DMC Global Inc.
For the period ended Mar 31, 2026. Filed Apr 30, 2026.
View on SEC.govAbout 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.
Mar 31, 2026 · Filed Apr 30, 2026
BOOM$7.01-0.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-04-30.
0000034067-26-000036
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 144 previous paragraphs and 104 current paragraphs.
36 unchanged; 37 reworded; 29 added; 67 removed; 4 previous and 2 current paragraphs rearranged.
Tables are not compared: 20 previous and 10 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 (29)
Current report
•Consolidated net sales were $135,595 in the first quarter of 2026 versus $159,290 in the first quarter of 2025, a decrease of 15%. The decline was attributable to lower sales at all three business segments, as described below.
Current report
•DynaEnergetics reported net sales of $59,547 in the first quarter of 2026, representing a decrease of 9% compared with the first quarter of 2025. The decline largely resulted from lower sales volumes and a decrease in pricing due to a highly competitive core North American market, which collectively reduced net sales by $6,908. This decrease was partially offset by an increase in international sales of $904 primarily due to project timing.
Current report
•NobelClad reported net sales of $19,342 in the first quarter of 2026, representing a decrease of 31% compared with the first quarter of 2025 driven by the timing of large project shipments out of backlog and lower activity levels due in part to the impact of evolving tariff policies.
Current report
Refer to “Consolidated Results of Operations” and “Business Segment Financial Information” below for additional discussion.
Current report
Our three manufacturing businesses continue to closely monitor evolving macroeconomic conditions, including the conflict in the Middle East and other geopolitical and economic challenges, such as volatility in global oil and gas markets, persistently elevated interest rates, and evolving global tariff policies. DynaEnergetics and NobelClad serve the upstream and downstream segments of the oil and gas industry, respectively, and continue to address the impacts of volatile crude oil prices. Sales and profitability could be adversely affected if we, or our customers, are unable to mitigate the above described impacts.
Current report
Arcadia Products is working to mitigate the impact of elevated interest rates, volatile input costs, and generally lower construction activity in its core regional markets. These factors have created a competitive and challenging bidding environment, which has impacted Arcadia Products’ current ability to fully pass through higher input costs, mainly with respect to aluminum, which recently reached a multi-year high. While the business continues to focus on strengthening its core commercial operations, which generate approximately 75% of the segment’s sales, the current environment is expected to continue impacting Arcadia Products’ net sales and profitability during 2026. An important twelve-month leading indicator for Arcadia Products is the Architectural Billings Index (“ABI”). In March 2026, the ABI for Arcadia Products’ core western U.S. market rose above 50 for the first time since December 2024, indicating that more firms are reporting increased billings than those reporting declining billings.
Current report
Each of our businesses are evaluating additional mitigation strategies and targeted cost reduction programs if business does not improve as 2026 progresses.
Current report
Net sales were $135,595 for the three months ended March 31, 2026, a decrease of 15% compared with the same period in 2025, due to lower sales at all three business segments. Arcadia Products’ net sales decreased 14% as a result of lower sales volumes in longer-cycle commercial and high-end residential markets. DynaEnergetics’ net sales decreased 9% largely resulting from lower sales volumes and a decrease in pricing in its core North American market. NobelClad’s net sales decreased 31% driven by the timing of large project shipments out of backlog and lower activity levels due in part to the impact of evolving tariff policies.
Current report
General and administrative expenses decreased $2,542 for the three months ended March 31, 2026, compared with the same period in 2025, primarily due to a decrease in compensation expense of $2,293, lower outside services costs of $156, and a decrease in business-related travel of $92.
Current report
Selling and distribution expenses decreased $1,154 for the three months ended March 31, 2026, compared with the same period in 2025, driven by lower bad debt expense of $645, a decrease in compensation expenses of $222, and reduced outside services costs of $112.
Current report
Restructuring expensesof $566 and $325 for the three months ended March 31, 2026, and 2025, related to employee severance associated with headcount reductions at Arcadia Products and DynaEnergetics.
