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DMC Global Inc.

For the period ended Sep 30, 2025. Filed Nov 4, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 4, 2025

BOOM$7.01-0.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-05.

0000034067-25-000144

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-04.

0000034067-25-000158

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 134 previous paragraphs and 144 current paragraphs.

39 unchanged; 53 reworded; 49 added; 39 removed; 3 previous and 3 current paragraphs rearranged.

Tables are not compared: 20 previous and 20 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (49)

Current report

•NobelClad’s sales of $20,925 in the third quarter of 2025 decreased 16% compared with the third quarter of 2024 reflecting lower current activity levels due in part to evolving tariff policies.

Current report

At NobelClad, 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. Order backlog increased to $57,040 at the end of the third quarter of 2025 from $37,263 at the end of the second quarter of 2025. The increase reflected the receipt of a large order associated with an international chemical project. The order has helped offset lower booking activity in NobelClad’s U.S. market, which has been negatively impacted, in part, by tariff-related uncertainty.

Current report

Net sales were $151,532 for the three months ended September 30, 2025, or a decrease of 1% compared with the same period in 2024, primarily due to lower sales at NobelClad. The 16% decline at NobelClad reflects lower current activity levels due in part to evolving tariff policies. This decrease was partially offset by a 7% increase in net sales at Arcadia Products due to higher sales in commercial markets.

Current report

General and administrative expenses increased $933 for the three months ended September 30, 2025, compared with the same period in 2024, primarily due to the recognition of a remediation liability at a former NobelClad European cladding site as well as higher outside services costs.

Current report

Selling and distribution expenses decreased $3,188 for the three months ended September 30, 2025, compared with the same period in 2024, driven by lower bad debt expense of $3,614 and lower outside services costs of $162, as well as a reduction in selling costs of $164 at NobelClad and DynaEnergetics due to the decrease in net sales. The decrease was partially offset by an increase in compensation costs of $880 primarily at Arcadia Products.

Current report

Goodwill impairmentof $141,725 for the three months ended September 30, 2024, related to the full impairment of Arcadia Products’ goodwill.

Current report

Restructuring expenses and asset impairmentsof $1,202 for the three months ended September 30, 2025, included $1,013 in contract termination costs associated with exiting a lease at NobelClad and $189 of employee severance associated with headcount reductions, primarily at Arcadia Products.

Current report

For the three months ended September 30, 2024, restructuring expenses and asset impairments of $2,069 related to the abandonment of a planned manufacturing expansion at DynaEnergetics and employee severance associated with headcount reductions at DynaEnergetics and Arcadia Products.

Current report

Operating income of $610 for the three months ended September 30, 2025, increased compared to operating loss of $148,935 in the same period in 2024, due primarily to the goodwill impairment charge recorded in 2024, higher gross profit, and a reduction in selling and distribution expenses driven by lower bad debt expense.

Current report

Other expense, net of $334 for the three months ended September 30, 2025, primarily related to net realized foreign currency exchange losses. Currency gains and losses can arise when subsidiaries enter into inter-company and third-party transactions that are denominated in currencies other than their functional currency, including foreign currency forward contracts used to offset foreign exchange rate fluctuations on certain foreign currency denominated asset and liability positions.

Current report

(1)Calculated using diluted weighted-average shares outstanding of 19,930,699.

Current report

(1)Calculated using diluted weighted-average shares outstanding of 19,706,587.

Current report

Selling and distribution expenses decreased $5,042 for the nine months ended September 30, 2025, compared with the same period in 2024, driven by lower bad debt expense of $3,954, selling costs of $628 at DynaEnergetics due to decreased net sales, marketing consulting costs of $611, and business related travel of $167. These reductions were partially offset by higher compensation costs of $320 primarily at Arcadia Products.

Current report

Goodwill impairmentof $141,725 for the nine months ended September 30, 2024, related to the full impairment of Arcadia Products’ goodwill.

Current report

For the nine months ended September 30, 2024, restructuring expenses and asset impairments of $2,348 related to the abandonment of a planned manufacturing expansion at DynaEnergetics and employee severance associated with headcount reductions at DynaEnergetics and Arcadia Products.

Current report

Operating income of $11,020 for the nine months ended September 30, 2025, increased compared to operating loss of $130,562 in the same period in 2024, due primarily to the goodwill impairment charge recorded in 2024 and a reduction in selling and distribution expenses driven by lower bad debt expense.

