Third Quarter 2022 Highlights
- Revenue totaled $40.2 million
- Total orders were $40.3 million
- Net loss totaled $(1,046.1) million, which included a non-cash
goodwill impairment charge of $1,066.6 million
- Adjusted net loss1 was $(1.8) million
- Adjusted EBITDA1 totaled $7.1 million, representing an Adjusted
EBITDA margin1 of 17.5%
Year-to-Date 2022 Highlights
- Revenue increased 13.8% to $122.7 million
- Total orders increased 3.4% to $123.8 million
- Net loss totaled $(994.3) million; adjusted net loss1 totaled
$(2.5) million
- Adjusted EBITDA1 was $21.9 million, representing an Adjusted
EBITDA margin1 of 17.8%
Fathom Digital Manufacturing Corp. (NYSE: FATH), an
industry leader in on-demand digital manufacturing services, today
announced financial results for the three and nine months ended
September 30, 2022.
Three Months Ended
Nine Months Ended
($ in thousands)
9/30/2022
9/30/2021
9/30/2022
9/30/2021
Revenue
$40,210
$41,481
$122,737
$107,887
Net loss
$(1,046,107)
$(3,476)
$(994,295)
$(8,058)
Adjusted net income (loss)1
$(1,773)
$(1,074)
$(2,544)
$1,296
Adjusted EBITDA1
$7,056
$8,647
$21,900
$23,820
Adjusted EBITDA margin1
17.5%
20.8%
17.8%
22.1%
1 See “Non-GAAP Financial Information.” Reconciliations of
non-GAAP financial measures are included in the appendix.
“Our results for the third quarter were in-line with
management’s expectations as Fathom extended its proven track
record of profitability in the company’s core operations and cash
generation despite the challenging macro environment,” said Ryan
Martin, Fathom Chief Executive Officer. “We also continue to build
positive momentum for our new commercial activities as both orders
and revenue achieved monthly sequential growth throughout the
quarter, highlighted by record orders for our additive
manufacturing services in the month of September. Our focus remains
on accelerating engagement with Fortune 500-tier customers and
increasing the scalability of our robust on-demand digital
manufacturing platform to drive long-term profitable growth.”
Summary of Financial Results
Revenue for the third quarter of 2022 was $40.2 million compared
to $41.5 million in the third quarter of 2021, a decrease of 3.1%
primarily due to lower volumes. For the nine months ended September
30, 2022, revenue increased 13.8% to $122.7 million from $107.8
million for the same period in 2021 with higher sales driven by
acquisition-related activity and growth within Fathom’s strategic
accounts.
Gross profit for the third quarter of 2022 totaled $15.1
million, or 37.5% of revenue, compared to $14.9 million, or 35.9%
of revenue, in the third quarter of 2021. Gross profit for the nine
months ended September 30, 2022 was $42.6 million, or 34.7% of
revenue, which includes approximately $3.2 million in non-cash
purchase accounting adjustments, compared to $41.8 million, or
38.7% of revenue, for the same period in 2021. Excluding the $3.2
million in non-cash purchase accounting adjustments, gross profit
for the nine months ended September 30, 2022 totaled $45.8 million,
or 37.3% of revenue.
Net loss for the third quarter of 2022 was $(1,046.1) million
compared to a net loss of $(3.5) million in the third quarter of
2021. Net loss for the third quarter of 2022 included a non-cash
goodwill impairment charge of $1,066.6 million as the result of an
interim impairment analysis, which was triggered by the sustained
decline in Fathom’s share price, lower market multiples for a
relevant peer group, higher discount rate due to the rising
interest rate environment and challenging macroeconomic conditions.
The impairment charge has no impact on the company’s cash position,
liquidity, or covenant tests under its credit agreement.
Excluding goodwill impairment as well as the revaluation of
Fathom warrants and earnout shares, stock compensation expense, and
other costs, Fathom reported an adjusted net loss in the third
quarter of 2022 of $(1.8) million compared to an adjusted net loss
of $(1.1) million for the same period in 2021.
Net loss for the nine months ended September 30, 2022 was
$(994.3) million compared to a net loss of $(8.1) million for the
same period in 2021. For the nine months ended September 30, 2022,
Fathom reported an adjusted net loss of $(2.5) million compared to
adjusted net income of $1.3 million for the same period in
2021.