Current report
Operating loss was $4,083 for the three months ended March 31, 2026, compared to operating income of $6,513 in the same period in 2025, primarily due to lower net sales and corresponding gross profit.
Current report
(1)Calculated using diluted weighted average shares outstanding of 20,066,158.
Current report
(2)Net loss attributable to DMC Global Inc. prior to the adjustment of redeemable noncontrolling interest.
Current report
(1)Calculated using diluted weighted average shares outstanding of 19,816,281.
Current report
(2)Net income attributable to DMC Global Inc. prior to the adjustment of redeemable noncontrolling interest.
Current report
Net sales decreased $8,874 for the three months ended March 31, 2026, compared with the same period in 2025, primarily due to lower sales volumes in longer-cycle commercial and high-end residential markets.
Current report
Gross profit percentage decreased to 24.1% for the three months ended March 31, 2026, compared with the same period in 2025, primarily due to lower absorption of fixed manufacturing overhead costs as a result of the decrease in net sales described above.
Current report
Selling and distribution expenses decreased $433 for the three months ended March 31, 2026, compared with the same period in 2025, primarily driven by lower incentive compensation costs of $300 and a reduction in bad debt expense of $154.
Current report
Operating losswas $2,002 for the three months ended March 31, 2026, compared to operating income of $2,996 in the same period in 2025, primarily due to lower net sales and corresponding gross profit.
Current report
Net sales decreased $6,004 for the three months ended March 31, 2026, compared with the same period in 2025, primarily due to lower sales volumes and a decrease in pricing due to a highly competitive core North American market, which collectively reduced net sales by $6,908. This decrease was partially offset by an increase in international sales of $904 primarily due to project timing.
Current report
Gross profit percentage decreased to 12.6% for the three months ended March 31, 2026, compared with the same period in 2025, primarily due to tariff impacts which resulted in higher input costs as well as lower absorption of fixed manufacturing overhead costs driven by the decrease in net sales in the North American market.
Current report
General and administrative expenses were lower by $107 for the three months ended March 31, 2026, compared with the same period in 2025, primarily due to a decrease in lease expense.
Current report
Restructuring expensesof $71 for the three months ended March 31, 2026 related to employee severance associated with headcount reductions.
Current report
Net sales decreased $8,817 for the three months ended March 31, 2026, compared with the same period in 2025, driven by the timing of large project shipments out of backlog and lower activity levels due in part to the impact of evolving tariff policies.
Current report
As of March 31, 2026, borrowings of $45,000 on the term loan under our credit facility were outstanding, and $10,200 was outstanding on the revolver.
Current report
The purchase price for any interests sold pursuant to the Call Option or Put Option continues to be based upon a predefined calculation as included within the Operating Agreement. In connection with an exercise of the Call Option, the Operating Agreement would require payment of the purchase price in cash. However, in connection with the exercise of the Put Option, the Operating Agreement permits the Company the option to pay the purchase price in either cash, or 20% in cash and 80% in shares of a newly designated series of preferred stock (the “Put Preferred”) that would be authorized at that time. The terms of the Put Preferred, including the rights, powers and preferences thereof, are set forth in the Operating Agreement. The number of shares to be issued in connection with the Put Option (if the Company utilizes that payment mechanism) would be initially determined and valued at the volume weighted average trading price of the Company’s common stock over the 60 days preceding the delivery of the Put Option notice. The Put Preferred would be entitled to dividends at a rate of 3% per annum and would be convertible into one share of the Company’s common stock, subject to Nasdaq rules which generally prohibit private placements of equity securities with voting rights of 20% or more of a company’s pre-issuance voting power, including through convertible securities, without stockholder approval; the holder of the Put Preferred would not be allowed to participate in any such stockholder vote. The Company may redeem the Put Preferred at any time; however, beginning on June 23, 2027, the Company must begin proportionate annual redemptions of the Put Preferred and, in any event, the Put Preferred must be redeemed by the third anniversary of its issuance.
