DMC Global Inc.

Previous wording

NobelClad produces explosion-welded clad metal plates for use in the construction of corrosion resistant industrial processing equipment and specialized transition joints for commuter rail cars, ships, and liquified natural gas (LNG) processing equipment. While most demand for our products is driven by maintenance and retrofit projects at existing plants and facilities, new projects for petrochemical processing, oil refining, and aluminum smelting facilities also account for a significant portion of total demand. These industries tend to be cyclical in nature and the timing of new order inflow remains difficult to predict. We use backlog, defined as all unfilled firm purchase orders and commitments at a point in time, to measure the immediate outlook for our NobelClad business. Most firm purchase orders and commitments are realized and shipped within twelve months. NobelClad's backlog was $41,014 at March 31, 2025 compared to $48,885 at December 31, 2024.

Current wording

NobelClad produces explosion-welded clad metal plates for use in the construction of corrosion resistant industrial processing equipment and specialized transition joints for commuter rail cars, ships, and liquified natural gas (LNG) processing equipment. While most demand for our products is driven by maintenance and retrofit projects at existing plants and facilities, new projects for petrochemical processing, oil refining, and aluminum smelting facilities also account for a significant portion of total demand. These industries tend to be cyclical in nature and the timing of new order inflow remains difficult to predict. We use backlog, defined as all unfilled firm purchase orders and commitments at a point in time, to measure the immediate outlook for our NobelClad business. Most firm purchase orders and commitments are realized and shipped within twelve months. NobelClad's backlog was $37,263 at June 30, 2025 compared to $48,885 at December 31, 2024.

Previous wording

•Consolidated sales were $159,290 in the first quarter of 2025 versus $166,869 in the first quarter of 2024, a decrease of 5%. The decline in consolidated sales performance was driven by lower sales at DynaEnergetics.

Current wording

•Consolidated sales were $155,487 in the second quarter of 2025 versus $171,179 in the second quarter of 2024, a decrease of 9%. The decline in consolidated sales performance was driven by lower sales at Arcadia Products and DynaEnergetics.

Previous wording

•Arcadia Products reported sales of $65,580 in the first quarter of 2025, representing an increase of 6% compared to the first quarter of 2024. The increase was primarily attributable to higher sales volumes for longer-cycle commercial projects, partially offset by lower sales volumes in high-end residential markets.

Current wording

•Arcadia Products reported sales of $61,980 in the second quarter of 2025, representing a decrease of 11% compared to the second quarter of 2024. The decrease was primarily attributable to lower sales volumes in commercial exterior and high-end residential markets.

Previous wording

•DynaEnergetics’ sales of $65,551 in the first quarter of 2025 represented a 16% decrease compared to the first quarter of 2024. The decline was due to a decrease in volume of DynaStage® (DS) perforating systems attributable to lower well completions in North America, pricing decreases due to industry consolidation in the United States, and a 27% reduction in international sales due to project timing.

Current wording

•DynaEnergetics’ sales of $66,862 in the second quarter of 2025 represented a 12% decrease compared to the second quarter of 2024. The decline was due to a decrease in volume of DynaStage® (DS) perforating systems attributable to lower well completions in North America, pricing decreases due to industry consolidation in the United States, and a reduction in international sales due to project timing.

Previous wording

•NobelClad’s sales of $28,159 in the first quarter of 2025 increased 5% compared to the first quarter of 2024 primarily due to timing of shipments out of backlog.

Current wording

•NobelClad’s sales of $26,645 in the second quarter of 2025 increased 6% compared to the second quarter of 2024 primarily due to timing of shipments out of backlog.

Previous wording

•The Company’s leverage ratio, calculated in accordance with its credit facility, was 1.38 to 1.0 as of March 31, 2025 in comparison to the maximum ratio permitted of 3.0 to 1.0. The Company’s adjusted leverage ratio, calculated using net debt, a non-GAAP measure, as of March 31, 2025, was 1.11 to 1.0.