Adjusted EBITDA for the third quarter of 2022 totaled $7.1
million versus $8.6 million for the same period in 2021 primarily
due to lower volumes as well as the incurrence of public company
expenses totaling approximately $2.1 million. The Adjusted EBITDA
margin in the quarter was 17.5% compared to 20.8% in the third
quarter of 2021.
For the nine months ended September 30, 2022, Adjusted EBITDA
totaled $21.9 million versus $23.8 million for the same period in
2021 primarily due to recurring public company expenses totaling
approximately $6.4 million. The Adjusted EBITDA margin for the nine
months ended September 30, 2022 was 17.8% compared to 22.1% for the
same period in 2021.
2022 Outlook
For the full year 2022, Fathom expects revenue to range between
$163 million and $165 million, representing year-over-year growth
of approximately 7% to 8.5%. Fathom also expects Adjusted EBITDA to
range between $30 million and $32 million, representing a
year-over-year decrease of approximately (12.5%) to (7%) and an
implied Adjusted EBITDA margin of 18.4% to 19.4%. This outlook, as
of November 14, 2022, reflects management’s current projections and
macroeconomic outlook, and excludes the impact of any potential
acquisitions.
Conference Call
Fathom will host a conference call on Monday, November 14, 2022,
at 8:30 am Eastern Time. The dial-in number for callers in the U.S.
is +1-844-200-6205 and the dial-in number for international callers
is +1-929-526-1599. The access code for all callers is 412487. The
conference call will be broadcast live over the Internet and
include a slide presentation. To access the webcast and supporting
materials, please visit the investor relations section of Fathom’s
website at https://investors.fathommfg.com.
A replay of the conference call can be accessed through November
21, 2022, by dialing +1-866-813-9403 (US) or +1-226-828-7578
(international), and then entering the access code 414890. The
webcast will also be archived on Fathom’s website.
About Fathom Digital Manufacturing
Fathom is one of the largest on-demand digital manufacturing
platforms in North America, serving the comprehensive product
development and low- to mid-volume manufacturing needs of some of
the largest and most innovative companies in the world. With more
than 25 unique manufacturing processes and a national footprint
with nearly 450,000 square feet of manufacturing capacity across 12
facilities, Fathom seamlessly blends in-house capabilities across
plastic and metal additive technologies, CNC machining, injection
molding and tooling, sheet metal fabrication, and design and
engineering. With more than 35 years of industry experience, Fathom
is at the forefront of the Industry 4.0 digital manufacturing
revolution, serving clients in the technology, defense, aerospace,
medical, automotive and IOT sectors. Fathom's certifications
include: ITAR Registered, ISO 9001:2015 Design Certified, ISO
9001:2015, ISO 13485:2016, AS9100:2016, and NIST 800-171. To learn
more, visit https://fathommfg.com/.
Forward-Looking Statements
Certain statements made in this press release are
“forward-looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. Words such as “estimates,”
“projects,” “expects,” “anticipates,” “forecasts,” “plans,”
“intends,” “believes,” “seeks,” “may,” “will,” “would,” “should,”
“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. These forward-looking statements are
not guarantees of future performance, conditions or results, and
involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
the control of Fathom Digital Manufacturing Corporation (“Fathom”)
that could cause actual results or outcomes to differ materially
from those discussed in the forward-looking statements. Important
factors, among others, that may affect actual results or outcomes
include: the inability to recognize the anticipated benefits of our
business combination with Altimar Acquisition Corp. II; changes in
general economic conditions, including as a result of the COVID-19
pandemic; the outcome of litigation related to or arising out of
the business combination, or any adverse developments therein or
delays or costs resulting therefrom; the ability to meet the New
York Stock Exchange’s listing standards following the consummation
of the business combination; costs related to the business
combination and additional factors discussed in Fathom’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2021,
filed with the Securities and Exchange Commission (the “SEC”) on
April 8, 2022 as well as Fathom’s other filings with the SEC. If
any of the risks described above materialize or our assumptions
prove incorrect, actual results could differ materially from the
results implied by our forward-looking statements. There may be
additional risks that Fathom does not presently know or that Fathom
currently believes are immaterial that could also cause actual
results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect
Fathom’s expectations, plans or forecasts of future events and
views as of the date of this press release. These forward-looking
statements should not be relied upon as representing Fathom’s
assessments as of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements. Fathom undertakes no obligation to
update or revise any forward-looking statements made by management
or on its behalf, including with respect to the financial guidance
for full year 2022 contained herein, whether as a result of future
developments, subsequent events or circumstances or otherwise,
except as required by law.