Current report

Other expense, net of $898 for the nine months ended September 30, 2025, primarily related to net unrealized foreign currency exchange losses. Currency gains and losses can arise when subsidiaries enter into inter-company and third-party transactions that are denominated in currencies other than their functional currency, including foreign currency forward contracts used to offset foreign exchange rate fluctuations on certain foreign currency denominated asset and liability positions.

Current report

Netloss attributable to DMC Global Inc. for thenine months ended September 30, 2025, was$2,288, compared withnet loss attributable to DMC Global Inc. of $94,748 for the same period in 2024, primarily due to the factors discussed above.

Current report

(1)Calculated using diluted weighted-average shares outstanding of 19,883,652.

Current report

(1)Calculated using diluted weighted-average shares outstanding of 19,648,253.

Current report

Net sales increased $3,843 for the three months ended September 30, 2025, compared with the same period in 2024, primarily due to higher customer pricing in response to increases in raw material input costs.

Current report

General and administrative expenses decreased $1,225 for the three months ended September 30, 2025, compared with the same period in 2024, primarily due to lower compensation costs of $995 as a result of a reduction in headcount and reduced outside services costs of $184.

Current report

Goodwill impairment of $141,725 for the three months ended September 30, 2024, related to the full impairment of Arcadia Products’ goodwill.

Current report

Restructuring expenses and asset impairmentsof $132 and $248 for the three months ended September 30, 2025, and 2024, respectively, relate to employee severance associated with headcount reductions.

Current report

Operating incomeof $2,585 for the three months ended September 30, 2025, increased compared to operating loss of $145,122 in the same period in 2024, due primarily to the goodwill impairment charge recorded in 2024 and higher gross profit.

Current report

Goodwill impairment of $141,725 for the nine months ended September 30, 2024, related to the full impairment of Arcadia Products’ goodwill.

Current report

Restructuring expenses and asset impairmentsof $649 and $527 for the nine months ended September 30, 2025, and 2024, respectively, related to employee severance associated with headcount reductions.

Current report

Operating incomeof $6,097 for the nine months ended September 30, 2025, increased compared to operating loss of $139,991 in the same period in 2024, due primarily to the goodwill impairment charge recorded in 2024 and lower general and administrative expenses.

Current report

Adjusted EBITDA increased for the nine months ended September 30, 2025, compared with the same period in 2024, due to the factors discussed above. See “Use of Non-GAAP Financial Measures” above for the explanation of the use of Adjusted EBITDA. The following is a reconciliation of the most directly comparable GAAP measure to Adjusted EBITDA.

Current report

Net sales decreased $733 for the three months ended September 30, 2025, compared with the same period in 2024, due to a decrease in pricing of DS perforating systems attributable to industry consolidation in the United States, partially offset by an increase in international sales due to project timing.

Current report

Gross profit percentage increased to 14.5% for the three months ended September 30, 2025, compared with the same period in 2024, primarily due to lower inventory charges of $1,000.

Current report

Restructuring expenses and asset impairmentsof $57 for the three months ended September 30, 2025, related to employee severance associated with headcount reductions.

Current report

Restructuring expenses and asset impairments of $1,821 for the three months ended September 30, 2024, related to an asset impairment charge of $1,044 associated with the abandonment of a planned manufacturing expansion and employee severance of $777 associated with headcount reductions.

Current report

Operating incomeof $2,989 for the three months ended September 30, 2025, increased compared to operating loss of $3,049 in the same period in 2024, due primarily to higher gross profit and a reduction in selling and distribution expenses driven by lower bad debt expense.

Current report

Net sales decreased $22,652 for the nine months ended September 30, 2025, compared with the same period in 2024, primarily due to pricing decreases as a result of industry consolidation in the United States, a decrease in volume of DS perforating systems attributable to lower well completions in North America, and a reduction in international sales due to project timing.

Current report

Restructuring expenses and asset impairments for the nine months ended September 30, 2024, related to an asset impairment charge of $1,044 associated with the abandonment of a planned manufacturing expansion and employee severance of $777 related to headcount reductions.

Current report

Operating income of $14,988 for the nine months ended September 30, 2025, increased compared with operating income of $12,845 in the same period in 2024, due to a reduction in selling and distribution expenses driven by lower bad debt expense as well as a decrease in restructuring expenses and asset impairment charges incurred.

Current report

Adjusted EBITDA increased for the nine months ended September 30, 2025, compared with the same period in 2024, due to the factors discussed above. See “Use of Non-GAAP Financial Measures” above for the explanation of the use of Adjusted EBITDA. The following is a reconciliation of the most directly comparable GAAP measure to Adjusted EBITDA.