Current wording

•The Company’s leverage ratio, calculated in accordance with its credit facility, was 1.23 to 1.0 as of June 30, 2025 in comparison to the maximum ratio permitted of 3.0 to 1.0. The Company’s adjusted leverage ratio, calculated using net debt, a non-GAAP measure, as of June 30, 2025, was 0.98 to 1.0.

Previous wording

Our three manufacturing businesses continue to closely monitor evolving U.S. and reciprocal tariff policies, and our DynaEnergetics and NobelClad businesses also are evaluating the implications of recent volatility in energy prices. If our businesses cannot mitigate tariff impacts or if tariffs significantly reduce product demand, both net sales and profitability will suffer. For further details on potential tariff impacts, see Part II, Item 1A. Risk Factors.

Current wording

Our three manufacturing businesses continue to closely monitor evolving U.S. and reciprocal tariff policies. In addition, our DynaEnergetics and NobelClad businesses are tracking the implications of continued volatility in U.S. and global energy markets. If our businesses cannot mitigate tariff impacts or if tariffs significantly reduce product demand, both net sales and profitability will decline. For further details on potential tariff impacts, see Part II, Item 1A. Risk Factors.

Previous wording

At NobelClad, uncertainty associated with tariffs has led to a slowdown in bookings activity. Order backlog at the end of the first quarter was $41,014 versus $48,885 at the end of last year’s fourth quarter. Quoting activity has remained healthy, and NobelClad believes order activity could improve once customers gain clarity on the implications of future tariffs.

Current wording

At NobelClad, continued uncertainty related to tariffs has reduced bookings activity. Order backlog at the end of the second quarter was $37,263 versus $41,014 at the end of the first quarter. NobelClad continues to believe order activity could improve once customers gain clarity on future tariff actions.

Previous wording

•Adjusted net income (loss): defined as net income (loss) attributable to DMC Global Inc. stockholders prior to the adjustment of redeemable noncontrolling interest plus restructuring expenses and asset impairment charges (if applicable) and, when appropriate, nonrecurring items that management does not utilize in assessing DMC's operating performance.

Current wording

•Adjusted net income (loss): defined as net income (loss) attributable to DMC Global Inc. stockholders prior to the adjustment of redeemable noncontrolling interest plus restructuring expenses and asset impairment charges (if

Previous wording

Net sales were $159,290 for the three months ended March 31, 2025, or a decrease of 5% compared with the same period in 2024, due to lower sales at DynaEnergetics. The 16% decline at DynaEnergetics was due to a decrease in volume of DS perforating systems attributable to lower well completions in North America, pricing decreases due to industry consolidation in the United States, and lower international sales due to project timing. This decrease was partially offset by a 6% and 5% increase in net sales at Arcadia Products and NobelClad, respectively. The increase in net sales at Arcadia was primarily attributable to higher sales volumes for longer-cycle commercial projects while the increase in net sales at NobelClad was due to timing of shipments out of backlog.

Current wording

Net sales were $155,487 for the three months ended June 30, 2025, or a decrease of 9% compared with the same period in 2024, due to lower sales at Arcadia Products and DynaEnergetics. The 11% decline at Arcadia Products was due to lower sales volumes in commercial exterior and high-end residential markets. The 12% decline at DynaEnergetics was due to a decrease in volume of DS perforating systems attributable to lower well completions in North America, pricing decreases due to industry consolidation in the United States, and lower international sales due to project timing. These decreases were partially offset by a 6% increase in net sales at NobelClad. The increase in net sales at NobelClad was due to the timing of shipments out of backlog.

Previous wording

Amortization of purchased intangible assets decreased $529 for the three months ended March 31, 2025 compared to the same period in 2024 as the Arcadia Products customer relationship purchased intangible asset is amortized using an accelerated amortization method.

Current wording

Amortization of purchased intangible assets decreased $544 for the three months ended June 30, 2025 compared to the same period in 2024 as the Arcadia Products customer relationship purchased intangible asset is amortized using an accelerated amortization method.