Current report
Net cash used in operating activities was $2,379 for the three months ended March 31, 2026, compared to net cash provided by operating activities of $4,488 in the same period last year. The decrease in the current year was largely driven by higher working capital balances, which included increased inventory balances at all three business segments given an expectation of near-term activity level increases, as well as higher aluminum costs at Arcadia Products.
Current report
Net cash provided by financing activities for the three months ended March 31, 2026 of $2,833 included net credit facility borrowings of $3,200, which were partially offset by treasury stock purchases of $367.
Removed paragraphs (67)
Previous report
•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 report
•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 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.
Previous report
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 report
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 report
•Free-cash flow: defined as cash flows from operating activities less net acquisitions of property, plant and equipment.
Previous 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.
Previous report
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 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.
Previous 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.
Previous report
Goodwill impairmentof $141,725 for the three months ended September 30, 2024, related to the full impairment of Arcadia Products’ goodwill.
Previous report
Strategic review and related expensesof $303 for the three months ended September 30, 2025, included primarily professional service fees.
Previous report
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 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.
Previous 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.
Previous 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.
Previous report
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.
Previous report
(1)Calculated using diluted weighted-average shares outstanding of 19,930,699.
Previous report
(1)Calculated using diluted weighted-average shares outstanding of 19,706,587.
Previous report
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 report
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 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.
Previous report
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 report
Goodwill impairmentof $141,725 for the nine months ended September 30, 2024, related to the full impairment of Arcadia Products’ goodwill.
Previous report
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 report
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 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.
Previous 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.
Previous 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.
Previous report
(1)Calculated using diluted weighted-average shares outstanding of 19,883,652.
Previous report
(1)Calculated using diluted weighted-average shares outstanding of 19,648,253.
Previous 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.
Previous report
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 report
Goodwill impairment of $141,725 for the three months ended September 30, 2024, related to the full impairment of Arcadia Products’ goodwill.
Previous 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.
Previous 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.
Previous report
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.
Previous report
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 report
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 report
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.
Showing the first 40 of 67 passages. Open the source sections for the rest.
Reworded paragraphs (37)
Previous wording
DMC Global Inc. (“DMC”, "we", "us", "our", or the "Company") owns and operates Arcadia Products, DynaEnergetics and NobelClad, three innovative, asset-light manufacturing businesses that provide differentiated products and engineered solutions to segments of the construction, energy, industrial processing and transportation markets. Our businesses seek to capitalize on their product and service differentiation to expand profit margins, increase cash flow and enhance shareholder value. Based in Broomfield, Colorado, DMC trades on Nasdaq under the symbol “BOOM.”
Current wording
DMC Global Inc. (“DMC”, “we”, “us”, “our”, or the “Company”) operates three manufacturing businesses: Arcadia Products, DynaEnergetics and NobelClad, which produce differentiated products and engineered solutions primarily for the construction, energy, and industrial processing markets. Our businesses seek to capitalize on their product and service differentiation to expand profit margins, increase cash flow and enhance shareholder value. Based in Broomfield, Colorado, DMC’s common stock trades on Nasdaq under the symbol “BOOM.”
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.
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 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
•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.
Current wording
•Arcadia Products reported net sales of $56,706 in the first quarter of 2026, representing a decrease of 14% compared with the first quarter of 2025. The decrease was primarily attributable to lower sales volumes in longer-cycle commercial and high-end residential markets.
Previous 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.
Current wording
•The Company’s leverage ratio, calculated in accordance with its credit facility, was 1.76x as of March 31, 2026 in comparison to the maximum ratio permitted of 3.0x. The Company’s adjusted leverage ratio, calculated using net debt, a non-GAAP measure, was 0.76x as of March 31, 2026.
Previous 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.
Current wording
DynaEnergetics is continuing a series of initiatives designed to reduce costs and increase market share. These efforts are intended to offset volatility in crude oil prices and potentially lower international activity associated with the current conflict in the Middle East. DynaEnergetics also is pursuing growth opportunities in the enhanced geothermal market and has expanded its sales and marketing efforts in certain emerging global shale markets.