Current report

Net sales decreased $4,007 for the three months ended September 30, 2025, compared with the same period in 2024, reflecting lower current activity levels due in part to evolving tariff policies.

Current report

Gross profit percentage decreased to 24.9% for the three months ended September 30, 2025, due to lower absorption of fixed manufacturing overhead costs as a result of the decrease in net sales described above as well as a less favorable project and regional mix.

Showing the first 40 of 49 passages. Open the source sections for the rest.

Removed paragraphs (39)

Previous report

•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 report

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 report

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 report

General and administrative expenses increased $282 for the three months ended June 30, 2025 compared with the same period in the prior year primarily due to professional service fees incurred to secure a permanent Chief Executive Officer (“executive transition costs”) of $520 and higher outside services costs of $300, which were partially offset by lower expenses related to the Waterkeeper matter of $450.

Previous report

Selling and distribution expenses decreased $1,257 for the three months ended June 30, 2025 compared with the same period in 2024 driven by lower bad debt expense of $570, a decrease in selling costs at DynaEnergetics of $402 due to lower sales volumes, and a reduction in marketing consulting costs of $264.

Previous report

(1) Calculated using diluted weighted average shares outstanding of 20,134,760

Previous report

(1)Calculated using diluted weighted average shares outstanding of 19,671,169

Previous report

Selling and distribution expenses decreased $1,854 for the six months ended June 30, 2025 compared with the same period in 2024. The year-over-year decrease was driven by lower selling costs of $568 at DynaEnergetics due to decreased sales volumes, a reduction in marketing consulting costs of $449, lower bad debt expense of $340, decreased compensation costs of $276, and lower business related travel of $189.

Previous report

Restructuring expenses and asset impairmentsof $1,474 for the six months ended June 30, 2025 include an asset impairment charge and related contract termination costs associated with exiting a lease at DynaEnergetics totaling $605 and $869 of employee severance associated with headcount reductions across all three business segments.

Previous report

Net income attributable to DMC Global Inc. for thesix months ended June 30, 2025 was$793, compared to$6,575 for the same period in 2024 primarily due to the factors discussed above.

Previous report

Adjusted EBITDA decreased for the six months ended June 30, 2025 compared with the same period in 2024 primarily due to the factors discussed above. See “Use of Non-GAAP Financial Measures” above for the explanation of the use of Adjusted EBITDA. The following is a reconciliation of the most directly comparable GAAP measure to Adjusted EBITDA.

Previous report

(1)Calculated using diluted weighted average shares outstanding of 19,861,073

Previous report

(1)Calculated using diluted weighted average shares outstanding of 19,647,005

Previous report

Net sales decreased $7,768 for the three months ended June 30, 2025 compared to the same period in 2024 primarily due to lower sales volumes in commercial exterior and high-end residential markets.

Previous report

Gross profit percentage decreased to 26.2% for the three months ended June 30, 2025 compared to the same period in 2024 primarily due to lower absorption of fixed manufacturing overhead costs as a result of the decrease in net sales mentioned above.

Previous report

Selling and distribution expenses increased $174 for the three months ended June 30, 2025 compared with the same period in 2024 primarily driven by higher incentive compensation costs.

Previous report

Restructuring expenses and asset impairmentsof $192 for the three months ended June 30, 2025 relate to employee severance associated with headcount reductions.

Previous report

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 report

General and administrative expenses were lower by $1,472 for the six months ended June 30, 2025 compared to the same period in 2024. The year-over-year decrease is the result of lower compensation costs of $466 as a result of a reduction in headcount, lower expenses related to the Waterkeeper matter of $450, decreased business related travel of $360, and a nonrecurring legal settlement recorded in 2024 of $146.

Previous report

Restructuring expenses and asset impairmentsof $517 for the six months ended June 30, 2025 related to employee severance associated with headcount reductions.

Previous report

Operating incomeof $3,512 for the six months ended June 30, 2025 decreased compared to operating income of $5,131 in the same period in 2024 due primarily to the decline in gross profit.

Previous report

Adjusted EBITDA decreased for the six months ended June 30, 2025 compared with the same period in 2024 due to the factors discussed above. See “Use of Non-GAAP Financial Measures” above for the explanation of the use of Adjusted EBITDA. The following is a reconciliation of the most directly comparable GAAP measure to Adjusted EBITDA.