Previous wording

Income tax provisionof $2,733 was recorded on income before income taxes of $4,596 for the three months ended March 31, 2025. Our most significant operations are in the United States, which has a 21% statutory income tax rate, and Germany, which has a 32% combined statutory income tax rate. The mix of income or loss before income taxes between these jurisdictions is one of the primary drivers of the difference between our 21% statutory tax rate and our effective tax rate. Additionally, the effective rate was impacted unfavorably by state taxes and a valuation allowance in the U.S. which results in no benefit for losses generated domestically. We recorded an income tax provision of $1,643 on income before income taxes of $3,962 for the three months ended March 31, 2024. The prior year rate was impacted unfavorably by the geographic mix of pretax income, state taxes and certain compensation expenses that are not tax deductible in the U.S. The operating results of Arcadia Products that are attributable to the redeemable noncontrolling interest holder are not taxed at DMC, which resulted in a partially offsetting favorable impact to the effective tax rate.

Current wording

Income tax provisionof $1,419 was recorded on income before income taxes of $1,740 for the three months ended June 30, 2025. Our most significant operations are in the United States, which has a 21% statutory income tax rate, and Germany, which has a 32% combined statutory income tax rate. The mix of income or loss before income taxes between these jurisdictions is one of the primary drivers of the difference between our 21% statutory tax rate and our effective tax rate. Additionally, the effective rate was impacted unfavorably by state taxes and a valuation allowance in the U.S. which results in no benefit for losses generated domestically. We recorded an income tax provision of $2,792 on income before income taxes of $9,085 for the three months ended June 30, 2024. The prior year rate was impacted unfavorably by the geographic mix of pretax income, state taxes and certain compensation expenses that are not tax deductible in the U.S. The operating results of Arcadia Products that are attributable to the redeemable noncontrolling interest holder are not taxed at DMC, which resulted in a partially offsetting favorable impact to the effective tax rate.

Previous wording

Net income attributable to DMC Global Inc. for thethree months ended March 31, 2025 was$677, compared to$2,563 for the same period in 2024 primarily due to the factors discussed above.

Current wording

Net income attributable to DMC Global Inc. for thethree months ended June 30, 2025 was$116, compared to$4,012 for the same period in 2024 primarily due to the factors discussed above.

Previous wording

Strategic review and related expensesof $1,298 for the three months ended March 31, 2025 include $932 in professional service fees and $366 in employee retention compensation, including $36 of stock-based compensation.

Current wording

Strategic review and related expenses of $2,073 for the six months ended June 30, 2025 relate primarily to $1,507 in professional service fees and $366 in employee retention compensation, including $36 of stock-based compensation.

Previous wording

For the three months ended March 31, 2024, strategic review and related expenses were $2,169 and primarily include $1,138 in professional service fees and $489 in employee retention compensation, including $72 of stock-based compensation.

Current wording

For the six months ended June 30, 2024, strategic review and related expenses were $4,189 and primarily included $2,170 in professional service fees and $1,351 in employee retention compensation, including $178 of stock-based compensation.

Previous wording

(2)Net income attributable to DMC Global Inc. prior to the adjustment of redeemable noncontrolling interest for purposes of calculating earnings per share

Current wording

(2)Net loss attributable to DMC Global Inc. prior to the adjustment of redeemable noncontrolling interest.

Previous wording

General and administrative expenses decreased $197 for the three months ended March 31, 2025 compared with the same period in prior year primarily due to lower business related travel of $190.

Current wording

General and administrative expenses decreased $1,276 for the three months ended June 30, 2025 compared with the same period in prior year primarily due to lower compensation costs of $645 as a result of a reduction in headcount, lower expenses related to the Waterkeeper matter of $450, and a reduction in business related travel of $170.

Previous wording

Amortization of purchased intangible assets decreased $514 for the three months ended March 31, 2025 compared to the same period in 2024 as the customer relationship purchased intangible asset is amortized using an accelerated amortization method.

Current wording

Amortization of purchased intangible assets decreased $515 for the three months ended June 30, 2025 compared to the same period in 2024 as the customer relationship purchased intangible asset is amortized using an accelerated amortization method.

