Filed Pursuant to Rule 424(b)(3)

Registration No. 333-262194

Prospectus Supplement No. 3

(to prospectus dated May 2, 2022)

FATHOM DIGITAL MANUFACTURING CORPORATION

45,423,250 SHARES OF CLASS A COMMON STOCK

9,900,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK

18,525,000 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS TO

PURCHASE CLASS A COMMON STOCK AND

90,570,234 SHARES OF CLASS A COMMON STOCK UNDERLYING CLASS B COMMON STOCK

This Prospectus Supplement No. 3 is being filed as an update and supplement to the prospectus dated May 2, 2022, as supplemented by Prospectus Supplement No. 1, dated May 17, 2022, Prospectus Supplement No. 2, dated August 16, 2022, and Amendment No. 1 dated August 18, 2022, to Prospectus Supplement No. 2 (and as may be further supplemented or amended from time to time, the “Prospectus”) with the information contained in our (i) Current Report on Form 8-K, which we filed with the Securities and Exchange Commission (the "SEC") on November 14, 2022 (the "Current Report") and (ii) Quarterly Report on Form 10-Q, which we filed with the SEC on November 14, 2022 (the “Quarterly Report”). Accordingly, we have attached the Current Report and the Quarterly Report to this prospectus supplement. Capitalized terms used but not defined in this prospectus supplement have the meanings given to such terms in the Prospectus.

The Prospectus and this prospectus supplement relate to the resale from time to time by the selling stockholders named in the Prospectus or their permitted transferees (collectively, the “Selling Stockholders”) of: (i) up to 36,661,014 shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”) issued to the Legacy Fathom Owners in connection with the closing of the Business Combination, (ii) up to 4,770,000 shares of Class A common stock held by Altimar Sponsor II, LLC (“Sponsor”) and the other Altimar II Founders following the closing of the Business Combination, (iii) up to 2,724,736 Earnout Shares issued to certain Legacy Fathom Owners, and (iv) up to 1,267,500 Sponsor Earnout Shares. The Prospectus and this prospectus supplement also relate to (a) the resale of up to 9,900,000 Private Placement Warrants to purchase shares of Class A common stock held by Sponsor, (b) the issuance of up to 18,525,000 shares of Class A common stock upon the exercise of outstanding Public Warrants and Private Placement Warrants to purchase shares of Class A common stock, and (c) the issuance of up to 90,570,234 shares of Class A common stock issuable upon the exchange of New Fathom Units (together with a corresponding number of shares of Class B common stock) held by certain of the Selling Stockholders (including 6,275,264 Earnout Shares presently represented in the form of unvested New Fathom Units).

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our Class A common stock is traded on the New York Stock Exchange (the “NYSE”) under the symbol “FATH.” On November 15, 2022, the closing price of our Class A common stock was $2.45 per share. Our Public Warrants are currently listed on the NYSE and trade under the symbol “FATH.WS.” On November 15, 2022, the closing price of our Public Warrants was $0.145 per Public Warrant.

Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 17 of the Prospectus. Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 16, 2022.

 


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 14, 2022

 

 

FATHOM DIGITAL MANUFACTURING CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

Delaware

 

001-39994

 

98-1571400

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

1050 Walnut Ridge Drive

Hartland, WI 53029

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (262) 367-8254

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

 

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Class A common stock, par value $0.0001 per share

 

FATH

 

NYSE

Warrants to purchase Class A common stock

 

FATH.WS

 

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 


 

 

 

er next two years Expanded mid-volume production of existing program $1.7 million in 2021; expect $4-$8 million in 2022 orders Prototype with mid-volume production follow-on $4.5 million over three-month period New cross-sell of sheet metal low-volume production $450k in 2021; expect over $1.5 million in 2022 orders Prototype & low-volume production Global healthcare company Global semiconductor company Disruptive electric vehicle manufacturer Global leader in mobile robotics 1 2 3 4 5 6 Global leader in gas measurement instruments and technologies Leading subsea technology company $550K production order Expansion to higher volume production of existing program New Strategic Accounts Existing Strategic Accounts

Statement (preliminary unaudited) Repor

 

Item 2.02.

Results of Operations and Financial Condition.

On November 14, 2022, Fathom Digital Manufacturing Corporation (“Fathom”) issued a press release announcing its financial results for the quarter ended September 30, 2022. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information contained in Item 2.02 of this Current Report and in Exhibit 99.1 is being furnished and shall not be deemed “filed” with the Securities and Exchange Commission (the “SEC”) for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section and will not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Exhibit 99.1 to this Current Report contains certain financial measures that are considered “non-GAAP financial measures” as defined in the SEC rules. Exhibit 99.1 to this Current Report also contains the reconciliation of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles, as well as the reasons why Fathom’s management believes that presentation of the non-GAAP financial measures provides useful information to investors regarding Fathom’s results of operations and, to the extent material, a statement disclosing any other additional purposes for which Fathom’s management uses the non-GAAP financial measures.