Previous report

Net sales decreased $9,348 for the three months ended June 30, 2025 compared to the same period in 2024 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 a reduction in international sales due to project timing.

Previous report

Operating incomeof $6,411 for the three months ended June 30, 2025 decreased compared to operating income of $7,052 in the same period in 2024 due to the decline in net sales as well as the restructuring expenses and asset impairment charges incurred.

Previous report

Net sales decreased $21,919 for the six months ended June 30, 2025 compared to the same period in 2024 primarily 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 a reduction in international sales due to project timing.

Previous report

Restructuring expenses and asset impairmentsof $746 for the six months ended June 30, 2025 include an asset impairment charge and related contract termination costs associated with exiting a lease totaling $605 and employee severance of $141 due to headcount reductions.

Previous report

Operating income decreased $3,895 for the six months ended June 30, 2025 compared to the same period in 2024 due to the decline in gross profit as well as the restructuring expenses and asset impairment charges incurred.

Previous report

Adjusted EBITDA decreased for the six months ended June 30, 2025 compared to the same period in 2024 due to the factors discussed above. See “Use of Non-GAAP Financial Measures” above for the explanation of the use of Adjusted EBITDA. The following is a reconciliation of the most directly comparable GAAP measure to Adjusted EBITDA.

Previous report

Net sales increased $1,424 for the three months ended June 30, 2025 compared to the same period in 2024 due primarily to the timing of shipments out of backlog.

Previous report

General and administrative expenses were lower by $171 for the three months ended June 30, 2025 compared to the same period in 2024 due primarily to a decrease in incentive compensation costs.

Previous report

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 report

Restructuring expenses and asset impairmentsof $211 for the three months ended June 30, 2025 relate to employee severance associated with headcount reductions.

Previous report

Operating income decreased $1,525 for the three months ended June 30, 2025 compared to the same period in 2024 due primarily to the decline in gross profit.

Previous report

Net sales increased $2,761 for the six months ended June 30, 2025 compared to the same period in 2024 due primarily to the timing of shipments out of backlog.

Previous report

Gross profit percentage decreased to 26.8% for the six months ended June 30, 2025 due to a less favorable project and regional mix.

Previous report

Selling and distribution expenses decreased $331 for the six months ended June 30, 2025 compared to the same period in 2024 due to lower incentive compensation costs of $136, a decrease in business related travel of $110, and reduced outside services costs of $102.

Previous report

Restructuring expenses and asset impairmentsof $211 for the six months ended June 30, 2025 relate to employee severance associated with headcount reductions.

Previous report

Operating income decreased $2,003 for the six months ended June 30, 2025 compared to the same period in 2024 due primarily to lower gross profit.

Previous report

Adjusted EBITDA decreased for the six months ended June 30, 2025 compared to the same period in 2024 due to the factors discussed above. See “Use of Non-GAAP Financial Measures” above for the explanation of the use of Adjusted EBITDA. The following is a reconciliation of the most directly comparable GAAP measure to Adjusted EBITDA.
Reworded paragraphs (53)

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 $37,263 at June 30, 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.

Previous 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.

Current wording

•Consolidated sales were $151,532 in the third quarter of 2025 compared with $152,429 in the third quarter of 2024, a decrease of 1%. The decrease in consolidated sales performance was principally driven by lower sales at NobelClad.

Previous 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.

Current wording

•Arcadia Products reported sales of $61,661 in the third quarter of 2025, representing an increase of 7% compared with the third quarter of 2024. The increase was primarily attributable to higher sales in commercial markets.

Previous 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.

Current wording

•DynaEnergetics’ sales of $68,946 in the third quarter of 2025 represented a 1% decrease compared with the third quarter of 2024. The decline was primarily due to a decrease in pricing of DynaStage® (DS) perforating systems attributable to industry consolidation in the United States, partially offset by an increase in international sales due to project timing.

Previous 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.

Current wording

•The Company’s leverage ratio, calculated in accordance with its credit facility, was 1.19 to 1.0 as of September 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, was 0.65 to 1.0 as of September 30, 2025.

Previous 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.

Current wording

Our three manufacturing businesses continue to closely monitor evolving macroeconomic conditions, including volatility in global energy markets and changes in U.S. and reciprocal tariff policies. DynaEnergetics and NobelClad are assessing the potential impacts of weak crude oil prices, which traded near multi-year lows early in the fourth quarter. The sales and profitability of our businesses could be adversely affected if they, or their customers, are unable to mitigate the effects of low energy prices and tariffs, or if these factors dampen product demand. For additional information regarding potential tariff impacts, see Part II, Item 1A. Risk Factors.