Previous wording

Net sales increased $3,655 for the three months ended March 31, 2025 compared to the same period in 2024 primarily due to higher sales volumes for longer-cycle commercial projects. This increase was partially offset by lower sales volumes in longer-cycle high-end residential markets.

Current wording

Net sales decreased $4,113 for the six months ended June 30, 2025 compared to the same period in 2024 due tolower sales volumes in longer-cycle high-end residential markets.

Previous wording

Gross profit percentage decreased to 28.8% for the three months ended March 31, 2025 due to a less favorable project mix.

Current wording

Gross profit percentage decreased to 24.7% for the three months ended June 30, 2025 due to a less favorable project and regional mix.

Previous wording

General and administrative expenses were lower by $144 for the three months ended March 31, 2025 compared to the same period in 2024 driven by a decrease in outside service costs of $122.

Current wording

Selling and distribution expenses were lower by $144 for the three months ended June 30, 2025 compared to the same period in 2024 due primarily to a decrease in incentive compensation costs of $107 and a reduction in business related travel of $48.

Previous wording

We have historically financed our operations from a combination of internally generated cash flow, revolving credit borrowings, and various long-term debt arrangements. Our net debt position was $57,716 at March 31, 2025 compared to $56,529 at December 31, 2024. The increase in net debt during the first quarter was due primarily to net borrowings of $1,500 which assisted in funding the payment of various liabilities, including employee retention bonuses associated with the strategic review and incentive compensation earned in 2024.

Current wording

We have historically financed our operations from a combination of internally generated cash flow, revolving credit borrowings, and various long-term debt arrangements. Our net debt position was $46,248 at June 30, 2025 compared to $56,529 at December 31, 2024. The decrease was due primarily to improved financial performance which resulted in net credit facility repayments of $12,278.

Previous wording

On February 6, 2024, the Company and certain domestic subsidiaries entered into an amendment (the “First Amendment”) to its existing credit agreement with a syndicate of banks, led by KeyBank National Association (the “credit facility”). The First Amendment provides for certain changes to the credit facility, including an increase in the maximum commitment amount from$200,000 to$300,000. The credit facility allows for revolving loans of up to$200,000, a$50,000 term loan facility, and a$50,000 delayed draw term loan facility that can be accessed by the Company at its discretion until February 6, 2026. The$50,000 term loan facility is amortizable at$625 per quarter beginning on June 30, 2024 through March 31, 2026. Quarterly term loan amortization increases to$938 on June 30, 2026 through March 31, 2028, and increases to$1,250 from June 30, 2028 through December 31, 2028. A balloon payment for the outstanding term loan balance is due upon the credit facility maturity date of February 6, 2029. The credit facility retains a$100,000 accordion feature to increase the commitments under the revolving loan and/or by adding one or more term loans subject to approval by the applicable lenders. The credit facility is secured by certain assets of DMC including accounts receivable, inventory, and fixed assets, including Arcadia Products and its subsidiary, as well as guarantees and share pledges by DMC and its subsidiaries.

Current wording

On February 6, 2024, the Company and certain domestic subsidiaries entered into an amendment (the “First Amendment”) to its existing credit agreement with a syndicate of banks, led by KeyBank National Association (the “credit facility”). The First Amendment provides for certain changes to the credit facility, including an increase in the maximum commitment amount from$200,000 to$300,000. The credit facility allows for revolving loans of up to$200,000, a$50,000 term loan facility, and a$50,000 delayed draw term loan facility that can be accessed by the Company at its discretion until February 6, 2026 (the “Delayed Draw Term Loan Facility”). The$50,000 term loan facility is amortizable at$625 per quarter beginning on June 30, 2024 through March 31, 2026. Quarterly term loan amortization increases to$938 on June 30, 2026 through March 31, 2028, and increases to$1,250 from June 30, 2028 through December 31, 2028. A balloon payment for the outstanding term loan balance is due upon the credit facility maturity date of February 6, 2029. The credit facility retains a$100,000 accordion feature to increase the commitments under the revolving loan and/or by adding one or more term loans subject to approval by the applicable lenders. The credit facility is secured by certain assets of DMC including accounts receivable, inventory, and fixed assets, including Arcadia Products and its subsidiary, as well as guarantees and share pledges by DMC and its subsidiaries.

