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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 8, 2023
FATHOM HOLDINGS INC.
(Exact name of registrant as specified in its
charter)
|
North Carolina
(State or other jurisdiction of incorporation) |
|
|
|
|
001-39412 |
|
82-1518164 |
(Commission File Number) |
|
(IRS Employer Identification No.) |
2000 Regency Parkway Drive, Suite 300, Cary,
North Carolina 27518
(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including area
code 888-455-6040
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 |
Common Stock, No Par Value |
FTHM |
Nasdaq Capital Market |
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).
Emerging
Growth Company x
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.
Item 2.02 |
Results of Operations and Financial Condition. |
On November 8, 2023, Fathom Holdings Inc. issued
a press release announcing its financial results for the quarter ended September 30, 2023. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein in its entirety by reference.
The information in this Item 2.02 (including Exhibit
99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”)
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
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 HOLDINGS INC. |
| |
Date: November 8, 2023 | /s/ Marco Fregenal |
| Marco Fregenal |
| President and Chief Financial Officer |
Exhibit 99.1
Fathom
Holdings Reports Third Quarter 2023 Results
–
Company Targets Adjusted EBITDA Positive in First Quarter of 2024 –
CARY,
NC, November 8, 2023 – Fathom Holdings Inc. (Nasdaq: FTHM) (“Fathom” or the “Company”), a
national, technology-driven, end-to-end real estate services platform integrating residential brokerage, mortgage, title, insurance,
and SaaS offerings for brokerages and agents, today reported financial results for the third quarter ended September 30, 2023.
Q3 2023 and Recent Highlights
| · | Achieved total revenue of $93.5 million and GAAP net loss of $5.5 million during the third quarter. |
| · | Fathom's real estate agent network grew 13% to approximately 11,333 agent licenses at September 30, 2023, up from approximately
9,991 agent licenses at September 30, 2022, as compared to an industry decline of 1.6% (according to the National Association of
REALTORS). |
| · | Fathom completed approximately 10,303 real estate transactions in the third quarter 2023, a 14.7% decrease relative to the third
quarter 2022, as compared to an overall market decline of over 20% (according to the National Association of REALTORS and the Census
Bureau). |
| · | Fathom Realty is operating in 37 states and the District of Columbia; Encompass Lending Group in 41 states and the District of Columbia;
Dagley Insurance in 47 states and the District of Columbia; and Verus Title in 28 states and the District of Columbia. |
| · | Fathom Realty expanded its operations in Q4 in California through the addition of Advance 1 McKeever Realty. Advance 1 McKeever Realty
is an award-winning real estate brokerage with approximately 70 agents that provides a full range of services for buyers and sellers in
Stockton, California. |
| · | Fathom Realty expanded its operations in Q4 in Louisiana through the addition of Team Adkins Real Estate, a leading brokerage team
in Baton Rouge with 13 agents. |
| · | Fathom Realty expanded its operations in Q4 in Massachusetts through the addition of Council Realty, a prominent name in Pioneer Valley
with 22 agents. |
"Our results this quarter continue to demonstrate
Fathom’s ability to navigate challenging market conditions with a truly disruptive business model that is resonating among
agents," said Fathom CEO Joshua Harley. “While the residential real estate market remains challenging, we continue to
believe that our future remains bright and are positioning Fathom for continued success once the industry rebounds. We’re
continuing to grow our agent network and believe we’ll continue to attract high quality agent teams and brokerages going
forward as our agent value proposition remains compelling in the current environment and our pipeline of opportunities remains
strong. We believe that Fathom is the most attractive home for agents long-term as we help them ultimately earn more money with an
industry-leading flat fee commission split to agents. By further rightsizing the Company’s expenses, we’ve set a target
to achieve operating cash flow breakeven as early as Q2 of 2024 while remaining committed to getting back to positive Adjusted
EBITDA in Q1 2024 and going forward.”
"We remain focused on execution and are taking necessary steps
to better position Fathom in the current environment and once the market recovers," stated Fathom President and CFO Marco Fregenal.
“During the third quarter, we continued to see the benefits from the cost-reduction measures we’ve already implemented. We
have continued to further right-size the Company's expenses and implement management salary reductions for a combined expected savings
of approximately $1.2 million per quarter. We believe we are positioned for profitable growth ahead where we can start to show the operating
leverage in our businesses.”
Third Quarter 2023 Financial Results
Fathom's real estate agent network grew 13% to approximately 11,333
agent licenses at September 30, 2023, up from approximately 9,991 agent licenses at September 30, 2022, compared to an industry decline of approximately
1.6%.