Previous wording
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 wording
At NobelClad, we use backlog, defined as all unfilled firm purchase orders and commitments at a point in time, to assess near-term demand. Most firm purchase orders and commitments are realized and shipped within 12 months. Order backlog increased to $70,308 at the end of the first quarter of 2026, the highest level in more than 15 years and up 12% from $62,612 at the end of the fourth quarter of 2025. We expect shipments of orders associated with the previously announced international petrochemical project to improve NobelClad’s financial performance during 2026. NobelClad is pursuing additional opportunities with the U.S. Navy following its recently announced plans to accelerate its Naval readiness program.
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)
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) 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 consolidated cash, cash equivalents and marketable securities per the Condensed Consolidated Balance Sheets.
Current wording
•Net debt: defined as total debt less consolidated cash and cash equivalents per the Condensed Consolidated Balance Sheets.
Previous 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.
Current wording
Gross profit percentage was 18.8% compared with 25.9% for the same period in 2025. The decrease was attributableto tariff impacts which resulted in higher input costs at DynaEnergetics and a less favorable project and regional mix at NobelClad. Additionally, the decline in gross profit percentage was impacted by the lower absorption of fixed manufacturing overhead costs at all three business segments as a result of the decreases in net sales.
Previous 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.
Current wording
Amortization of purchased intangible assets decreased $407 for the three months ended March 31, 2026, compared to the same period in 2025, as the Arcadia Products customer relationship purchased intangible asset is amortized using an accelerated amortization method.
Previous wording
Strategic review and related expenses of $2,376 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.
Current wording
Strategic review and related expensesof $1,298 for the three months ended March 31, 2025 included $932 in professional service fees and $366 in employee retention compensation, including $36 of stock-based compensation.
Previous wording
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 wording
Other expense, net of $45 for the three months ended March 31, 2026 primarily related to net realized foreign currency exchange losses. Currency gains and losses can arise when subsidiaries enter into intercompany 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.
Previous 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.
Current wording
Income tax provisionof $1,221 was recorded on loss before income taxes of $5,589 for the three months ended March 31, 2026, and we recorded an income tax provision of $2,733 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 rates were impacted unfavorably by state taxes and a valuation allowance in the U.S. which results in no benefit for losses generated domestically. 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 rates.
Previous 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.
Current wording
Netloss attributable to DMC Global Inc. for thethree months ended March 31, 2026 was$6,065, compared withnet income attributable to DMC Global Inc. of $677 for the same period in 2025, primarily due to the factors discussed above.
Previous 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.
Current wording
Adjusted Net (Loss) Income and Adjusted Diluted Earnings Per Share decreased for the three months ended March 31, 2026, compared with the same period in 2025, 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
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 wording
General and administrative expenses decreased $1,028 for the three months ended March 31, 2026, compared with the same period in 2025, primarily due to lower compensation costs of $1,015 as a result of a reduction in headcount and lower incentive compensation.
Previous 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.
Current wording
Amortization of purchased intangible assets decreased $407 for the three months ended March 31, 2026, compared with the same period in 2025, as the customer relationship purchased intangible asset is amortized using an accelerated amortization method.
Previous wording
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 wording
Restructuring expensesof $495 and $325 for the three months ended March 31, 2026, and 2025, respectively, related to employee severance associated with headcount reductions.
Previous 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.
Current wording
Adjusted EBITDA decreased for the three months ended March 31, 2026, compared with the same period in 2025, 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
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.
Current wording
Selling and distribution expenses were lower by $594 for the three months ended March 31, 2026, compared with the same period in 2025, primarily due to a reduction in bad debt expense of $491.
Previous wording
Operating income of $249 for the three months ended September 30, 2025, decreased compared with operating income of $4,969 in the same period in 2024, due primarily to the decline in gross profit.
Current wording
Operating incomeof $912 for the three months ended March 31, 2026, decreased compared to operating income of $5,588 in the same period in 2025, primarily due to lower net sales and corresponding gross profit.
