideration | ||||
Cash |
$ | |||
Equity instruments |
||||
Fair value of total consideration transferred |
$ | |||
Total |
||||
Recognized amounts of identifiable assets acquired and liabilities assumed |
||||
Cash |
$ | ( |
) | |
Accounts receivable, net |
||||
Inventory |
||||
Other current assets |
||||
Prepaid expenses |
||||
Fixed assets, net |
||||
Intangible assets |
||||
Total assets acquired |
||||
Accounts payable |
||||
Accrued expenses |
||||
Other current liabilities |
||||
Total liabilities assumed |
||||
Total identifiable net assets |
||||
Goodwill |
$ | |||
Acquisition Date Fair Value |
Estimated Life (Years) |
|||||||
Trade name |
$ | |||||||
Customer relationships |
||||||||
Total intangible assets |
$ | |||||||
Period From January 1 - December 31, 2020 (Predecessor) |
||||
Revenue |
$ | |||
Net (loss) |
$ | ( |
) | |
Total |
||||
Consideration | ||||
Cash |
$ | |||
Fair value of total consideration transferred |
$ | |||
Total |
||||
Recognized amounts of identifiable assets acquired and liabilities assumed |
||||
Cash |
$ | |||
Accounts receivable, net |
||||
Inventory |
||||
Fixed assets, net |
||||
Intangible assets |
||||
Total assets acquired |
||||
Accounts payable |
||||
Deferred revenue |
||||
Other current liabilities |
||||
Total liabilities assumed |
||||
Total identifiable net assets |
||||
Goodwill |
$ | |||
Acquisition Date Fair Value |
Estimated Life (Years) |
|||||||
Trade name |
$ | |||||||
Customer relationships |
||||||||
Total intangible assets |
$ | |||||||
Period From January 1 - December 22, 2021 (Predecessor) |
||||
Revenue |
$ | |||
Net (loss) |
$ | ( |
) | |
Total |
||||
Consideration |
||||
Cash |
$ | |||
Fair value of total consideration transferred |
$ | |||
Total |
||||
Recognized amounts of identifiable assets acquired and liabilities assumed |
||||
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 |
$ | |||
Acquisition Date Fair Value |
Estimated Life (Years) | |||||
Trade name |
$ | |||||
Customer relationships |
||||||
Total intangible assets |
$ | |||||
Period From January 1 - December 22, 2021 (Predecessor) |
||||
Revenue |
$ | |||
Net (loss) |
$ | ( |
) | |
Centex |
Laser |
Total |
||||||||||
Consideration | ||||||||||||
Cash |
$ | $ | $ | |||||||||
Fair value of total consideration transferred |
$ | $ | $ | |||||||||
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 |
$ | $ | ||||||
Acquisition Date Fair Value – Centex |
Estimated Life (Years) |
|||||||
Trade name |
$ | |||||||
Customer relationships |
||||||||
Total intangible assets |
$ | |||||||
Acquisition Date Fair Value – Laser |
Estimated Life (Years) |
|||||||
Trade name |
$ | |||||||
Customer relationships |
||||||||
Total intangible assets |
$ | |||||||
Period From January 1 - December 22, 2021 (Predecessor) |
||||
Revenue |
$ | |||
Net (loss) |
$ | ( |
) | |
Total |
||||
Consideration |
||||
Cash |
$ | |||
Contingent consideration |
||||
Fair value of total consideration transferred |
$ | |||
Total |
||||
Recognized amounts of identifiable assets acquired and liabilities assumed |
||||
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 |
$ | |||
Acquisition Date Fair Value |
Estimated Life (Years) | |||||
Trade name |
$ | |||||
Customer relationships |
||||||
Total intangible assets |
$ | |||||
Period From January 1 - December 22, 2021 (Predecessor) |
||||
Revenue |
$ | |||
Net (loss) |
$ | ( |
) | |
Period From |
||||||||||||
December 23 - December 31, 2021 (Successor) |
January 1 - December 22, 2021 (Predecessor) |
January 1 - December 31, 2020 (Predecessor) |
||||||||||
Revenue: |
||||||||||||
Additive Manufacturing |
$ | $ | $ | |||||||||
Injection Molding |
||||||||||||
CNC Machinery |
||||||||||||
Precision Sheet Metal |
||||||||||||
Ancillary Product Lines |
||||||||||||
Total revenue |