In spite of an overall industry decline of over 20% in real
estate transactions from the 2022 third quarter, Fathom only saw a decrease of 14.7%, completing approximately 10,303 transactions
for the 2023 third quarter. Total revenue decreased 16% for the 2023 third quarter to $93.5 million, from $111.3 million for 2022's
third quarter.
Segment revenue for the 2023 third quarter, compared with the 2022
third quarter was as follows:
| |
Revenue | |
| |
Three Months Ended September 30, | | |
Nine Months Ended September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Real Estate Brokerage | |
$ | 88,247 | | |
$ | 104,977 | | |
$ | 256,050 | | |
$ | 311,074 | |
Mortgage | |
| 1,921 | | |
| 2,839 | | |
| 5,404 | | |
| 8,345 | |
Technology | |
| 836 | | |
| 702 | | |
| 2,385 | | |
| 2,003 | |
Corporate and other services (a) | |
| 2,520 | | |
| 2,746 | | |
| 7,315 | | |
| 8,104 | |
Total revenue | |
$ | 93,524 | | |
$ | 111,264 | | |
$ | 271,154 | | |
$ | 329,526 | |
| (a) | Transactions between segments are eliminated in consolidation. Such amounts are eliminated through the Corporate and other services
line. |
GAAP net loss for the 2023 third quarter was $5.5 million, or $0.34
per share, compared with a loss of $6.0 million, or $0.38 per share, for the 2022 third quarter.
General and Administrative expense (G&A) totaled $9.8 million for
the 2023 third quarter, compared with $11.5 million for the third quarter of 2022. G&A as a percentage of revenue remained relatively
constant to the prior year at approximately 10.5%. Fathom began implementing its cost-reduction initiatives in the fourth quarter of 2022
and is committed to achieving Adjusted EBITDA positive in Q1 2024 and going forward.
Adjusted EBITDA loss, a non-GAAP measure, was $253 thousand compared
with an Adjusted EBITDA loss of approximately $2.3 million for the 2022 third quarter.
Fathom provides Adjusted EBITDA, a non-GAAP financial measure, because
it offers additional information for monitoring the Company's cash flow performance. A table providing a reconciliation of Adjusted EBITDA
to its most comparable GAAP measure, as well as an explanation of, and important disclosures about, this non-GAAP measure, is included
in the tables at the end of this press release.
Guidance/Long-Term Targets
Without giving a timeline for reaching this target, the Company reiterated
that it believes it can generate Adjusted EBITDA exceeding $40.0 million per year at 100,000 to 110,000 transactions per year.
Given the continued uncertainty in the macro environment, the Company
will not be providing guidance for the fourth quarter ending December 31, 2023 and will revisit guidance expectations next quarter.
Conference Call
Fathom management will hold a conference call at 5:00 p.m. Eastern
time (2:00 p.m. Pacific time) today to discuss its financial results for the third quarter ended September 30, 2023.
Call Date: Wednesday, November 8, 2023
Time: 5:00 p.m. Eastern time (2:00
p.m. Pacific time)
U.S. dial-in: 833-685-0908
International dial-in: 412-317-5742
Please call the conference telephone number five minutes prior to the
start time. An operator will register your name and organization.
A live audio webcast of the conference call will be available in listen-only
mode simultaneously and available via the investor relations section of the Company’s website at www.FathomInc.com.
A telephone replay of the call will be available through November 15,
2023.
U.S. replay dial-in: 877-344-7529
International replay dial-in: 412-317-0088
Replay ID: 7862010
About Fathom Holdings Inc.
Fathom Holdings Inc. is a national, technology-driven, real estate
services platform integrating residential brokerage, mortgage, title, insurance, and SaaS offerings to brokerages and agents by leveraging
its proprietary cloud-based software, intelliAgent. The Company's brands include Fathom Realty, Dagley Insurance, Encompass Lending,
intelliAgent, LiveBy, Real Results, and Verus Title. For more information, visit www.FathomInc.com.
Cautionary Note Concerning
Forward-Looking Statements
This press release contains "forward-looking
statements," including, but not limited to, the Company’s ability to achieve operating cash flow breakeven in Q2 of
2024, its ability to continue attracting agents and generating higher revenue, and its ability to continue to reduce costs, among
others. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company,
including: risks associated with general economic conditions, including rising interest rates; its ability to generate positive
operating cash flow; risks associated with the Company's ability to continue achieving significant growth; its ability to continue
its growth trajectory while achieving profitability over time; and other risks as set forth in the Risk Factors section of the
Company's most recent Form 10-K as filed with the SEC and supplemented from time to time in other Company filings made with the SEC.