Previous wording

Our Arcadia Products business has rightsized its high-end residential cost structure to align with current market conditions, which include persistently high interest rates and generally lower construction activity. Management also continues to focus on its core commercial operations, which generate approximately 75% of the segment’s sales.

Current wording

Our Arcadia Products business is working to address the impact of persistently high interest rates and generally lower construction activity. The business has rightsized its high-end residential cost structure to align with current market conditions, and continues to focus on strengthening its core commercial operations, which generate approximately 75% of the segment’s sales.

Previous wording

DynaEnergetics is pursuing a range of initiatives aimed at reducing costs and increasing market share. These efforts are intended to offset an expected decline in demand during the second half of the year due to lower oil prices and reduced well completion activity.

Current wording

DynaEnergetics is continuing a series of initiatives designed to reduce costs and increase market share. These efforts are intended to offset an expected decline in demand for its well perforating systems during the remainder of the year due to lower oil prices and reduced well completion activity.

Previous wording

•Adjusted EBITDA for DMC business segments: defined as operating income (loss) plus depreciation, amortization, allocated stock-based compensation (if applicable), 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 EBITDA for DMC business segments: defined as operating income (loss) plus depreciation, amortization, allocated stock-based compensation (if applicable), restructuring expenses and asset impairment charges (if applicable)

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

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 applicable) and, when appropriate, nonrecurring items that management does not utilize in assessing DMC's operating performance.

Previous wording

•Net debt: defined as total debt less total cash, cash equivalents and marketable securities.

Current wording

•Net debt: defined as total debt less consolidated cash, cash equivalents and marketable securities per the Condensed Consolidated Balance Sheets.

Previous wording

Management believes providing these additional financial measures is useful to investors in understanding the Company’s operating performance, excluding the effects of restructuring, impairment, and other nonrecurring charges, as well as its liquidity. Management typically monitors the business utilizing the above non-GAAP measures, in addition to GAAP results, to understand and compare operating results across accounting periods, and certain management incentive awards are based, in part, on these measures. The presence of non-GAAP financial measures in this report is not intended to suggest that such measures be considered in isolation or as a substitute for, or as superior to, DMC’s GAAP information, and investors are cautioned that the non-GAAP financial measures are limited in their usefulness. Given that not all companies use identical calculations, DMC’s presentation of non-GAAP financial measures may not be comparable to similarly titled measures of other companies.

Current wording

Management believes providing these additional financial measures is useful to investors in understanding the Company’s operating performance, excluding the effects of restructuring, asset impairment, and other nonrecurring charges, as well as its liquidity. Management typically monitors the business utilizing the above non-GAAP measures, in addition to GAAP results, to understand and compare operating results across accounting periods, and certain management incentive awards are based, in part, on these measures. The presence of non-GAAP financial measures in this report is not intended to suggest that such measures be considered in isolation or as a substitute for, or as superior to, DMC’s GAAP information, and investors are cautioned that the non-GAAP financial measures are limited in their usefulness. Given that not all companies use identical calculations, DMC’s presentation of non-GAAP financial measures may not be comparable to similarly titled measures of other companies.

Previous wording

Gross profit percentage was 23.6% versus 27.1% in 2024. The decline compared to the prior year was primarily attributableto lower absorption of fixed manufacturing overhead costs as a result of the decrease in net sales at Arcadia and a less favorable project and regional mix at NobelClad.

Current wording

Gross profit percentage was 21.7% compared with 19.8% for the same period in 2024. The increase was attributableto higher absorption of fixed manufacturing overhead costs as a result of the increase in net sales at Arcadia Products and lower inventory charges at DynaEnergetics. The increase was partially offset by a less favorable project and regional mix at NobelClad which also experienced lower absorption of fixed manufacturing overhead costs given the decrease in its net sales.

Previous 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.

Current wording

Amortization of purchased intangible assets decreased $514 for the three months ended September 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

Strategic review and related expensesof $775 for the three months ended June 30, 2025 included primarily professional service fees.

Current wording

Strategic review and related expensesof $303 for the three months ended September 30, 2025, included primarily professional service fees.

Previous wording

For the three months ended June 30, 2024, strategic review expenses incurred were $2,020 and primarily included $1,030 in professional service fees and $863 in employee retention compensation, including $106 of stock-based compensation.

