DMC Global Inc.
For the period ended Jun 30, 2026. Filed Jul 29, 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.
Jun 30, 2026 · Filed Jul 29, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-07-29.
0000034067-26-000048
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 104 previous paragraphs and 142 current paragraphs.
47 unchanged; 37 reworded; 50 added; 18 removed; 2 previous and 8 current paragraphs rearranged.
Tables are not compared: 10 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 (50)
Current report
•Consolidated net sales were $156,953 in the second quarter of 2026 versus $155,487 in the second quarter of 2025, an increase of 1%. The increase was primarily attributable to higher sales at Arcadia Products, partially offset by lower sales at NobelClad, as described below.
Current report
•DynaEnergetics reported net sales of $67,383 in the second quarter of 2026, representing an increase of 1% compared with the second quarter of 2025. International sales increased $2,291 due to project timing. This increase was partially offset by a decrease in sales in our North American market as a result of lower sales volumes and a decrease in pricing due to a highly competitive environment, which collectively reduced net sales by $1,770.
Current report
Arcadia Products continues to work to mitigate the effects of elevated interest rates, volatile input costs, and generally lower construction activity in its core regional markets. Despite these conditions, Arcadia Products has recently improved product availability and lead times across its network of regional service centers and accelerated sales in its core, short-cycle commercial product line in the second quarter of 2026. Arcadia Products’ high-end residential window and door line also improved reflecting successful efforts to right-size the product offering and refocus on its target market.
Current report
Net sales were $156,953 for the three months ended June 30, 2026, an increase of 1% compared with the same period in 2025. Arcadia Products’ net sales increased 9% as a result of higher sales volumes in short-cycle commercial exterior and high-end residential markets and higher customer pricing. DynaEnergetics’ net sales increased 1% largely resulting from higher international sales volumes partially offset by lower sales volumes and a decrease in pricing in its core North American market. NobelClad’s net sales decreased 17% 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
Gross profit percentage was 21.9% compared with 23.6% for the same period in 2025. The decrease was primarily attributableto a decrease in pricing in DynaEnergetics’ North American market, as well as an unfavorable mix and higher input costs. This decrease was partially offset by improved absorption of fixed manufacturing overhead costs at Arcadia Products as a result of an increase in net sales.
Current report
General and administrative expenses decreased $1,989 for the three months ended June 30, 2026, compared with the same period in 2025, primarily due to lower compensation costs, including reductions in headcount across all three business segments.
Current report
Selling and distribution expenses increased $383 for the three months ended June 30, 2026, compared with the same period in 2025, primarily driven by higher selling costs at DynaEnergetics.
Current report
Restructuring expenses and asset impairmentsof $239 for the three months ended June 30, 2026 primarily related to employee severance associated with headcount reductions at DynaEnergetics and Corporate.
Current report
Restructuring expenses and asset impairments of $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 report
Operating income was $5,218 for the three months ended June 30, 2026, compared to operating income of $3,897 in the same period in 2025, due to higher net sales and corresponding gross profit at Arcadia Products.
Current report
(1)Calculated using diluted weighted average shares outstanding of 20,235,822.
Current report
(1)Calculated using diluted weighted average shares outstanding of 20,134,760.
Current report
Gross profit percentage was 20.4% compared with 24.8% for the same period in 2025. The decrease compared to the prior year was attributableto a decrease in pricing in DynaEnergetics’ North American market, as well as an unfavorable mix and higher input costs. Arcadia Products was also impacted by higher input costs due to inflation in base aluminum metal costs which exceeded corresponding increases in customer pricing. Additionally, gross profit was negatively impacted by lower absorption of fixed manufacturing overhead costs as a result of decreases in net sales at all three business segments.
Current report
For the six months ended June 30, 2025, restructuring expenses and asset impairments of $1,474 included 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.
Current report
Operating income was $1,135 for the six months ended June 30, 2026, compared to operating income of $10,410 in the same period in 2025, primarily due to lower net sales and corresponding gross profit across all three business segments.
Current report
Netloss attributable to DMC Global Inc. for thesix months ended June 30, 2026 was$5,558, compared tonet income attributable to DMC Global Inc. of $793 for the same period in 2025, primarily due to the factors discussed above.
Current report
Adjusted EBITDA decreased for the six months ended June 30, 2026, compared with the same period in 2025, 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
(1)Calculated using diluted weighted average shares outstanding of 20,133,159.
Current report
(1)Calculated using diluted weighted average shares outstanding of 19,861,073.