$ | $ | $ | |||||||||
December 31, 2021 (Successor) |
December 31, 2020 (Predecessor) |
|||||||
Finished goods |
$ | $ | ||||||
Raw materials |
||||||||
Work in process |
||||||||
Tooling |
||||||||
Allowance for obsolescence |
( |
) | ( |
) | ||||
Total |
$ |
$ |
||||||
Period Ended |
||||||||||||
December 31, 2021 (Successor) |
December 31, 2020 (Predecessor) |
Estimated Useful Life |
||||||||||
Machinery and equipment |
$ | $ | ||||||||||
Furniture and fixtures |
||||||||||||
Computer hardware |
||||||||||||
Computer software |
||||||||||||
Property and leasehold improvements |
||||||||||||
Construction in progress |
n/a | |||||||||||
Auto / transportation equipment |
||||||||||||
Total |
||||||||||||
Accumulated depreciation and amortization |
( |
) | ( |
) | ||||||||
Total |
$ | $ | ||||||||||
Jan. 1, 2020 (Predecessor) |
Goodwill acquired during 2020 (Predecessor) |
Dec. 31, 2020 (Predecessor) |
Goodwill acquired during 2021 (Predecessor) |
Dec. 22, 2021 (Predecessor) |
Goodwill acquired during 2021 (Successor) |
Dec. 31, 2021 (Successor) |
||||||||||||||||||||||
Goodwill |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
Period Ended December 31, 2021 (Successor) |
||||||||||||||
Gross |
Accumulated Amortization |
Net |
Useful Life (in years) | |||||||||||
Trade name |
$ | $ | $ | |||||||||||
Customer relationships |
||||||||||||||
Developed software |
||||||||||||||
Developed technology |
||||||||||||||
Total intangible assets |
$ | $ | $ | |||||||||||
Period Ended December 31, 2020 (Predecessor) |
||||||||||||||
Gross |
Accumulated Amortization |
Net |
Useful Life (in years) | |||||||||||
Trade name |
$ | $ | $ | |||||||||||
Customer relationships |
||||||||||||||
Developed software |
||||||||||||||
Developed technology |
||||||||||||||
Total intangible assets |
$ | $ | $ | |||||||||||
Year ended |
Total |
|||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
Total |
$ | |||
• | in whole and not in part |
• | at a price $ |
• | upon a minimum of |
• | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ |
Fair Value |
# of Warrants |
|||||||
December 31, 2021 (Successor) |
||||||||
Public Warrants |
$ | |||||||
Private Placement Warrants |
$ |
As of December 31, 2021 (Successor) |
As of December 31, 2020 (Predecessor) |
|||||||||||||
Debt Description |
Interest Rate |
Amount |
Interest Rate |
Amount |
||||||||||
2018 Term Loan, as amended |
$ | $ | ||||||||||||
2018 DDTL |
||||||||||||||
2020 Term Loan |
3-month LIBOR + |
|||||||||||||
2020 DDTL |
3-month LIBOR + |
|||||||||||||
New Credit Agreement Revolver |
% | |||||||||||||
New Credit Agreement Term Loan |
% | |||||||||||||
Total principal long-term debt |
||||||||||||||
Debt issuance costs |
( |
) | ( |
) | ||||||||||
PPP and other loans |
$ | |||||||||||||
Total debt |
||||||||||||||
Less: current portion of long-term debt |
||||||||||||||
Long-term debt, net of current portion |
$ | $ | ||||||||||||
Year ended |
Total | |||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
Total |
$ | |||
Period From |
||||||||||||
December 23 - December 31, 2021 (Successor) |
January 1 - December 22, 2021 (Predecessor) |
January 1 - December 31, 2020 (Predecessor) |
||||||||||
Acquisition expenses |
$ | $ | $ | |||||||||
Transaction expense |
||||||||||||
Loss on debt extinguishment |
||||||||||||
Loan prepayment fees |
||||||||||||
Change in fair value of contingent consideration |
||||||||||||
Change in fair value of TRA |
||||||||||||
Loss on sale of assets |
||||||||||||
Other |
||||||||||||
Other expense |
||||||||||||
Gain on sale of assets |
( |
) | ||||||||||
Gain on PPP forgiveness |
( |
) | ||||||||||
Change in fair value of Sponsor Earnout Shares |
( |
) | ||||||||||
Change in fair value of contingent consideration |
( |
) | ( |
) | ||||||||
Change in fair value of Warrants |
