BOOM

DMC Global Inc.

NASDAQ · MATERIALS · MISCELLANEOUS PRIMARY METAL PRODUCTS

5.49

+0.26 +4.97%

USD · close Oct 23

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MKT CAP $112.8MP/E —DIV YIELD —FCF YIELD 9.11%REV TTM $587.6M −5.2%NET INCOME −$19.8MNET DEBT $30.5M52W 4.73 – 8.97SEC XBRL · TTM TO Invalid Date

How BOOM rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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Arcadia Products is working to mitigate the impact of persistently high interest rates 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’ ability to fully pass through higher input costs, mainly 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 negatively impacting Arcadia Products’ net sales and profitability in 2026.
DynaEnergetics is continuing a series of initiatives designed to reduce costs and increase market share.
These efforts are intended to offset a potential decline in demand for its well perforating systems during 2026 due to volatile crude oil prices and reduced well completion activity in DynaEnergetics’ core North American onshore market.
DynaEnergetics also is exploring growth opportunities in the enhanced geothermal market, and has expanded its sales and marketing efforts in certain emerging global shale markets.
At NobelClad, we use backlog, defined as 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 twelve months.
Order backlog increased to $62,612 at the end of the fourth quarter of 2025 from $57,040 at the end of the third quarter of 2025, reflecting the receipt of additional orders associated with a previously announced record international chemical project.
These orders helped offset lower booking activity in NobelClad’s U.S. market, which was negatively impacted during much of 2025, in part due to tariff-related uncertainty.
NobelClad is preparing to pursue additional opportunities with the U.S.
Navy following its recently announced plans to accelerate its Naval readiness program.
Each of our businesses are evaluating additional tariff mitigation strategies and targeted cost reduction programs if business does not improve as 2026 progresses.
Use of Non-GAAP Financial Measures In addition to disclosing financial results that are determined in accordance with generally accepted accounting principles in the United States (“GAAP”), the Company also discloses certain non-GAAP financial measures that we use in operational and financial decision making.
Non-GAAP financial measures include the following: • EBITDA : defined as net income (loss) plus net interest, taxes, depreciation and amortization. • Adjusted EBITDA : excludes from EBITDA stock-based compensation, restructuring expenses and asset impairment charges (if applicable) and, when appropriate, nonrecurring items that management does not utilize in assessing DMC’s operating performance (as further described in the tables below). • Adjusted EBITDA attributable to DMC Global Inc. : excludes the Adjusted EBITDA attributable to the 40% redeemable noncontrolling interest in Arcadia Products. • 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. • Adjusted net income (loss) : defined as net income (loss) attributable to DMC Global Inc. stockholders prior to the adjustment of redeemable noncontrolling interest plus restructuring expenses and asset impairment charges (if applicable) and, when appropriate, nonrecurring items that management does not utilize in assessing DMC’s operating performance. • Adjusted diluted earnings per share: defined as diluted earnings per share attributable to DMC Global Inc. stockholders (exclusive of adjustment of redeemable noncontrolling interest) plus restructuring expenses and asset impairment charges (if applicable) and, when appropriate, nonrecurring items that management does not utilize in assessing DMC’s operating performance. • Net debt : defined as total debt less consolidated cash, cash equivalents and marketable securities per the Consolidated Balance Sheets.
Management believes providing these additional financial measures is useful to investors in understanding the Company’s operating performance, excluding the effects of restructuring, asset impairment, and other nonrecurring charges, as well as its liquidity.
Management typically monitors the business utilizing the above non-GAAP measures, in addition to GAAP results, to understand and compare operating results across accounting periods, and certain management incentive awards are based, in part, on these measures.
The presence of non-GAAP financial measures in this report is not intended to suggest that such measures be considered in isolation or as a substitute for, or as superior to, DMC’s GAAP information, and investors are cautioned that the non-GAAP financial measures are limited in their usefulness.