Previous wording
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.
Current wording
Gross profit percentage decreased to 22.6% for the three months ended March 31, 2026 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.
Previous wording
Selling and distribution expenses were lower by $320 for the three months ended September 30, 2025, compared with the same period in 2024, due primarily to decreases in compensation costs of $213 and outside services costs of $77.
Current wording
Selling and distribution expenses were lower by $126 for the three months ended March 31, 2026, compared with the same period in 2025, primarily dueto decreases in compensation costs of $58 and outside services costs of $39.
Previous 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.
Current wording
Operating income of $1,052 for the three months ended March 31, 2026, decreased compared with operating income of $4,622 in the same period in 2025, primarily due to lower net sales and corresponding gross profit.
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 $30,122 at September 30, 2025, compared with $56,529 at December 31, 2024. The decrease was due primarily to improved cash flow from operations, resulting in net credit facility repayments of $14,521.
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 $22,443 at March 31, 2026, compared with $18,746 at December 31, 2025. The increase was primarily due to net credit facility borrowings of $3,200 to partially fund the payment of incentive compensation earned in 2025.
Previous wording
We believe that cash and cash equivalents on hand, cash flow from operations, funds available under our current credit facilities and any future replacement thereof will be sufficient to fund the working capital, required minimum debt service payments, and other capital expenditure requirements of our current business operations for the foreseeable future. We may also execute capital markets transactions, including at-the-market offering programs, to raise additional funds if we believe market conditions are favorable, but there can be no assurance that any future capital will be available on acceptable terms or at all. Nevertheless, our ability to generate sufficient cash flows from operations will depend upon our success in executing our strategies. If we are unable to (i) realize sales from our backlog; (ii) secure new customer orders; (iii) continue selling products at profitable margins; and (iv) continue to implement cost-effective internal processes, our ability to meet cash requirements through operating activities could be impacted. Furthermore, any restriction on the availability of borrowings under our credit facilities could negatively affect our ability to meet future cash requirements. We will continue to monitor financial market conditions, including the related impact on credit availability and capital markets.
Current wording
We believe that cash and cash equivalents on hand, cash flow from operations, funds available under our current credit facilities and any future replacement thereof will be sufficient to fund the working capital, required minimum debt service payments, and other capital expenditure requirements of our current business operations for the foreseeable future. We may also execute capital markets transactions, including at-the-market offering programs, to raise additional funds if we believe market conditions are favorable, but there can be no assurance that any future capital will be available on acceptable terms or at all. Nevertheless, our ability to generate sufficient cash flows from operations will depend upon our success in executing our strategies. If we are unable to (i) realize sales from our backlog; (ii) secure new customer orders; (iii) continue selling products at profitable margins; and (iv) continue to implement cost-effective internal processes, our ability to meet cash requirements through operating activities could be impacted. Furthermore, any restriction on the availability of borrowings under our credit facilities could negatively affect our ability to meet future cash requirements. We will continue to monitor our short-term and long-term liquidity needs, which could be affected by financial market conditions, including the related impact on credit availability and capital markets.
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 “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.
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 provided for certain changes to the credit facility and increased the maximum commitment amount from$200,000 to$300,000. The credit facility originally allowed for revolving loans of up to$200,000, a$50,000 term loan facility, and a$50,000 delayed draw term loan (“DDTL”) facility. On February 6, 2026, the ability of the Company to access the$50,000 DDTL facility expired per the terms of the First Amendment. The$50,000 term loan facility is payable in installments of$938 per quarter through March 31, 2028. Quarterly term loan payments increase 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 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%).
Current wording
Borrowings under the$200,000 revolving loan limit and$50,000 term loan can be in the form of 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%).
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 currently permitted by ourcredit 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 ourcredit facility is 3.0 to 1.0. The actual leverage ratio as of September 30, 2025, calculated in accordance with the Second Amendment, was 1.19 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 permitted by ourcredit 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 actual leverage ratio as of March 31, 2026 was 1.76 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 September 30, 2025, was 4.15 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 March 31, 2026, was 2.12 to 1.0.