( |
) | ||||||||||
Other |
( |
) | ||||||||||
Other income |
( |
) | ( |
) | ( |
) | ||||||
Other (income) and expense, net |
$ | ( |
) | $ | $ | |||||||
Successor |
Shares |
Weighted Average Grant Date Fair Value |
||||||
Non-vested at December 23, 2021 |
||||||||
Granted |
$ | |||||||
Vested |
||||||||
Forfeited |
||||||||
Non-vested at December 31, 2021 |
$ | |||||||
Shares |
Weighted Average Grant Date Fair Value |
|||||||
Non-vested at January 1, 2020 |
$ | |||||||
Granted |
||||||||
Vested |
( |
) | ||||||
Forfeited |
||||||||
Non-vested at December 31, 2020 |
$ | |||||||
Shares |
Weighted Average Grant Date Fair Value |
|||||||
Non-vested at January 1, 2021 |
$ | $ | ||||||
Granted |
||||||||
Vested |
( |
) | ||||||
Forfeited |
( |
) | ||||||
Non-vested at December 22, 2021 |
$ | |||||||
Period From December 23 - December 31, 2021 (Successor) |
||||
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 |
$ | |||
Period From December 23 - December 31, 2021 (Successor) |
||||
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 |
$ | |||
Period From |
||||||||
January 1 - December 23, 2021 (Predecessor) |
January 1 - December 23, 2021 (Predecessor) |
|||||||
Class A |
Class B |
|||||||
Basic and Diluted Earnings 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 Earnings Per Unit |
$ | ( |
) | $ | ( |
) | ||
Period From |
||||||||
January 1 - December 31, 2020 (Predecessor) |
January 1 - December 31, 2020 (Predecessor) |
|||||||
Class A |
Class B |
|||||||
Basic and Diluted Earnings 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 Earnings Per Unit |
$ | ( |
) | $ | ( |
) | ||
Period From December 23 - December 31, 2021 (Successor) |
||||
Fathom OpCo comprehensive loss |
( |
) | ||
Noncontrolling interest percentage |
% | |||
Comprehensive loss attributable to noncontrolling interest |
( |
) | ||
December 31 2020 (Predecessor) |
||||
Class A common units |
||||
Class B common units |
Year ended |
Total |
|||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
Total future lease payments |
$ | |||
Shares Authorized |
Shares Issued and Outstanding |
Original Issue Price |
Carrying Value |
Accumulated Unpaid Dividends |
Amount Contingently Redeemable |
|||||||||||||||||||
Class A Preferred Units |
$ | $ | $ | $ |
• | 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. |
Period Ended |
||||||||||||
Description | Level |
December 31, 2021 (Successor) |
December 31, 2020 (Predecessor) |
|||||||||
Liabilities: |
||||||||||||
Tax receivable agreement |
3 | $ | $ | |||||||||
Legacy Fathom OpCo acquisitions contingent consideration |
3 | |||||||||||
Sponsor earnout shares liability |
3 | |||||||||||
Fathom earnout shares liability |
3 | |||||||||||
Warrant liability – Public Warrants |
1 | |||||||||||
Warrant liability – Private Placement Warrants |
3 | |||||||||||
$ | $ |
Period Ended |
||||||||
December 31, 2021 (Successor) |
December 31, 2020 (Predecessor) |
|||||||
Balance of recurring Level 3 liabilities at beginning of period |
$ | $ | ||||||
Total gains or losses for the period: |
||||||||
Included in earnings (income) loss |
( |
) | ||||||
Issuances |
||||||||
Payments |
( |
) | ||||||
Transfers into level 3 |
||||||||
Transfers out of level 3 |
||||||||
Balance of recurring level 3 liabilities at end of period |
$ | $ | ||||||
Period From |
||||||||||||
December 23 - December 31, 2021 (Successor) |
January 1 - December 22, 2021 (Predecessor) |
January 1 - December 31, 2020 (Predecessor) |
||||||||||
Current expense |
||||||||||||
State |
$ | $ | $ | |||||||||
Federal |
||||||||||||
Subtotal |
||||||||||||
Deferred tax benefit |
||||||||||||
State |
( |
) | ( |
) | ||||||||
Federal |
( |
) | ( |
) | ||||||||
Subtotal |
( |
) | ( |
) | ||||||||
Total |
$ | ( |
) | $ | ( |
) | $ | |||||
Period From |