Current wording

For the three months ended September 30, 2024, strategic review expenses incurred were $1,763 and primarily included $1,045 in professional service fees and $709 in employee retention compensation, including $101 of stock-based compensation.

Previous 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.

Current wording

Income tax provisionof $714 was recorded on loss before income taxes of $1,356 for the three months ended September 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 $7,848 on loss before income taxes of $151,568 for the three months ended September 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. Additionally, the effective rate was impacted unfavorably by the establishment of a valuation allowance against U.S. deferred tax assets, $3,900 of which was recorded as a discrete item in the third quarter of 2024. 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 June 30, 2025 was$116, compared to$4,012 for the same period in 2024 primarily due to the factors discussed above.

Current wording

Netloss attributable to DMC Global Inc. for thethree months ended September 30, 2025, was$3,081, compared withnet loss attributable to DMC Global Inc. of $101,323 for the same period in 2024, primarily due to the factors discussed above.

Previous wording

Adjusted Net Income and Adjusted Diluted Earnings per Share decreased for the three months ended June 30, 2025 compared with the same period in 2024 primarily due to the factors discussed above. See "Use of Non-GAAP Financial Measures" above for the explanation of the use of non-GAAP measures. The following is a reconciliation of the most directly comparable GAAP measures to Adjusted Net Income and Adjusted Diluted Earnings Per Share.

Current wording

Adjusted Net Loss and Adjusted Diluted Earnings Per Share improved for the three months ended September 30, 2025, compared with the same period in 2024, primarily due to the factors discussed above. See "Use of Non-GAAP Financial Measures" above for the explanation of the use of non-GAAP measures. The following is a reconciliation of the most directly comparable GAAP measures to Adjusted Net Loss and Adjusted Diluted Earnings Per Share.

Previous wording

Net sales were $314,777 for the six months ended June 30, 2025, a decrease of 7% compared with the same period in 2024, primarily due to lower sales at DynaEnergetics. The 14% 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.

Current wording

Net sales were $466,309 for the nine months ended September 30, 2025, a decrease of 5% compared with the same period in 2024, primarily due to lower sales at DynaEnergetics. The 10% decline at DynaEnergetics was due to lower pricing as a result of industry consolidation in the United States, a decrease in volume of DS perforating systems attributable to lower well completions in North America, and a decline in international sales due primarily to project timing.

Previous wording

Gross profit percentage was 24.8% versus 26.3% in 2024. The decline compared to the prior year was primarily attributableto lower absorption of fixed manufacturing overhead costs as a result of the decrease in net sales at Arcadia and DynaEnergetics, as well as a less favorable project and regional mix at NobelClad.

Current wording

Gross profit percentage was 23.8% compared with 24.2% in 2024. The decrease compared to the prior year was primarily attributableto less favorable project and regional mix at NobelClad, as well as lower absorption of fixed manufacturing overhead costs as a result of the decrease in net sales at both NobelClad and DynaEnergetics.

Previous wording

General and administrative expenses increased $976 for the six months ended June 30, 2025 compared with the same period in 2024. The year-over-year increase was primarily attributable to executive transition costs of $520, higher compensation costs of $854, and higher outside services costs of $422. These increases were partially offset by lower expenses related to the Waterkeeper matter of $450 and a reduction in business related travel of $410.

Current wording

General and administrative expenses increased $1,909 for the nine months ended September 30, 2025, compared with the same period in 2024, primarily attributable to higher professional services costs of $910, higher compensation costs of $843, the recognition of a remediation liability at a former NobelClad European cladding site of $696, and executive transition costs of $520. These increases were partially offset by lower expenses related to the Waterkeeper matter of $585 and a reduction in business related travel of $550.

Previous wording

Amortization of purchased intangible assets decreased $1,073 for the six 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.

Current wording

Amortization of purchased intangible assets decreased $1,587 for the nine months ended September 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

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.

Current wording

Strategic review and related expenses of $2,376 for the nine months ended September 30, 2025, related primarily to $1,786 in professional service fees and $366 in employee retention compensation, including $36 of stock-based compensation.

Previous 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.

Current wording

For the nine months ended September 30, 2024, strategic review and related expenses were $5,952 and primarily included $3,189 in professional service fees and $2,060 in employee retention compensation, including $279 of stock-based compensation.

Previous wording

Restructuring expenses and asset impairmentsof $1,149 for the three months ended June 30, 2025 included an asset impairment charge and related contract termination costs associated with exiting a lease at DynaEnergetics totaling $605 and $544 of employee severance associated with headcount reductions across all three business segments.