Non-GAAP Financial Information
This press release includes Adjusted Net Income, Adjusted EBITDA
and Adjusted EBITDA margin, which are non-GAAP financial measures
that we use to supplement our results presented in accordance with
U.S. GAAP. We believe Adjusted Net Income, Adjusted EBITDA and
Adjusted EBITDA margin are useful in evaluating our operating
performance, as they are similar to measures reported by our public
competitors and regularly used by security analysts, institutional
investors and other interested parties in analyzing operating
performance and prospects. Adjusted Net Income, Adjusted EBITDA and
Adjusted EBITDA margin are not intended to be a substitute for any
U.S. GAAP financial measure and, as calculated, may not be
comparable to other similarly titled measures of performance of
other companies in other industries or within the same
industry.
We define and calculate Adjusted Net Income as net income (loss)
before the impact of any change in the estimated fair value of the
company’s warrants or earnout shares, reorganization expenses,
goodwill impairment, stock-based compensation, and certain other
non-cash and non-core items, as described in the reconciliation
included in the appendix to this press release. We define and
calculate Adjusted EBITDA as net income (loss) before the impact of
interest income or expense, income tax expense and depreciation and
amortization, and further adjusted for the following items: change
in the estimated fair value of the company’s warrants or earnout
shares, reorganization expenses, goodwill impairment, stock-based
compensation, and certain other non-cash and non-core items, as
described in the reconciliation included in the appendix to this
press release. Adjusted EBITDA excludes certain expenses that are
required in accordance with U.S. GAAP because they are
non-recurring (for example, in the case of reorganization
expenses), non-cash (for example, in the case of depreciation,
amortization, goodwill impairment, and stock-based compensation) or
are not related to our underlying business performance (for
example, in the case of interest income and expense). Adjusted
EBITDA margin represents Adjusted EBITDA divided by total revenue.
We include these non-GAAP financial measures because they are used
by management to evaluate Fathom’s core operating performance and
trends and to make strategic decisions regarding the allocation of
capital and new investments.
Information reconciling forward-looking Adjusted EBITDA to GAAP
financial measures is unavailable to Fathom without unreasonable
effort. The company is not able to provide reconciliations of
forward-looking Adjusted EBITDA to GAAP financial measures because
certain items required for such reconciliations are outside of
Fathom's control and/or cannot be reasonably predicted, such as the
provision for income taxes. Preparation of such reconciliations
would require a forward-looking balance sheet, statement of income
and statement of cash flow, prepared in accordance with GAAP, and
such forward-looking financial statements are unavailable to Fathom
without unreasonable effort. Fathom provides a range for its
Adjusted EBITDA forecast that it believes will be achieved, however
it cannot accurately predict all the components of the Adjusted
EBITDA calculation. Fathom provides an Adjusted EBITDA forecast
because it believes that Adjusted EBITDA, when viewed with the
company's results under GAAP, provides useful information for the
reasons noted above. However, Adjusted EBITDA is not a measure of
financial performance or liquidity under GAAP and, accordingly,
should not be considered as an alternative to net income or cash
flow from operating activities as an indicator of operating
performance or liquidity.