Copies of Fathom's Form 10-K and other SEC filings are available on the SEC's website, www.sec.gov. The Company undertakes no
obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Investor Contact:
Alex Kovtun and Matt Glover
Gateway Group, Inc.
949-574-3860
FTHM@gateway-grp.com
FATHOM HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except share data)
| |
Three Months Ended
September 30, | | |
Nine Months Ended September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Revenue | |
| | | |
| | | |
| | | |
| | |
Gross commission income | |
$ | 88,247 | | |
$ | 104,977 | | |
$ | 256,050 | | |
$ | 311,074 | |
Other service revenue | |
| 5,277 | | |
| 6,287 | | |
| 15,104 | | |
| 18,452 | |
Total revenue | |
| 93,524 | | |
| 111,264 | | |
| 271,154 | | |
| 329,526 | |
Operating expenses | |
| | | |
| | | |
| | | |
| | |
Commission and other agent-related costs | |
| 83,770 | | |
| 99,448 | | |
| 241,834 | | |
| 295,237 | |
Operations and support | |
| 1,886 | | |
| 2,420 | | |
| 5,404 | | |
| 6,192 | |
Technology and development | |
| 1,760 | | |
| 1,456 | | |
| 4,674 | | |
| 3,931 | |
General and administrative | |
| 9,793 | | |
| 11,528 | | |
| 29,552 | | |
| 34,669 | |
Marketing | |
| 796 | | |
| 1,457 | | |
| 2,439 | | |
| 3,948 | |
Depreciation and amortization | |
| 891 | | |
| 852 | | |
| 2,406 | | |
| 2,238 | |
Total operating expenses | |
| 98,896 | | |
| 117,161 | | |
| 286,309 | | |
| 346,215 | |
Loss from operations | |
| (5,372 | ) | |
| (5,897 | ) | |
| (15,155 | ) | |
| (16,689 | ) |
Other expense (income), net | |
| | | |
| | | |
| | | |
| | |
Interest expense (income), net | |
| 88 | | |
| (11 | ) | |
| 151 | | |
| 4 | |
Other nonoperating expense | |
| 18 | | |
| 126 | | |
| 181 | | |
| 800 | |
Other expense (income), net | |
| 106 | | |
| 115 | | |
| 332 | | |
| 804 | |
Loss before income taxes | |
| (5,478 | ) | |
| (6,012 | ) | |
| (15,487 | ) | |
| (17,493 | ) |
Income tax expense | |
| 18 | | |
| — | | |
| 55 | | |
| 185 | |
Net loss | |
$ | (5,496 | ) | |
$ | (6,012 | ) | |
$ | (15,542 | ) | |
$ | (17,678 | ) |
Net loss per share: | |
| | | |
| | | |
| | | |
| | |
Basic | |
$ | (0.34 | ) | |
$ | (0.38 | ) | |
$ | (0.97 | ) | |
$ | (1.10 | ) |
Diluted | |
$ | (0.34 | ) | |
$ | (0.38 | ) | |
$ | (0.97 | ) | |
$ | (1.10 | ) |
Weighted average common shares outstanding: | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 16,074,123 | | |
| 15,804,644 | | |
| 16,036,622 | | |
| 16,054,025 | |
Diluted | |
| 16,074,123 | | |
| 15,804,644 | | |
| 16,036,622 | | |
| 16,054,025 | |
FATHOM HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share data)
| |
September 30, 2023 | | |
December 31, 2022 | |
ASSETS | |
(Unaudited) | | |
| |
Current assets: | |
| | | |
| | |
Cash and cash equivalents | |
$ | 6,616 | | |
$ | 8,320 | |
Restricted cash | |
| 146 | | |
| 60 | |
Accounts receivable | |
| 4,124 | | |
| 3,074 | |
Mortgage loans held for sale, at fair value | |
| 7,152 | | |
| 3,694 | |
Prepaid and other current assets | |
| 3,604 | | |
| 3,668 | |
Total current assets | |
| 21,642 | | |
| 18,816 | |
Property and equipment, net | |
| 2,460 | | |
| 2,945 | |
Lease right of use assets | |
| 4,392 | | |
| 5,508 | |
Intangible assets, net | |
| 24,637 | | |
| 27,259 | |
Goodwill | |
| 25,607 | | |
| 25,607 | |
Other assets | |
| 59 | | |
| 52 | |
Total assets | |
$ | 78,797 | | |
$ | 80,187 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 3,402 | | |
$ | 3,343 | |
Accrued and other current liabilities | |
| 3,034 | | |
| 3,403 | |
Warehouse lines of credit | |
| 6,890 | | |
| 3,580 | |
Lease liability - current portion | |
| 1,509 | | |
| 1,609 | |
Long-term debt - current portion | |
| 290 | | |
| 564 | |
Total current liabilities | |
| 15,125 | | |
| 12,499 | |
Lease liability, net of current portion | |
| 4,105 | | |
| 5,241 | |
Long-term debt, net of current portion | |
| 3,451 | | |
| 129 | |
Other long-term liabilities | |
| 312 | | |
| 297 | |
Total liabilities | |
| 22,993 | | |
| 18,166 | |
Commitments and contingencies (Note 18) | |
| | | |
| | |