Current report
Net sales increased $5,439 for the three months ended June 30, 2026, compared with the same period in 2025, primarily due to higher sales volumes in short-cycle commercial exterior and high-end residential markets as well as higher customer pricing in response to increases in raw material input costs.
Current report
Gross profit percentage increased to 27.7% for the three months ended June 30, 2026 primarily due to improved absorption of fixed manufacturing overhead costs as a result of the increase in net sales described above.
Current report
Operating incomewas $3,645 for the three months ended June 30, 2026, compared to operating income of $516 in the same period in 2025, primarily due to higher net sales and corresponding gross profit.
Current report
Adjusted EBITDA increased for the three months ended June 30, 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
Net sales decreased $3,435 for the six months ended June 30, 2026, compared with the same period in 2025, primarily due to lower sales volumes in longer-cycle commercial markets.
Current report
Gross profit percentage decreased to 26.0% for the six months ended June 30, 2026 primarily due to inflation in base aluminum metal costs which exceeded corresponding increases in customer pricing as well as lower absorption of fixed manufacturing overhead costs as a result of the decrease in net sales described above.
Current report
General and administrative expenses decreased $1,313 for the six months ended June 30, 2026, compared with the same period in 2025, primarily as a result of lower compensation costs related to a reduction in headcount.
Current report
Selling and distribution expenses decreased $312 for the six months ended June 30, 2026, compared with the same period in 2025, primarily due to lower incentive compensation costs.
Current report
Amortization of purchased intangible assets decreased $813 for the six months ended June 30, 2026, compared with the same period in 2025, as the customer relationship purchased intangible asset is amortized using an accelerated amortization method.
Current report
Restructuring expenses and asset impairmentsof $542 and $517 for the six months ended June 30, 2026, and 2025, respectively, related to employee severance associated with headcount reductions.
Current report
Operating income was $1,643 for the six months ended June 30, 2026, compared to operating income of $3,512 in the same period in 2025, primarily due to lower gross profit.
Current report
Adjusted EBITDA decreased for the six months ended June 30, 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
Net sales increased $521 for the three months ended June 30, 2026 compared with the same period in 2025. International sales increased $2,291 due to project timing. This increase was partially offset by a decrease in sales in our North American market as a result of lower sales volumes and a decrease in pricing due to a highly competitive environment, which collectively reduced net sales by $1,770.
Current report
Gross profit percentage decreased to 15.9% for the three months ended June 30, 2026 primarily due to a decrease in pricing in the North American market, unfavorable mix and higher input costs.
Current report
Selling and distribution expenses increased $327 for the three months ended June 30, 2026, compared with the same period in 2025, primarily due to higher selling costs.
Current report
Restructuring expenses and asset impairmentsof $67 for the three months ended June 30, 2026 related to employee severance associated with headcount reductions.
Current report
Restructuring expenses and asset impairments of $746 for the three months ended June 30, 2025 included an asset impairment charge and related contract termination costs associated with exiting a lease totaling $605 and employee severance of $141 associated with headcount reductions.
Current report
Operating incomewas $3,927 for the three months ended June 30, 2026, compared to operating income of $6,411 in the same period in 2025, primarily due to lower gross profit.
Current report
Gross profit percentage decreased to 14.4% for the six months ended June 30, 2026 primarily due to a decrease in pricing in the North American market, unfavorable mix and higher input costs.
Current report
General and administrative expenses decreased $516 for the six months ended June 30, 2026, compared with the same period in 2025, primarily due to decreases in lease expense of $281 and business-related travel of $79.
Current report
Restructuring expenses and asset impairmentsof $138 for the six months ended June 30, 2026 related to employee severance associated with headcount reductions.
Showing the first 40 of 50 passages. Open the source sections for the rest.
Removed paragraphs (18)
Previous 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.
Previous 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.
Previous 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.
Previous report
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 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.
Previous report
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 report
(1)Calculated using diluted weighted average shares outstanding of 20,066,158.
Previous report
(1)Calculated using diluted weighted average shares outstanding of 19,816,281.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous report
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 report
Restructuring expensesof $71 for the three months ended March 31, 2026 related to employee severance associated with headcount reductions.
Previous report
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 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.
Previous report
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 report
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.
Reworded paragraphs (37)
Previous 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.
Current wording
•Arcadia Products reported net sales of $67,419 in the second quarter of 2026, representing an increase of 9% compared with the second quarter of 2025. The increase was primarily attributable to higher sales volumes in short-cycle commercial exterior and high-end residential markets as well as higher customer pricing in response to increases in raw material input costs.