 

Item 7.01.

Regulation FD Disclosure.

Fathom is posting an earnings presentation for the third quarter ended September 30, 2022 to its website at https://investors.fathommfg.com. A copy of the presentation is being furnished herewith as Exhibit 99.2. Fathom will use the presentation during its conference call on November 14, 2022 and also may use the presentation from time to time in conversations with analysts, investors and others.

In accordance with General Instruction B.2 of Form 8-K, the information contained in Item 7.01 of this Current Report and in Exhibit 99.2 is being furnished and shall not be deemed “filed” with the Securities and Exchange Commission (the “SEC”) for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section and will not be incorporated by reference into any registration statement or other document filed under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.

The information contained in Exhibit 99.2 is summary information that is intended to be considered in the context of Fathom’s filings with the SEC. Fathom undertakes no duty or obligation to publicly update or revise the information contained in this Current Report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

Exhibit 99.2 to this Current Report contains certain financial measures that are considered “non-GAAP financial measures” as defined in the SEC rules. Exhibit 99.2 to this Current Report also contains the reconciliation of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles, as well as the reasons why Fathom’s management believes that presentation of the non-GAAP financial measures provides useful information to investors regarding Fathom’s preliminary unaudited results of operations and, to the extent material, a statement disclosing any other additional purposes for which Fathom’s management uses the non-GAAP financial measures.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit
Number

 

Description

 

 

 

 

99.1

 

Press Release dated November 14, 2022

 

99.2

 

Fathom Presentation, November 14, 2022

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 


 

 

 

 

FATHOM DIGITAL MANUFACTURING CORPORATION

 

 

By:

 

/s/ Mark Frost

Name:

 

Mark Frost

Title:

 

Chief Financial Officer

Date: November 14, 2022

 


 

paul.meadsROC

 


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39994

 

Fathom Digital Manufacturing Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware

98-1571400

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer
Identification No.)

1050 Walnut Ridge Drive

Hartland, WI

53029

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (262) 367-8254

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

 

FATH

 

New York Stock Exchange

Warrants to purchase Class A common stock

 

FATH.WS

 

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

 

Accelerated filer

 

Non-accelerated filer

 

 

Smaller reporting company

 

Emerging growth company

 

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

As of November 10, 2022, there were 65,529,753 shares of the registrant's Class A common stock outstanding and 70,153,051 shares of the registrant's vote-only, non-economic Class B common stock outstanding.

 

 

 

 


 

Table of Contents

 

 

 

Page

 

 

 

 

EXPLANATORY NOTE

3

 

 

 

PART I.

FINANCIAL INFORMATION

4

 

 

 

Item 1.

Financial Statements (Unaudited)

4

 

Consolidated Balance Sheets

4

 

Consolidated Statements of Comprehensive Loss

5

 

Consolidated Statement of Shareholders' Equity and Redeemable Non-Controlling Interest

6

 

Consolidated Statement of Class A Contingently Redeemable Preferred Units and Members' Equity

7

 

Consolidated Statements of Cash Flows

8

 

Notes to Unaudited Consolidated Financial Statements

9

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

28

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

39

Item 4.

Controls and Procedures

39

 

 

 

PART II.

OTHER INFORMATION

40

 

 

 

Item 1.

Legal Proceedings

40

Item 1A.

Risk Factors

40

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

40

Item 3.

Defaults Upon Senior Securities

40

Item 4.

Mine Safety Disclosures

40

Item 5.

Other Information

40

Item 6.

Exhibits

41

 

Signatures

42

 

 


 

EXPLANATORY NOTE

 

This Quarterly Report on Form 10-Q includes information pertaining to periods prior to the closing of the Business Combination (as defined in "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Quarterly Report). Refer to Note 1 “Nature of Business” and Note 2 "Basis of Presentation" of the notes to our consolidated financial statements contained in this Quarterly Report for further information regarding the basis of presentation.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain statements made in this Quarterly Report on Form 10-Q are “forward looking statements.” Statements regarding our expectations regarding the business are “forward looking statements.” In addition, words such as “estimates,” “projected,” “expects,” “estimated,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “would,” “future,” “propose,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. The forward-looking statements contained in this Quarterly Report on Form 10-Q and in our other periodic filings are not guarantees of future performance, conditions or results and are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under "Risk Factor Summary," “Item 1A. Risk Factors,” and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the "2021 Form 10-K"). Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We may face additional risks and uncertainties that are not presently known to us, or that we deem to be immaterial, which may also impair our business, financial condition or prospects. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