Stockholders’ equity: | |
| | | |
| | |
Common stock (no par value, shares authorized, 100,000,000; shares issued and outstanding, 18,174,473 and 17,468,562 as of September 30, 2023 and December 31, 2022, respectively) | |
| — | | |
| — | |
Additional paid-in capital | |
| 118,951 | | |
| 109,626 | |
Accumulated deficit | |
| (63,147 | ) | |
| (47,605 | ) |
Total stockholders’ equity | |
| 55,804 | | |
| 62,021 | |
Total liabilities and stockholders’ equity | |
$ | 78,797 | | |
$ | 80,187 | |
FATHOM HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
| |
Nine Months Ended
September 30, | |
| |
2023 | | |
2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | | |
| | |
Net loss | |
$ | (15,542 | ) | |
$ | (17,678 | ) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 4,466 | | |
| 3,839 | |
Non-cash lease expense | |
| 1,291 | | |
| 1,565 | |
Deferred financing costs amortization | |
| 46 | | |
| — | |
Other non-cash | |
| 200 | | |
| — | |
Gain on sale of mortgages | |
| (2,778 | ) | |
| (3,443 | ) |
Stock-based compensation | |
| 9,325 | | |
| 6,470 | |
Deferred income taxes | |
| 14 | | |
| — | |
Change in operating assets and liabilities: | |
| | | |
| | |
Accounts receivable | |
| (1,050 | ) | |
| (672 | ) |
Derivative assets | |
| — | | |
| (241 | ) |
Prepaid and other current assets | |
| (136 | ) | |
| (2,182 | ) |
Other assets | |
| (7 | ) | |
| 43 | |
Accounts payable | |
| 59 | | |
| (382 | ) |
Accrued and other current liabilities | |
| (3 | ) | |
| (284 | ) |
Operating lease liabilities | |
| (1,412 | ) | |
| (1,540 | ) |
Mortgage loans held for sale originations | |
| (111,722 | ) | |
| (205,137 | ) |
Proceeds from sale and principal payments on mortgage loans held for sale | |
| 111,043 | | |
| 213,172 | |
Net cash used in operating activities | |
| (6,206 | ) | |
| (6,470 | ) |
| |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | |
Purchase of property and equipment | |
| (21 | ) | |
| (981 | ) |
Amounts paid for business and asset acquisitions; net of cash acquired | |
| — | | |
| (2,479 | ) |
Purchase of intangible assets | |
| (1,337 | ) | |
| (2,473 | ) |
Net cash used in investing activities | |
| (1,358 | ) | |
| (5,933 | ) |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
Proceeds from debt | |
| 3,768 | | |
| 554 | |
Principal payments on debt | |
| (566 | ) | |
| (846 | ) |
Cash paid for debt issuance costs | |
| (200 | ) | |
| — | |
Borrowings from warehouse lines of credit | |
| 108,398 | | |
| 177,581 | |
Repayment on warehouse lines of credit | |
| (105,088 | ) | |
| (182,080 | ) |
Deferred acquisition consideration payments | |
| (366 | ) | |
| — | |
Repurchase of common stock | |
| — | | |
| (6,045 | ) |
Net cash provided by (used in) financing activities | |
| 5,946 | | |
| (10,836 | ) |
Net decrease in cash, cash equivalents, and restricted cash | |
| (1,618 | ) | |
| (23,239 | ) |
Cash, cash equivalents, and restricted cash at beginning of period | |
| 8,380 | | |
| 37,921 | |
Cash, cash equivalents, and restricted cash at end of period | |
$ | 6,762 | | |
$ | 14,682 | |
| |
| | | |
| | |
Supplemental disclosure of cash and non-cash transactions: | |
| | | |
| | |
Cash paid for interest | |
$ | 188 | | |
$ | 23 | |
Income taxes paid | |
| 50 | | |
| 111 | |
Amounts due to sellers | |
| — | | |
| 1,100 | |
Capitalized stock-based compensation | |
| — | | |
| — | |
Right of use assets obtained in exchange for new lease liabilities | |
| 175 | | |
| 2,219 | |
Issuance of common stock for purchase of business | |
| — | | |
| 6,168 | |
Reconciliation of cash and restricted cash: | |
| | | |
| | |
Cash and cash equivalents | |
$ | 6,616 | | |
$ | 14,543 | |
Restricted cash | |
| 146 | | |
| 139 | |
Total cash, cash equivalents, and restricted cash shown in statement of cash flows | |
$ | 6,762 | | |
$ | 14,682 | |
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL
MEASURES
(UNAUDITED)
(in thousands)
| |
Three Months Ended
September 30, | | |
Nine Months Ended
September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Net loss | |
$ | (5,496 | ) | |