Previous wording
•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 wording
•NobelClad reported net sales of $22,151 in the second quarter of 2026, representing a decrease of 17% compared with the second 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.
Previous 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.
Current wording
•The Company’s leverage ratio, calculated in accordance with its credit facility, was 2.19x as of June 30, 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 1.15x as of June 30, 2026.
Previous wording
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 wording
Conditions across our three manufacturing businesses continue to be impacted by macroeconomic and geopolitical developments, including the conflict in the Middle East, uncertainty in global oil and gas markets, elevated interest rates, and changes in global tariff policies. DynaEnergetics and NobelClad, which serve the upstream and downstream oil and gas markets, respectively, remain exposed to fluctuations in crude oil prices. If we or our customers are unable to offset the effects of these conditions, our net sales and profitability may be adversely affected.
Previous 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.
Current wording
DynaEnergetics is continuing a series of initiatives designed to reduce costs and increase market share. Demand remains steady across its North American and international markets. DynaEnergetics also is pursuing growth opportunities in the Enhanced Geothermal Systems industry 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 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.
Current wording
NobelClad uses 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 decreased to $63,508 at the end of the second quarter of 2026, compared with $70,308 at the end of the first quarter of 2026, which was the highest level in more than 15 years. Shipments from NobelClad’s order backlog are expected to accelerate during the second half of 2026 and improve NobelClad’s current year financial performance. NobelClad is also pursuing additional opportunities with the U.S. Navy following its recently announced plans to accelerate its Naval readiness program.
Previous wording
Each of our businesses are evaluating additional mitigation strategies and targeted cost reduction programs if business does not improve as 2026 progresses.
Current wording
Although each of our businesses continue to be affected by challenging end-market conditions, we are beginning to benefit from specific improvement initiatives, most notably at Arcadia Products. However, we continue to evaluate additional mitigation strategies and targeted cost-reduction programs if business conditions do not improve.
Previous 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.
Current wording
Amortization of purchased intangible assets decreased $406 for the three months ended June 30, 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
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.
Current wording
Income tax provisionof $1,936 was recorded on income before income taxes of $3,953 for the three months ended June 30, 2026, and we recorded an income tax provision of $1,419 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 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 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.
Current wording
Netincome attributable to DMC Global Inc. for thethree months ended June 30, 2026 was$507, compared withnet income attributable to DMC Global Inc. of $116 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 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.
Current wording
Adjusted Net Income and Adjusted Diluted Earnings Per Share decreased for the three months ended June 30, 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 Income and Adjusted Diluted Earnings Per Share.
Previous wording
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 wording
Net sales were $292,548 for the six months ended June 30, 2026, a decrease of 7% compared with the same period in 2025, due to lower sales at all three business segments. NobelClad’s net sales decreased 24% 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. DynaEnergetics’ net sales decreased 4% largely resulting from lower sales volumes and a decrease in pricing in its North American market. Arcadia Products’ net sales decreased 3% as a result of lower sales volumes in longer-cycle commercial markets.
Previous wording
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 wording
General and administrative expenses decreased $4,531 for the six months ended June 30, 2026, compared with the same period in 2025, primarily attributable to lower compensation and incentive costs of $3,971, a decrease in business-related travel of $182, and lower outside services costs of $105.
Previous wording
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 wording
Selling and distribution expenses decreased $771 for the six months ended June 30, 2026, compared with the same period in 2025, driven by lower bad debt expense of $537 and a decrease in compensation costs of $275.
Previous 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.
Current wording
Strategic review and related expenses of $2,073 for the six months ended June 30, 2025 primarily included $1,507 in professional service fees and $366 in employee retention compensation, including $36 of stock-based compensation.
Previous wording
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 wording
Restructuring expenses and asset impairmentsof $805 for the six months ended June 30, 2026 related to employee severance associated with headcount reductions at Arcadia Products, DynaEnergetics, and Corporate.
Previous 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.
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 income (expense), net, and interest expense, net.
Previous 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.
Current wording
General and administrative expenses decreased $284 for the three months ended June 30, 2026, compared with the same period in 2025, primarily due to lower compensation costs as a result of a reduction in headcount.
Previous 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.
Current wording
Amortization of purchased intangible assets decreased $406 for the three months ended June 30, 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 expensesof $495 and $325 for the three months ended March 31, 2026, and 2025, respectively, related to employee severance associated with headcount reductions.