Consolidated Statements of
Comprehensive Income (Loss)
($ in thousands)
Three Months Ended
Nine Months Ended
September 30, 2022
September 30, 2021
September 30, 2022
September 30, 2021
Revenue
$
40,210
$
41,481
$
122,737
$
107,887
Cost of revenue
25,144
26,581
80,126
66,080
Gross profit
15,066
14,900
42,611
41,807
Operating expenses
Selling, general, and administrative
11,960
10,681
38,341
27,111
Depreciation and amortization
4,627
2,148
13,595
7,355
Restructuring
996
-
996
-
Goodwill impairment
1,066,564
-
1,066,564
-
Total operating expenses
1,084,147
12,829
1,119,496
34,466
Operating (loss) income
(1,069,081
)
2,071
(1,076,885
)
7,341
Interest expense and other (income)
expense
Interest expense
2,406
4,376
5,738
8,800
Other expense
81
442
276
9,007
Other income
(25,548
)
-
(88,771
)
(3,215
)
Total interest expense and other (income)
expense, net
(23,061
)
4,818
(82,757
)
14,592
Net loss before income tax
(1,046,020
)
(2,747
)
(994,128
)
(7,251
)
Income tax (benefit) expense
87
729
167
807
Net loss
(1,046,107
)
(3,476
)
(994,295
)
(8,058
)
Weighted average Class A common shares
outstanding
Basic
62,816,174
55,348,018
Diluted
62,816,174
55,348,018
Q3 2022 Revenue by Product Line
Reported Three Months
Ended
($ in thousands)
9/30/2022
% Revenue
9/30/2021
% Revenue
% Change
Revenue By Product Line
Additive manufacturing
$3,154
7.8%
$4,480
10.8%
-29.6%
Injection molding
$5,984
14.9%
$7,812
18.8%
-23.4%
CNC machining
$15,530
38.6%
$14,160
34.1%
9.7%
Precision sheet metal
$13,719
34.1%
$13,284
32.0%
3.3%
Other revenue
$1,823
4.5%
$1,745
4.2%
4.5%
Total
$40,210
100%
$41,481
100%
-3.1%
First Nine Months 2022 Revenue by
Product Line
Reported Nine Months
Ended
($ in thousands)
9/30/2022
% Revenue
9/30/2021
% Revenue
% Change
Revenue By Product Line
Additive manufacturing
$11,713
9.5%
$13,322
12.3%
-12.1%
Injection molding
$19,892
16.2%
$20,941
19.4%
-5.0%
CNC machining
$43,441
35.4%
$30,063
27.9%
44.5%
Precision sheet metal
$43,153
35.2%
$38,494
35.7%
12.1%
Other revenue
$4,538
3.7%
$5,067
4.7%
-10.4%
Total
$122,737
100%
$107,887
100%
13.8%
Consolidated Balance Sheets
($ in thousands)
Period Ended
September 30,
2022
December 31,
2021
Assets
(unaudited)
Current assets
Cash
$
8,004
$
20,357
Accounts receivable, net
27,237
25,367
Inventory
15,831
13,165
Prepaid expenses and other current
assets
3,170
1,836
Total current assets
54,242
60,725
Property and equipment, net
49,197
44,527
Right-of-use operating lease assets,
net
10,774
-
Right-of-use financing lease assets,
net
2,308
-
Intangible assets, net
255,947
269,622
Goodwill
121,779
1,189,464
Other non-current assets
1,415
2,036
Total assets
$
495,662
$
1,566,374
Liabilities and Shareholders’
Equity
Current liabilities
Accounts payable
$
11,779
$
9,409
Accrued expenses
8,162
5,957
Current operating lease liability
2,164
-
Current financing lease liability
195
-
Contingent consideration
700
2,748
Current portion of debt
31,955
29,697
Other current liabilities
2,037
2,058
Total current liabilities
56,992
49,869
Long-term debt, net
116,187
120,491
Fathom earnout shares liability
11,910
64,300
Sponsor earnout shares liability
1,790
9,380
Warrant liability
5,900
33,900
Payable to related parties pursuant to the
tax receivable agreement (includes $4,400 and $4,600 at fair value,
respectively)
26,100
4,600
Noncurrent contingent consideration
-
850
Noncurrent operating lease liability
9,041
-
Noncurrent financing lease liability
2,176
-
Deferred tax liability
-
17,570
Other noncurrent liabilities
-
4,655
Total liabilities
230,096
305,615
Commitments and Contingencies:
Redeemable non-controlling interest in
Fathom Holdco, LLC.