Previous wording
On June 10, 2025, the Company and certain domestic subsidiaries entered into an amendment to the credit facility (the “Second Amendment”) which provides for certain changes to thecredit facility, including modifications to the Company’s financial covenants and applicable interest rates to accommodate the possible acquisition of the remaining 40% minority interest in Arcadia Products. Key provisions of the Second Amendment include a temporary increase in the Company’s maximum leverage ratio to 3.5x adjusted EBITDA over the trailing 12 months — up from 3.0x — should either the Put Option or the Call Option be exercised. This elevated leverage limit will apply for the first two quarters following payment of the purchase price of the Put Option or the Call Option, followed by a reduction to 3.25x in the third quarter, and a return to 3.0x thereafter. Additionally, proceeds under the Delayed Draw Term Loan Facility may be held (to the extent drawn on such facility prior to expiration) in a restricted account after the expiration of such facility for purposes of paying the purchase price of the Put Option or the Call Option in the future.
Current wording
On June 10, 2025, the Company and certain domestic subsidiaries entered into an amendment to the credit facility (the “Second Amendment”) which provided for certain changes to thecredit facility, including modifications to the Company’s financial covenants and applicable interest rates to assist with the possible acquisition of the remaining 40% minority interest in Arcadia Products. Key provisions of the Second Amendment include a temporary increase in the Company’s maximum leverage ratio to 3.5x adjusted EBITDA over the trailing 12 months — up from 3.0x — should either the Put Option or the Call Option be exercised. This elevated leverage limit will apply for the first two quarters following payment of the purchase price of the Put Option or the Call Option, followed by a reduction to 3.25x in the third quarter, and a return to 3.0x thereafter.
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 September 30, 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. As of March 31, 2026, we had no outstanding borrowings, and bank guarantees of €2,876 were secured.
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 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.
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.
Previous wording
Our debt balance, net of deferred debt issuance costs, decreased to $56,534 at September 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.
Current wording
Our debt balance, net of deferred debt issuance costs, increased to $53,954 at March 31, 2026, from $50,644 at December 31, 2025, for the reasons discussed above. Our other contractual obligations and commitments have not materially changed since December 31, 2025.
Previous wording
Net cash used in investing activities for the nine months ended September 30, 2025, of $3,047 was attributable to the acquisition, net of proceeds received, of property, plant and equipment of $7,214, partially offset by the settlement of a note receivable of $4,167.
Current wording
Net cash used in investing activities for the three months ended March 31, 2026, and 2025, of $1,263 and $3,332, respectively, was attributable to the acquisition, net of proceeds received, of property, plant and equipment.
Previous wording
Net cash used in financing activities for the nine months ended September 30, 2025, of $22,149 included net credit facility repayments $14,521, distributions to the redeemable noncontrolling interest holder of $6,400, payment of debt issuance costs of $650, and treasury stock purchases of $578.
Current wording
Net cash 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.
Previous wording
Any determination to pay cash dividends is at the discretion of the Board of Directors. On April 23, 2020, DMC announced that its Board of Directors suspended the quarterly dividend indefinitely. Future dividends may be affected by, among other items, our views on potential future capital requirements, future business prospects, debt covenant compliance considerations, changes in income tax laws, and any other factors that our Board of Directors deems relevant.
Current wording
Any determination to pay cash dividends is at the discretion of the Board of Directors. Future dividends may be affected by, among other items, our views on potential future capital requirements, future business prospects, debt covenant compliance considerations, changes in income tax laws, and any other factors that our Board of Directors deems relevant.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Adjusted EBITDA decreased for the three months ended March 31, 2026, compared with the same period in 2025, 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 decreased for the three months ended March 31, 2026, compared with the same period in 2025, 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 (4)
Previous report — wording carried elsewhere
and, when appropriate, nonrecurring items that management does not utilize in assessing DMC's operating performance.
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
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.