Current wording
Restructuring expenses and asset impairmentsof $47 and $192 for the three months ended June 30, 2026, and 2025, respectively, related to employee severance associated with headcount reductions.
Previous wording
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 wording
General and administrative expenses decreased $409 for the three months ended June 30, 2026, compared with the same period in 2025, primarily due to lower compensation costs of $134 and a decrease in lease expense of $111.
Previous wording
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 wording
Net sales decreased $5,483 for the six months ended June 30, 2026, compared with the same period in 2025, primarily due to lower sales volumes and a decrease in pricing due to a highly competitive North American market, which collectively reduced net sales by $8,678. This decrease was partially offset by an increase in international sales of $3,195 primarily due to project timing.
Previous wording
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 wording
Selling and distribution expenses decreased $267 for the six months ended June 30, 2026, compared with the same period in 2025, primarily due to a reduction in bad debt expense of $419 partially offset by an increase in compensation costs of $246.
Previous 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.
Current wording
Gross profit percentage decreased to 22.6% for the three months ended June 30, 2026 due to lower absorption of fixed manufacturing overhead costs as a result of the decrease in net sales described above.
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 $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.
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 $30,513 at June 30, 2026, compared with $18,746 at December 31, 2025. The increase was primarily due to net credit facility borrowings of $8,201 to assist in funding increased working capital to support expected near-term higher activity levels across all of the Company’s business segments.
Previous wording
The leverage ratio is defined in the credit facility as the ratio of Consolidated Funded Indebtedness (as defined in the credit facility) on the last day of any trailing four quarter period to Consolidated EBITDA (as defined in the credit facility) for such period. The maximum leverage ratio permitted by 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.
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 June 30, 2026 was 2.19 to 1.0.
Previous wording
The debt service coverage ratio is defined in the credit facility as the ratio of Consolidated EBITDA less the sum of capital distributions paid in cash (other than those made with respect to preferred stock issued under the Operating Agreement), Consolidated Unfunded Capital Expenditures (as defined in the credit facility), and net cash income taxes divided by the sum of cash interest expense, any dividends on the preferred stock paid in cash, and scheduled principal payments on funded indebtedness. Under our credit facility, the minimum debt service coverage ratio permitted is 1.25 to 1.0. The actual debt service coverage ratio for the trailing twelve months ended March 31, 2026, was 2.12 to 1.0.
Current wording
The debt service coverage ratio is defined in the credit facility as the ratio of Consolidated EBITDA less the sum of capital distributions paid in cash (other than those made with respect to preferred stock issued under the Operating Agreement), Consolidated Unfunded Capital Expenditures (as defined in the credit facility), and net cash income taxes divided by the sum of cash interest expense, any dividends on the preferred stock paid in cash, and scheduled principal payments on funded indebtedness. Under our credit facility, the minimum debt service coverage ratio permitted is 1.25 to 1.0. The actual debt service coverage ratio for the trailing twelve months ended June 30, 2026, was 1.80 to 1.0.
Previous wording
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 wording
As of June 30, 2026, borrowings of $44,063 on the term loan under our credit facility were outstanding, and $16,138 was outstanding on the revolver.
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. As of March 31, 2026, we had no outstanding borrowings, and bank guarantees of €2,876 were secured.
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 June 30, 2026, we had no outstanding borrowings, and bank guarantees of €2,678 were secured.
Previous wording
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 wording
The number of shares of Put Preferred 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 vote with and be convertible into one share of the Company’s common stock. However, in order to comply with applicable Nasdaq rules, the voting and conversion rights of the Put Preferred would initially be limited to 19.9% of the number of shares of DMC common stock outstanding immediately prior to the issuance of the Put Preferred. This voting and conversion cap would be removed only if such removal is approved by DMC’s stockholders. The holder of the Put Preferred would not be allowed to participate in any such stockholder vote. Based on the purchase price definition set forth in the Operating Agreement and the current price of DMC common stock, it is likely that if the Put Preferred is issued, a stockholder vote to remove the voting and conversion cap would result in the minority interest holder acquiring majority voting control of the Company through the involuntary dilution of the existing stockholders.
Previous wording
As of March 31, 2026, the value of the redeemable noncontrolling inte rest under the Operating Agreement was $187,080. Upon settlement, consideration paid will be net of the $24,902 promissory note outstanding due from the redeemable noncontrolling interest holder and is subject to potential working capital adjustments. Refer to Note 2 in Part I, Item 1 for further information related to the valuation of the redeemable noncontrolling interest and promissory note outstanding. We are currently evaluating options for financing the purchase of the noncontrolling interest, which may include cash generated from operations, borrowings under the credit facility, and/or proceeds from debt or equity issuances. Debt financing could materially impact the Company’s leverage while equity financing could materially dilute existing stockholders.