$ | (6,012 | ) | |
$ | (15,542 | ) | |
$ | (17,678 | ) |
Other expense (income), net | |
| 106 | | |
| 115 | | |
| 332 | | |
| 804 | |
Income tax expense | |
| 18 | | |
| — | | |
| 55 | | |
| 185 | |
Depreciation and amortization | |
| 1,599 | | |
| 1,436 | | |
| 4,466 | | |
| 3,839 | |
Other non-cash items and transaction costs | |
| 200 | | |
| 13 | | |
| 200 | | |
| 73 | |
Stock based compensation | |
| 3,320 | | |
| 2,123 | | |
| 9,325 | | |
| 6,470 | |
Adjusted EBITDA | |
$ | (253 | ) | |
$ | (2,325 | ) | |
$ | (1,164 | ) | |
$ | (6,307 | ) |
Note about Non-GAAP Financial Measures
To supplement Fathom's consolidated
financial statements, which are prepared and presented in accordance with GAAP, the Company uses Adjusted EBITDA, a non-GAAP financial
measure, to understand and evaluate our core operating performance. This non-GAAP financial measure, which may be different than similarly
titled measures used by other companies, is presented to enhance investors' overall understanding of our financial performance and should
not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
Fathom defines the non-GAAP
financial measure of Adjusted EBITDA as net income (loss), excluding other income and expense, income taxes, depreciation and amortization,
share-based compensation expense, and other non-cash and transaction-related costs.
Fathom believes that Adjusted
EBITDA provides useful information about the Company's financial performance, enhances the overall understanding of its past performance
and future prospects, and allows for greater transparency with respect to a key metric used by Fathom's management for financial and operational
decision-making. Fathom believes that Adjusted EBITDA helps identify underlying trends in its business that otherwise could be masked
by the effect of the expenses that the Company excludes in Adjusted EBITDA. In particular, Fathom believes the exclusion of share-based
compensation expense related to restricted stock and restricted stock unit awards and stock options, and transaction-related costs associated
with the Company's acquisition activity, provides a useful supplemental measure in evaluating the performance of its operations and provides
better transparency into its results of operations. Adjusted EBITDA also excludes other income and expense, net which primarily includes
nonrecurring items, such as, gain on debt extinguishment and severance costs, if applicable, and other non-cash items representing reserves
on certain agent fee collections.
Fathom is presenting the non-GAAP
measure of Adjusted EBITDA to assist investors in seeing its financial performance through the eyes of management, and because the Company
believes this measure provides an additional tool for investors to use in comparing Fathom's core financial performance over multiple
periods with other companies in its industry.
Adjusted EBITDA should not
be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. There are a number of
limitations related to the use of Adjusted EBITDA compared to net income (loss), the closest comparable GAAP measure. Some of these limitations
are that:
| · | Adjusted EBITDA excludes share-based compensation expense related to restricted
stock and restricted stock unit awards and stock options, which have been, and will continue to be for the foreseeable future, significant
recurring expenses in Fathom's business and an important part of its compensation strategy; |
| · | Adjusted EBITDA excludes transaction-related costs primarily consisting of
professional fees and any other costs incurred directly related to acquisition activity, which is an ongoing part of Fathom's growth strategy
and therefore likely to occur; and |
| · | Adjusted EBITDA excludes certain recurring, non-cash charges such as depreciation
and amortization of property and equipment and capitalized software, and acquisition related intangible asset costs, however, the assets
being depreciated and amortized may have to be replaced in the future. |
v3.23.3
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