Previous wording

Borrowings under the$200,000 revolving loan limit and$50,000 Term Loan can be in the form of Adjusted Daily Simple Secured Overnight Financing Rate ("SOFR") loans or one month Adjusted Term SOFR loans. Additionally, U.S. dollar borrowings on the revolving loan can be in the form of Base Rate loans (Base Rate borrowings are based on the greater of the administrative agent’s Prime rate, an adjusted Federal Funds rate or an adjusted SOFR rate). SOFR loans bear interest at the applicable SOFR rate plus an applicable margin(varying from 2.25% to 3.25%). Base Rate loans bear interest at the defined Base Rate plus an applicable margin (varying from 1.25% to 2.25%).

Current wording

Borrowings under the$200,000 revolving loan limit and$50,000 term loan can be in the form of Adjusted Daily Simple Secured Overnight Financing Rate ("SOFR") loans or one month Adjusted Term SOFR loans. Additionally, U.S. dollar borrowings on the revolving loan can be in the form of Base Rate loans (Base Rate borrowings are based on the greater of the administrative agent’s Prime rate, an adjusted Federal Funds rate or an adjusted SOFR rate). SOFR loans currently bear interest at the applicable SOFR rate plus an applicable margin(varying from 2.25% to 3.25%). Base Rate loans currently bear interest at the defined Base Rate plus an applicable margin (varying from 1.25% to 2.25%).

Previous wording

The leverage ratio is defined in the credit facility as the ratio of Consolidated Funded Indebtedness (as defined in the credit facility) on the last day of any trailing four quarter period to Consolidated EBITDA (as defined in the credit facility) for such period. The maximum leverage ratio permitted by our credit facility is 3.0 to 1.0. The actual leverage ratio as of March 31, 2025, calculated in accordance with the amended credit facility, was 1.38 to 1.0.

Current wording

The leverage ratio is defined in the credit facility as the ratio of Consolidated Funded Indebtedness (as defined in the credit facility) on the last day of any trailing four quarter period to Consolidated EBITDA (as defined in the credit facility) for such period. The maximum leverage ratio currently permitted by our credit facility is 3.0 to 1.0; provided, however, that the Second Amendment (as defined below) provides for a temporary increase in the maximum leverage ratio under certain circumstances as described below. The maximum leverage ratio currently permitted by our credit facility is 3.0 to 1.0. The actual leverage ratio as of June 30, 2025, calculated in accordance with the Second Amendment, was 1.23 to 1.0.

Previous wording

The debt service coverage ratio is defined in the credit facility as the ratio of Consolidated EBITDA less the sum of capital distributions paid in cash (other than those made with respect to preferred stock issued under the Operating Agreement), Consolidated Unfunded Capital Expenditures (as defined in the credit facility), and net cash income taxes divided by the sum of cash interest expense, any dividends on the preferred stock paid in cash, and scheduled principal payments on funded indebtedness. Under our credit facility, the minimum debt service coverage ratio permitted is 1.25 to 1.0. The actual debt service coverage ratio for the trailing twelve months ended March 31, 2025 was 3.43 to 1.0.

Current wording

The debt service coverage ratio is defined in the credit facility as the ratio of Consolidated EBITDA less the sum of capital distributions paid in cash (other than those made with respect to preferred stock issued under the Operating Agreement), Consolidated Unfunded Capital Expenditures (as defined in the credit facility), and net cash income taxes divided by the sum of cash interest expense, any dividends on the preferred stock paid in cash, and scheduled principal payments on funded indebtedness. Under our credit facility, the minimum debt service coverage ratio permitted is 1.25 to 1.0. The actual debt service coverage ratio for the trailing twelve months ended June 30, 2025 was 3.83 to 1.0.