Current wording

Restructuring expenses and asset impairmentsof $2,676 for the nine months ended September 30, 2025, included contract termination costs associated with exiting leases of $1,013 and $605 at NobelClad and DynaEnergetics, respectively, and employee severance of $1,058 related to headcount reductions across all three business segments.

Previous wording

Income tax provisionof $4,152 was recorded on income before income taxes of $6,336 for the six 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 $4,435 on income before income taxes of $13,047 for the six 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.

Current wording

Income tax provision of $4,866 was recorded on income before income taxes of $4,980 for the nine months ended September 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 $12,283 on loss before income taxes of $138,521 for the nine months ended September 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. Additionally, the effective rate was impacted unfavorably by the establishment of a valuation allowance against U.S. deferred tax assets, $3,900 of which was recorded as a discrete item in the third quarter of 2024. 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

Adjusted EBITDA decreased for the three months ended June 30, 2025 compared with the same period in 2024 primarily due to the factors discussed above. See “Use of Non-GAAP Financial Measures” above for the explanation of the use of Adjusted EBITDA. The following is a reconciliation of the most directly comparable GAAP measure to Adjusted EBITDA.

Current wording

Adjusted EBITDA decreased for the nine months ended September 30, 2025, compared with the same period in 2024, primarily due to the factors discussed above. See “Use of Non-GAAP Financial Measures” above for the explanation of the use of Adjusted EBITDA. The following is a reconciliation of the most directly comparable GAAP measure to Adjusted EBITDA.

Previous wording

Adjusted Net Income and Adjusted Diluted Earnings per Share decreased for the six months ended June 30, 2025 compared with the same period in 2024 primarily due to the factors discussed above. See "Use of Non-GAAP Financial Measures" above for the explanation of the use of non-GAAP measures. The following is a reconciliation of the most directly comparable GAAP measures to Adjusted Net Income and Adjusted Diluted Earnings Per Share.

Current wording

Adjusted Net (Loss) Income and Adjusted Diluted Earnings Per Share increased for the nine months ended September 30, 2025, compared with the same period in 2024, primarily due to the factors discussed above. See "Use of Non-GAAP Financial Measures" above for the explanation of the use of non-GAAP measures. The following is a reconciliation of the most directly comparable GAAP measures to Adjusted Net (Loss) Income and Adjusted Diluted Earnings Per Share.

Previous wording

We primarily evaluate performance and allocate resources based on segment revenues, operating income and Adjusted EBITDA as well as projected future performance. Segment operating income is defined as revenues less expenses identifiable to the segment. DMC consolidated operating income and Adjusted EBITDA include unallocated corporate expenses and unallocated stock-based compensation expense. Stock-based compensation is not allocated to wholly owned segments, DynaEnergetics and NobelClad. Stock-based compensation is allocated to the Arcadia Products segment as 60% of such expense is attributable to the Company, whereas the remaining 40% is attributable to the redeemable noncontrolling interest holder. Segment operating income will reconcile to consolidated income before income taxes by deducting unallocated corporate expenses, unallocated stock-based compensation, other expense, net, and interest expense, net.

Current wording

We primarily evaluate performance and allocate resources based on segment revenues, operating income (loss) and Adjusted EBITDA as well as projected future performance. Segment operating income (loss) is defined as revenues less expenses identifiable to the segment. DMC consolidated operating income (loss) and Adjusted EBITDA include unallocated corporate expenses and unallocated stock-based compensation expense. Stock-based compensation is not allocated to wholly owned segments, DynaEnergetics and NobelClad. Stock-based compensation is allocated to the Arcadia Products segment as 60% of such expense is attributable to the Company, whereas the remaining 40% is attributable to the redeemable noncontrolling interest holder. Segment operating income (loss) will reconcile to consolidated income (loss) before income taxes by deducting unallocated corporate expenses, unallocated stock-based compensation, other expense, net, and interest expense, net.

Previous wording

Gross profit percentage decreased to 28.7% for the six months ended June 30, 2025 primarily due tolower absorption of fixed manufacturing overhead costs as a result of the decrease in net sales mentioned above.

Current wording

Gross profit percentage increased to 28.7% for the three months ended September 30, 2025, compared with the same period in 2024, primarily due to higher absorption of fixed manufacturing overhead costs as a result of the increase in net sales described above.

Previous 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.