161,407
841,982
Shareholders' Equity:
Class A common stock, $0.0001 par value;
300,000,000 shares authorized; 65,529,753 issued and outstanding as
of September 30, 2022 and 50,785,656 issued and outstanding as of
December 31, 2021
6
5
Class B common stock, $0.0001 par value;
180,000,000 shares authorized; 70,153,051 shares issued and
outstanding as of September 30, 2022 and 84,294,971 shares issued
and outstanding as of December 31, 2021
7
8
Class C common stock, $.0001 par value;
10,000,000 shares authorized; 0 shares issued and outstanding as of
September 30, 2022 and December 31, 2021
-
-
Preferred Stock, $.0001 par value;
10,000,000 shares authorized; 0 shares issued and outstanding as of
September 30, 2022 and December 31, 2021
-
-
Additional paid-in-capital
584,313
466,345
Accumulated other comprehensive loss
-
Accumulated deficit
(480,167
)
(47,581
)
Shareholders’ equity attributable to
Fathom Digital Manufacturing Corporation
104,159
418,777
Total Liabilities, Shareholders’ Equity,
and Redeemable Non-Controlling Interest
$
495,662
$
1,566,374
Reconciliation of GAAP Net Income (Loss) to Adjusted Net Income
(Loss)
($ in thousands)
Three Months Ended
Nine Months Ended
September 30, 2022
September 30, 2021
September 30, 2022
September 30, 2021
Net loss
$
(1,046,107)
$
(3,476)
$
(994,295)
$
(8,058)
Acquisition expenses(1)
-
-
-
4,045
Stock compensation
1,762
-
5,687
-
Inventory step-up amortization
-
(277)
3,241
-
Goodwill impairment
1,066,564
1,066,564
Restructuring
996
-
996
-
Change in fair value of warrant
liability(2)
(7,400)
-
(28,000)
-
Change in fair value of earnout shares
liability(2)
(18,080)
-
(59,980)
-
Change in fair value of tax receivable
agreement2)
-
-
(200)
-
Integration, non-recurring, non-operating,
cash, and non-cash costs(3)
492
2,679
3,443
5,309
Adjusted net income (loss)
$
(1,773)
$
(1,074)
$
(2,544)
$
1,296
1 Represents expenses incurred related to business acquisitions;
2 Represents the impacts from the change in fair value related to
both the earnout shares liability, the warrant liability and the
tax receivable agreement associated with the business combination
completed on December 23, 2021; 3 Represents adjustments for other
integration, non-recurring, non-operating, cash, and non-cash costs
related primarily to integration costs for new acquisitions,
severance, and management fees paid to our principal owner.
Reconciliation of GAAP Net Income
(Loss) to Adjusted EBITDA
($ in thousands)
Three Months Ended
Nine Months Ended
September 30, 2022
September 30, 2021
September 30, 2022
September 30, 2021
Net loss
$
(1,046,107)
$
(3,476)
$
(994,295)
$
(8,058)
Depreciation and amortization
6,335
4,381
18,539
12,006
Interest expense, net
2,406
4,376
5,738
8,800
Income tax expense
88
729
167
807
Acquisition expenses(1)
-
-
-
4,045
Inventory step-up amortization
-
(277)
3,241
-
Stock compensation
1,762
-
5,687
-
Goodwill impairment
1,066,564
-
1,066,564
-
Restructuring
996
-
996
-
Change in fair value of warrant
liability(2)
(7,400)
-
(28,000)
-
Change in fair value of earnout shares
liability(2)
(18,080)
-
(59,980)
-
Change in fair value of tax receivable
agreement(2)
-
-
(200)
-
Contingent consideration(3)
-
235
-
(1,120)
Loss on extinguishment of debt(4)
-
-
-
2,031
Integration, non-recurring, non-operating,
cash, and non-cash costs(5)
492
2,679
3,443
5,309
Adjusted EBITDA
$
7,056
$
8,647
$
21,900
$
23,820
1 Represents expenses incurred related to business acquisitions;
2 Represents the impacts from the change in fair value related to
both the earnout shares liability, the warrant liability and the
tax receivable agreement associated with the business combination
completed on December 23, 2021; 3 Represents the change in fair
value of contingent consideration payable to former owners of
acquired businesses; 4 Represents amounts paid to refinance debt in
April of 2021; 5 Represents adjustments for other integration,
non-recurring, non-operating, cash, and non-cash costs related
primarily to integration costs for new acquisitions, severance, and
management fees paid to our principal owner.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221113005150/en/
Michael Cimini Director, Investor Relations Fathom Digital
Manufacturing (262) 563-5575 michael.cimini@fathommfg.com
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