||||||||||||
December 23 - December 31, 2021 (Successor) |
January 1 - December 22, 2021 (Predecessor) |
January 1 - December 31, 2020 (Predecessor) |
||||||||||
Federal statutory rate ( |
$ | $ | ( |
) | $ | ( |
) | |||||
State income taxes, net of federal benefit |
( |
) | ( |
) | ||||||||
Pre-closing income held in flow-through entities |
||||||||||||
Change in tax status of corporate subsidiaries |
( |
) | ||||||||||
Non-controlling interest in Fathom Holdco, LLC |
||||||||||||
Remeasurement of Fathom and Sponsor earnout shares |
( |
) | ||||||||||
Remeasurement of TRA and warrant liability |
( |
) | ||||||||||
Valuation allowance |
||||||||||||
Total |
$ | ( |
) | $ | ( |
) | $ | |||||
Period Ended |
||||||||
December 31, 2021 (Successor) |
December 31, 2020 (Predecessor) |
|||||||
Deferred tax assets |
||||||||
Net operating losses |
$ | $ | ||||||
Transaction costs |
$ | |||||||
Interest expense carryforwards |
$ | |||||||
Valuation allowance |
( |
) | ||||||
Total deferred tax assets |
||||||||
Deferred tax liabilities |
||||||||
Investment in Fathom Holdco, LLC |
( |
) | ||||||
Total deferred tax liabilities |
( |
) | ||||||
Total net deferred tax liabilities |
$ | ( |
) | $ | ||||
Period Ended December 31, 2021 (Successor) Fathom OpCo Standalone |
||||
Total assets |
$ | |||
Total liabilities |
||||
Total equity |
Item 13. |
Other Expenses of Issuance and Distribution |
Securities and Exchange Commission Registration Fee |
$ | 78,103.38 | ||
Printing Engraving Fees and Expenses |
* | |||
Legal Fees and Expenses |
* | |||
Accounting Fees and Expenses |
* | |||
Miscellaneous |
* | |||
TOTAL |
* | |||
* | These fees are calculated based on the number of securities offered and accordingly cannot be defined at this time. |
Item 14. |
Indemnification of Directors and Officers |
Item 15. |
Recent Sales of Unregistered Securities |
Item 16. |
Exhibits and Financial Statement Schedules |
(a) | Exhibits |
* | Filed Herewith |
** | Previously Filed |
† | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
# | Indicates management plan or compensatory arrangement. |
(b) | Financial Statements |
Item 17. |
Undertakings |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, |
represent a fundamental change in the information set forth in the registration statement (notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement); and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(5) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(6) | That, prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the registrant undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
(7) | That every prospectus (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment has become effective, and that for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(8) | To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first-class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. |
(9) | To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of, and included in, this registration statement when it became effective. |
(10) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
FATHOM DIGITAL MANUFACTURING CORPORATION (Registrant) | ||
By: | /s/ Ryan Martin | |
Name: | Ryan Martin | |
Title: | Chief Executive Officer |
Name |
Title | |
/s/ Ryan Martin Ryan Martin |
Director and Chief Executive Officer (Principal Executive Officer) | |
* Mark Frost |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |
* Carey Chen |
Director | |
* TJ Chung |
Director | |
* Dr. Caralynn Nowinski Collens |
Director | |
* Adam DeWitt |
Director | |
* David Fisher |
Director | |
* Maria Green |
Director | |
* Peter Leemputte |
Director | |
* John May |
Director | |
* Robert Nardelli |
Director |
*By: | /s/ Ryan Martin | |
Ryan Martin | ||
Attorney-in-fact |