Current wording
As of June 30, 2026, the value of the redeemable noncontrolling inte rest under the Operating Agreement was $187,080. Upon settlement, consideration paid will be net of the $24,902 promissory note outstanding due from the redeemable noncontrolling interest holder and is subject to potential working capital adjustments. Refer to Note 2 in Part I, Item 1 for further information related to the valuation of the redeemable noncontrolling interest and promissory note outstanding. We are currently evaluating options for financing the purchase of the noncontrolling interest, which may include cash generated from operations, borrowings under the credit facility, and/or proceeds from debt or equity issuances. Debt financing could materially impact the Company’s leverage while equity financing could materially dilute existing stockholders. Furthermore, as described in Note 2 in Part I, Item 1, and in Item 1A in Part II of this report, our ability to redeem the Put Preferred, if such shares are issued in connection with the Put Option, is subject to certain statutory and common law limitations under Delaware law.
Previous 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.
Current wording
Our debt balance, net of deferred debt issuance costs, increased to $59,064 at June 30, 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 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 wording
Net cash used in operating activities was $10,339 for the six months ended June 30, 2026, compared to net cash provided by operating activities of $19,734 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 Arcadia Products and NobelClad given current and expected near-term activity level increases, as well as higher raw material input costs at Arcadia Products.
Previous 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.
Current wording
Net cash used in investing activities for the six months ended June 30, 2026 of $1,646 was attributable to the acquisition, net of proceeds received, of property, plant and equipment.
Previous wording
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.
Current wording
Net cash provided by financing activities for the six months ended June 30, 2026 of $7,741 included net credit facility borrowings of $8,201, which were partially offset by treasury stock purchases of $460.
Previous 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.
Current wording
Net cash used in financing activities for the six months ended June 30, 2025 of $19,746 included net credit facility repayments of $12,278, distributions to the redeemable noncontrolling interest holder of $6,255, the payment of debt issuance costs of $650, and treasury stock purchases of $563.
Previous 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.
Current wording
Any determination to pay cash dividends is at the discretion of the Board. 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 the Board deems relevant.
Rearranged current paragraphs (8)
Current report — wording carried from elsewhere
Strategic review and related expensesof $775 for the three months ended June 30, 2025 primarily included professional service fees.
Current report — wording carried from elsewhere
Amortization of purchased intangible assets decreased $813 for the six months ended June 30, 2026, compared to the same period in 2025, as the Arcadia Products customer relationship purchased intangible asset is amortized using an accelerated amortization method.
Current report — wording carried from elsewhere
Income tax provision of $3,157 was recorded on loss before income taxes of $1,636 for the six months ended June 30, 2026, and we recorded an income tax provision of $4,152 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 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.
Current report — wording carried from elsewhere
Adjusted Net (Loss) Income and Adjusted Diluted Earnings Per Share decreased for the six months ended June 30, 2026, compared with the same period in 2025, 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 report — wording carried from elsewhere
Gross profit percentage decreased to 22.6% for the six months ended June 30, 2026 due to lower absorption of fixed manufacturing overhead costs as a result of the decrease in net sales described above.
Current report — wording carried from elsewhere
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. The calculation is based on a multiple of Arcadia Products’ adjusted EBITDA over a defined period or, if higher, a “Floor Value” for 100% of Arcadia Products equal to $467,700 (or $187,080 for the minority owner’s 40% interest), in each case subject to certain adjustments. 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, as set forth in the Operating Agreement, would be replicated in a Certificate of Designations to be filed with the Secretary of State of the State of Delaware.
Current report — wording carried from elsewhere
Upon issuance, the Company may redeem the Put Preferred at any time; however, beginning on June 23, 2027, the Company would begin proportionate annual redemptions of the Put Preferred, provided that the Put Preferred must be redeemed by the third anniversary of its issuance, subject in all cases to the availability of sufficient funds to effect such redemptions as described below.
Current report — wording carried from elsewhere
Net cash used in investing activities for the six months ended June 30, 2025 of $718 was attributable to the acquisition, net of proceeds received, of property, plant and equipment of $4,885, partially offset by the settlement of a note receivable of $4,167.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
(2)Net income 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 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.