3


 

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Fathom Digital Manufacturing Corporation

Consolidated Balance Sheets

(In thousands, except share and unit amounts)

 

 

 

Period Ended

 

 

 

September 30, 2022

 

 

December 31, 2021

 

 Assets

 

(unaudited)

 

 

 

 

Current assets

 

 

 

 

 

 

Cash

 

$

8,004

 

 

$

20,357

 

Accounts receivable, net(1)

 

 

27,237

 

 

 

25,367

 

Inventory

 

 

15,831

 

 

 

13,165

 

Prepaid expenses and other current assets

 

 

3,170

 

 

 

1,836

 

Total current assets

 

 

54,242

 

 

 

60,725

 

Property and equipment, net

 

 

49,197

 

 

 

44,527

 

Right-of-use operating lease assets, net

 

 

10,774

 

 

 

-

 

Right-of-use financing lease assets, net

 

 

2,308

 

 

 

-

 

Intangible assets, net

 

 

255,947

 

 

 

269,622

 

Goodwill

 

 

121,779

 

 

 

1,189,464

 

Other non-current assets

 

 

1,415

 

 

 

2,036

 

Total assets

 

$

495,662

 

 

$

1,566,374

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable(2)

 

$

11,779

 

 

$

9,409

 

Accrued expenses

 

 

8,162

 

 

 

5,957

 

Current operating lease liability

 

 

2,164

 

 

 

-

 

Current financing lease liability

 

 

195

 

 

 

-

 

Contingent consideration

 

 

700

 

 

 

2,748

 

Current portion of debt

 

 

31,955

 

 

 

29,697

 

Other current liabilities

 

 

2,037

 

 

 

2,058

 

Total current liabilities

 

 

56,992

 

 

 

49,869

 

Long-term debt, net

 

 

116,187

 

 

 

120,491

 

Fathom earnout shares liability

 

 

11,910

 

 

 

64,300

 

Sponsor earnout shares liability

 

 

1,790

 

 

 

9,380

 

Warrant liability

 

 

5,900

 

 

 

33,900

 

Payable to related parties pursuant to the tax receivable agreement (includes $4,400 and $4,600 at fair value, respectively)

 

 

26,100

 

 

 

4,600

 

Noncurrent contingent consideration

 

 

-

 

 

 

850

 

Noncurrent operating lease liability

 

 

9,041

 

 

 

-

 

Noncurrent financing lease liability

 

 

2,176

 

 

 

-

 

Deferred tax liability

 

 

-

 

 

 

17,570

 

Other noncurrent liabilities

 

 

-

 

 

 

4,655

 

Total liabilities

 

 

230,096

 

 

 

305,615

 

Commitments and Contingencies:

 

 

 

 

 

 

Redeemable non-controlling interest in Fathom Holdco, LLC.

 

 

161,407

 

 

 

841,982

 

Shareholders' Equity:

 

 

 

 

 

 

Class A common stock, $0.0001 par value; 300,000,000 shares authorized; 65,529,753 issued and outstanding as of September 30, 2022 and 50,785,656 issued and outstanding as of December 31, 2021

 

 

6

 

 

 

5

 

Class B common stock, $0.0001 par value; 180,000,000 shares authorized; 70,153,051 shares issued and outstanding as of September 30, 2022 and 84,294,971 shares issued and outstanding as of December 31, 2021

 

 

7

 

 

 

8

 

Class C common stock, $.0001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2022 and December 31, 2021

 

 

-

 

 

 

-

 

Preferred Stock, $.0001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2022 and December 31, 2021

 

 

-

 

 

 

-

 

Additional paid-in-capital

 

 

584,313

 

 

 

466,345

 

Accumulated other comprehensive loss

 

 

 

 

 

-

 

Accumulated deficit

 

 

(480,167

)

 

 

(47,581

)

Shareholders’ equity attributable to Fathom Digital Manufacturing Corporation

 

 

104,159

 

 

 

418,777

 

Total Liabilities, Shareholders’ Equity, and Redeemable Non-Controlling Interest

 

$

495,662

 

 

$

1,566,374

 

(1) Inclusive of allowance for doubtful accounts of $1,155 and $1,150 as of September 30, 2022 and December 31, 2021, respectively

(2) Inclusive of accounts payable to related parties of $375 and $1,246 as of September 30, 2022 and December 31, 2021, respectively

The accompanying notes are an integral part of these unaudited consolidated financial statements.