Current wording

Amortization of purchased intangible assets decreased $514 for the three months ended September 30, 2025, compared with the same period in 2024, as the customer relationship purchased intangible asset is amortized using an accelerated amortization method.

Previous 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.

Current wording

General and administrative expenses decreased $2,697 for the nine months ended September 30, 2025, compared with the same period in 2024, primarily as a result of lower compensation costs of $1,523 related to a reduction in headcount, lower expenses related to the Waterkeeper matter of $585, decreased business related travel of $398, and reduced outside services costs of $231.

Previous wording

Selling and distribution expenses increased $523 for the six months ended June 30, 2025 compared to the same period in 2024 due to higher incentive compensation costs.

Current wording

Selling and distribution expenses increased $551 for the nine months ended September 30, 2025, compared with the same period in 2024, due to higher incentive compensation costs.

Previous wording

Amortization of purchased intangible assets decreased $1,029 for the six 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.

Current wording

Amortization of purchased intangible assets decreased $1,543 for the nine months ended September 30, 2025, compared with the same period in 2024, as the customer relationship purchased intangible asset is amortized using an accelerated amortization method.

Previous wording

Selling and distribution expenses were lower by $2,013 for the six months ended June 30, 2025 compared to the same period in 2024 primarily due to a reduction in bad debt expense of $606, decreased selling costs of $568 due to lower sales volumes, reduced marketing consulting costs of $338, lower compensation costs of $278, and a decrease in business related travel of $64.

Current wording

Selling and distribution expenses were lower by $2,762 for the three months ended September 30, 2025, compared with the same period in 2024, primarily due to a reduction in bad debt expense of $3,045 and marketing consulting costs of $51, partially offset by an increase in compensation costs of $392.

Previous wording

Selling and distribution expenses were lower by $1,267 for the three months ended June 30, 2025 compared to the same period in 2024 primarily due to a reduction in bad debt expense of $602, decreased selling costs of $402 due to lower sales volume, and reduced consulting costs of $156.

Current wording

Selling and distribution expenses were lower by $4,776 for the nine months ended September 30, 2025, compared with the same period in 2024, primarily due to a reduction in bad debt expense of $3,651, decreased selling costs of $628 due to lower sales volumes, and reduced marketing consulting costs of $389.

Previous wording

Restructuring expenses and asset impairmentsof $746 for the three months ended June 30, 2025 include an asset impairment charge and related contract termination costs associated with exiting a lease totaling $605 and employee severance of $141 due to headcount reductions.

Current wording

Restructuring expenses and asset impairmentsof $803 for the nine months ended September 30, 2025, include contract termination costs associated with exiting a lease totaling $605 and employee severance of $198 related to headcount reductions.

Previous 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.

Current wording

Gross profit percentage decreased to 26.3% for the nine months ended September 30, 2025, due to a less favorable project and regional mix as well as lower absorption of fixed manufacturing overhead costs as a result of the decrease in net sales described above.

Previous wording

Operating incomeof $516 for the three months ended June 30, 2025 decreased compared to operating income of $5,719 in the same period in 2024 due primarily to lower gross profit.

Current wording

Operating income of $8,278 for the nine months ended September 30, 2025, decreased compared with operating income of $15,001 in the same period in 2024, due primarily to lower gross profit.

Showing the first 40 of 53 pairs. Open the source sections for the rest.

Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

and, when appropriate, nonrecurring items that management does not utilize in assessing DMC's operating performance.

Current report — wording carried from elsewhere

Adjusted EBITDA increased for the three months ended September 30, 2025, compared with the same period in 2024, primarily due to the factors discussed above. See “Use of Non-GAAP Financial Measures” above for the explanation of the use of Adjusted EBITDA. The following is a reconciliation of the most directly comparable GAAP measure to Adjusted EBITDA.

Current report — wording carried from elsewhere

Adjusted EBITDA increased for the three months ended September 30, 2025, compared with the same period in 2024, due to the factors discussed above. See “Use of Non-GAAP Financial Measures” above for the explanation of the use of Adjusted EBITDA. The following is a reconciliation of the most directly comparable GAAP measure to Adjusted EBITDA.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

applicable) and, when appropriate, nonrecurring items that management does not utilize in assessing DMC's operating performance.

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

Adjusted EBITDA decreased for the three months ended June 30, 2025 compared with the same period in 2024 due to the factors discussed above. See “Use of Non-GAAP Financial Measures” above for the explanation of the use of Adjusted EBITDA. The following is a reconciliation of the most directly comparable GAAP measure to Adjusted EBITDA.