Previous wording

We also maintain a line of credit with a German bank for certain European operations. This line of credit provides a borrowing capacity of €7,000 on which no amounts were outstanding as of March 31, 2025.

Current wording

We also maintain a line of credit with a German bank for certain European operations. This line of credit provides a borrowing capacity of €7,000 of which €637 was outstanding as of June 30, 2025.

Previous wording

The Operating Agreement for Arcadia Products contains a right for the Company to purchase the remaining interest in Arcadia Products from the minority interest holder on or after December 23, 2024 (“Call Option”). The minority interest holder of Arcadia Products has the right to sell its remaining interest in Arcadia Products to the Company (“Put Option”). On December 3, 2024, the Company and minority interest holder entered into an amendment to the Operating Agreement whereby the minority interest holder agreed not to exercise the Put Option until on or after September 6, 2026 in exchange for, among other terms, a one-time payment of $2,500. Both the Call Option and Put Option enable the respective holder to exercise their rights based upon a predefined calculation as included within the Operating Agreement, subject to a floor value also as defined within the Operating Agreement which is based primarily upon a contractually stated equity value.

Current wording

The Operating Agreement for Arcadia Products contains a right for the Company to purchase the remaining interest in Arcadia Products from the minority interest holder on or after December 23, 2024 (“Call Option”). The minority interest holder of Arcadia Products also has the right to sell its remaining interest in Arcadia Products to the Company (“Put Option”). On December 3, 2024, the Company and minority interest holder entered into an amendment to the Operating Agreement whereby the minority interest holder agreed not to exercise the Put Option until on or after September 6, 2026. Both the Call Option and Put Option enable the respective holder to exercise their rights based upon a predefined calculation as included within the Operating Agreement, subject to a floor value also as defined within the Operating Agreement which is based primarily upon a contractually stated equity value.

Previous wording

Our debt balance, net of deferred debt issuance costs, increased to $72,421 at March 31, 2025 from $70,818 at December 31, 2024 for the reasons discussed above. Our other contractual obligations and commitments have not materially changed since December 31, 2024.

Current wording

Our debt balance, net of deferred debt issuance costs, decreased to $58,675 at June 30, 2025 from $70,818 at December 31, 2024 for the reasons discussed above. Our other contractual obligations and commitments have not materially changed since December 31, 2024.

Previous wording

Net cash used in investing activities for the three months ended March 31, 2025 of $3,332 was attributable to the acquisition, net of proceeds received, of property, plant and equipment. Net cash provided by investing activities for the three months ended March 31, 2024 of $9,651 related to proceeds from sales and maturities of marketable securities of $12,619, partially offset by the acquisition of property, plant and equipment of$2,968.

Current wording

Net cash provided by investing activities for the six months ended June 30, 2024 of $7,204 related to proceeds from sales and maturities of marketable securities of $12,619, partially offset by the acquisition of property, plant and equipment of $5,515.

Previous wording

Net cash flows used in financing activities for the three months ended March 31, 2025 of $135 included distributions to the redeemable noncontrolling interest holder of $1,151 and treasury stock purchases of $484, which were partially offset by net credit facility borrowings of $1,500.

Current wording

Net cash flows used in financing activities for the six months ended June 30, 2025 of $19,746 included net credit facility repayments of $12,278, distributions to the redeemable noncontrolling interest holder of $6,255, payment of debt issuance costs of $650, and treasury stock purchases of $563.

Previous wording

Net cash flows used in financing activities for the three months ended March 31, 2024 of $34,296 primarily included net credit facility repayments of $27,500. Additional cash flows used in financing activities included distributions to the redeemable noncontrolling interest holder of $3,125, payment of debt issuance costs of $2,735 and treasury stock purchases of $936.

Current wording

Net cash flows used in financing activities for the six months ended June 30, 2024 of $39,727 primarily included net credit facility repayments of $31,500. Additional cash flows used in financing activities included distributions to the redeemable noncontrolling interest holder of $4,672, payment of debt issuance costs of $2,735 and treasury stock purchases of $952.