4


 

Fathom Digital Manufacturing Corporation

Consolidated Statements of Comprehensive Loss (Unaudited)

(In thousands, except units, shares, per unit, and per share amounts)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30, 2022 (Successor)

 

 

 

September 30, 2021 (Predecessor)

 

 

September 30, 2022 (Successor)

 

 

 

September 30, 2021 (Predecessor)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

40,210

 

 

 

$

41,481

 

 

$

122,737

 

 

 

$

107,887

 

Cost of revenue (1) (2) (3)

 

 

25,144

 

 

 

 

26,581

 

 

 

80,126

 

 

 

 

66,080

 

Gross profit

 

 

15,066

 

 

 

 

14,900

 

 

 

42,611

 

 

 

 

41,807

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general, and administrative (4)

 

 

11,960

 

 

 

 

10,681

 

 

 

38,341

 

 

 

 

27,111

 

Depreciation and amortization

 

 

4,627

 

 

 

 

2,148

 

 

 

13,595

 

 

 

 

7,355

 

Restructuring

 

 

996

 

 

 

 

-

 

 

 

996

 

 

 

 

-

 

Goodwill impairment

 

 

1,066,564

 

 

 

 

-

 

 

 

1,066,564

 

 

 

 

-

 

Total operating expenses

 

 

1,084,147

 

 

 

 

12,829

 

 

 

1,119,496

 

 

 

 

34,466

 

Operating (loss) income

 

 

(1,069,081

)

 

 

 

2,071

 

 

 

(1,076,885

)

 

 

 

7,341

 

Interest expense and other (income) expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

2,406

 

 

 

 

4,376

 

 

 

5,738

 

 

 

 

8,800

 

Other expense

 

 

81

 

 

 

 

442

 

 

 

276

 

 

 

 

9,007

 

Other income

 

 

(25,548

)

 

 

 

-

 

 

 

(88,771

)

 

 

 

(3,215

)

Total interest expense and other (income) expense, net

 

 

(23,061

)

 

 

 

4,818

 

 

 

(82,757

)

 

 

 

14,592

 

Net loss before income tax

 

 

(1,046,020

)

 

 

 

(2,747

)

 

 

(994,128

)

 

 

 

(7,251

)

Income tax expense

 

 

87

 

 

 

 

729

 

 

 

167

 

 

 

 

807

 

Net loss

 

 

(1,046,107

)

 

 

 

(3,476

)

 

 

(994,295

)

 

 

 

(8,058

)

Net loss attributable to Fathom OpCo non-controlling interest (Note 14)

 

 

(556,027

)

 

 

 

-

 

 

 

(561,728

)

 

 

 

-

 

Net loss attributable to controlling interest

 

 

(490,080

)

 

 

 

(3,476

)

 

 

(432,567

)

 

 

 

(8,058

)

Comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) Income from foreign currency translation adjustments

 

 

-

 

 

 

 

201

 

 

 

(107

)

 

 

 

96

 

Comprehensive loss, net of tax

 

$

(490,080

)

 

 

$

(3,275

)

 

$

(432,674

)

 

 

$

(7,962

)

Earnings per Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per unit attributable to Class A and Class B common unit holders (5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

 

 

 

$

(0.72

)

 

 

 

 

 

$

(2.63

)

Weighted average Class A and Class B units outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

 

 

 

 

7,723,592

 

 

 

 

 

 

 

7,723,592

 

Net loss per share attributable to shares of Class A common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(7.80

)

 

 

 

 

 

$

(7.82

)

 

 

 

 

Diluted

 

$

(7.80

)

 

 

 

 

 

$

(7.82

)

 

 

 

 

Weighted average Class A common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

62,816,174

 

 

 

 

 

 

 

55,348,018

 

 

 

 

 

Diluted

 

 

62,816,174

 

 

 

 

 

 

 

55,348,018

 

 

 

 

 

 

(1)
Inclusive of $1,707 and $1,130 of depreciation and amortization for the three months ended September 30, 2022 and September 30, 2021, respectively; and of $4,944 and $2,679 for the nine months ended September 30, 2022 and September 30, 2021, respectively;
(2)
Inclusive of $2,573 and $2,767 of cost of revenue related to inventory purchases from a related party for the three months ended September 30, 2022 and September 30, 2021, respectively; and $7,513 and $6,200 for the nine months ended September 30, 2022 and September 30, 2021, respectively;
(3)
Inclusive of $0 and $0 of inventory step-up amortization for the three months ended September 30, 2022 and September 30, 2021, respectively; and $3,241 and $277 for the nine months ended September 30, 2022 and September 30, 2021, respectively;
(4)
Inclusive of $0 and $670 of management fees incurred to a related party for the three months ended September 30, 2022 and September 30, 2021, respectively; and $83 and $1,432 for the nine months ended September 30, 2022 and September 30, 2021, respectively; and
(5)
Basic and diluted net loss per unit amounts are the same for both Class A common units and Class B common units. See Note 13.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

5


 

Fathom Digital Manufacturing Corporation

Consolidated Statement of Shareholders' Equity and Redeemable Non-Controlling Interest (Successor)

(Unaudited)

(In thousands, except share amounts)

 

 

 

Class A Common Shares

 

 

Class B Common Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Successor:

 

Number of Shares

 

 

 

Par Value ($0.0001 per share)

 

 

Number of Shares

 

 

Par Value ($0.0001 per share)

 

 

Additional Paid-in Capital

 

 

Accumulated Deficit

 

 

Total Equity Attributable to Fathom

 

 

 

 

 

Redeemable Non-controlling Interest

 

Balance at December 31, 2021

 

 

50,785,656

 

 

 

$

5

 

 

 

84,294,971

 

 

$

8

 

 

$

466,345

 

 

$

(47,581

)

 

$

418,777

 

 

 

 

 

$

841,982

 

Equity based compensation

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,130

 

 

 

-

 

 

 

2,130

 

 

 

 

 

 

-

 

Adoption of ASC 842

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

82

 

 

 

82

 

 

 

 

 

 

-

 

Net income (loss)

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

22,991

 

 

 

22,991

 

 

 

 

 

 

(5,259

)

Balance at March 31, 2022

 

 

50,785,656

 

 

 

 

5

 

 

 

84,294,971

 

 

 

8

 

 

 

468,475

 

 

 

(24,508

)

 

 

443,980

 

 

 

 

 

 

836,723

 

Equity based compensation

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,795

 

 

 

-

 

 

 

1,795

 

 

 

 

 

 

-

 

Net income (loss)

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

34,421

 

 

 

34,421

 

 

 

 

 

 

(442

)

Vesting of restricted shares, net of tax withholding

 

 

530,532

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,258

)

 

 

-

 

 

 

(2,258

)

 

 

 

 

 

-

 

Exchange of Class B common stock and Fathom Opco units

 

 

10,280,331

 

 

 

 

1

 

 

 

(10,280,331

)

 

 

(1

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

-

 

Non-controlling interest remeasurement

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

86,666

 

 

 

-

 

 

 

86,666

 

 

 

 

 

 

(86,666

)

Tax receivable agreement liability on capital transactions

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(5,000

)

 

 

-

 

 

 

(5,000

)

 

 

 

 

 

-

 

Tax impact of exchange of Class B common stock and Fathom Opco units

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,481

 

 

 

-

 

 

 

4,481

 

 

 

 

 

 

-

 

Balance at June 30, 2022

 

 

61,596,519

 

 

 

$

6

 

 

 

74,014,640

 

 

$

7

 

 

$

554,159

 

 

$

9,913

 

 

$

564,085

 

 

 

 

 

$

749,615

 

Equity based compensation

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,762

 

 

 

-

 

 

 

1762

 

 

 

 

 

 

-

 

Net loss

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(490,080

)

 

 

(490,080

)

 

 

 

 

 

(556,027

)

Vesting of restricted shares, net of tax withholding

 

 

71,645

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(308

)

 

 

-

 

 

 

(308

)

 

 

 

 

 

-

 

Exchange of Class B common stock and Fathom Opco units

 

 

3,861,589

 

 

-

 

 

-

 

 

 

(3,861,589

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

-

 

Non-controlling interest remeasurement

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

32,181

 

 

 

-

 

 

 

32,181

 

 

 

 

 

 

(32,181

)

TRA liability on capital transactions

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(16,700

)

 

 

-

 

 

 

(16,700

)

 

 

 

 

 

-

 

Tax impact of exchange of Class B common stock and Fathom Opco units

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

13,219

 

 

 

-

 

 

 

13,219

 

 

 

 

 

 

-

 

Balance at September 30, 2022

 

 

65,529,753

 

 

 

$

6

 

 

 

70,153,051

 

 

$

7

 

 

$

584,313

 

 

$

(480,167

)

 

$

104,159

 

 

 

 

 

 

 

$

161,407

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

6


 

Fathom Digital Manufacturing Corporation

Consolidated Statement of Class A Contingently Redeemable Preferred Units and Members' Equity (Predecessor) (Unaudited)

(In thousands, except unit amounts)

 

 

 

Class A Contingently Redeemable Preferred Equity

 

 

Class A Common Units