Given that not all companies use identical calculations, DMC’s presentation of non-GAAP financial measures may not be comparable to similarly titled measures of other companies.
Consolidated Results of Operations 2025 2024 $ change % change Net sales $ 609,840 $ 642,851 $ (33,011) (5) % Gross profit 135,253 150,569 (15,316) (10) % Gross profit percentage 22.2 % 23.4 % COSTS AND EXPENSES: General and administrative expenses 61,252 61,401 (149) — % % of net sales 10.0 % 9.6 % Selling and distribution expenses 48,790 47,255 1,535 3 % % of net sales 8.0 % 7.4 % Amortization of purchased intangible assets 19,053 21,155 (2,102) (10) % % of net sales 3.1 % 3.3 % Goodwill impairment — 141,725 (141,725) (100) % Strategic review and related expenses 2,690 7,765 (5,075) (65) % Restructuring expenses and asset impairments 3,578 2,526 1,052 42 % Operating loss (110) (131,258) 131,148 (100) % Other expense, net (1,076) (1,068) (8) 1 % Interest expense, net (6,493) (8,664) 2,171 (25) % Loss before income taxes (7,679) (140,990) 133,311 (95) % Income tax provision 4,066 10,970 (6,904) (63) % Net loss (11,745) (151,960) 140,215 (92) % Less: Net income (loss) attributable to redeemable noncontrolling interest 1,707 (57,508) 59,215 103 % Net loss attributable to DMC Global Inc.
(13,452) (94,452) 81,000 (86) % Adjusted EBITDA attributable to DMC Global Inc. $ 34,942 $ 52,156 $ (17,214) (33) % Net sales were $609,840 for the year ended December 31, 2025, a decrease of 5% compared with 2024.
The decline was primarily driven by lower sales at DynaEnergetics, which decreased 6%, and at NobelClad, which decreased 11%.
The 6% decrease at DynaEnergetics was largely attributable to lower pricing resulting from industry consolidation and a highly competitive core North American market, which reduced net sales by $16,213.
DynaEnergetics also experienced a decline in international sales of $1,259 primarily due to project timing.
The 11% decrease at NobelClad was driven by lower activity levels due in part to the impact of evolving tariff policies throughout the year.
Gross profit percentage was 22.2% for the year ended December 31, 2025 compared with 23.4% for the year ended December 31, 2024.
The decline was primarily attributable to 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 DynaEnergetics and NobelClad.
Selling and distribution expenses increased $1,535 for the year ended December 31, 2025, compared with 2024, driven by higher compensation costs at Arcadia Products of $1,357 and higher bad debt expense of $1,153.
These increases were partially offset by lower outside services costs of $532, a reduction in business-related travel of $214, and lower selling costs of $109.
Amortization of purchased intangible assets decreased $2,102 for the year ended December 31, 2025, compared with 2024, as the Arcadia Products customer relationship purchased intangible asset is amortized using an accelerated amortization method.
Goodwill impairment of $141,725 for the year ended December 31, 2024 related to the full impairment of Arcadia Products’ goodwill.
Strategic review and related expenses of $2,690 for the year ended December 31, 2025 primarily related to $2,099 in professional service fees and $366 in employee retention compensation, including $36 of stock-based compensation.
For the year ended December 31, 2024, strategic review and related expenses of $7,765 related to $4,076 in professional service fees and $2,988 in employee retention compensation, including $372 of stock-based compensation.
Restructuring expenses and asset impairments of $3,578 for the year ended December 31, 2025 included contract termination costs associated with exiting leases of $1,013 and $605 at NobelClad and DynaEnergetics, respectively, employee severance of $1,175 related to headcount reductions across the Company, and an asset impairment of $785 related to the decision to discontinue an internal website and related automation platform.
For the year ended December 31, 2024, restructuring expenses and asset impairments of $2,526 consisted primarily of the abandonment of a planned manufacturing expansion at DynaEnergetics and employee severance costs associated with headcount reductions at DynaEnergetics and Arcadia Products.
Operating loss of $110 for the year ended December 31, 2025, decreased compared with operating loss of $131,258 for the year ended December 31, 2024, primarily attributable to the goodwill impairment charge recorded in 2024, and a reduction in strategic review and related expenses.
Other expense, net of $1,076 in 2025 primarily related to net realized and 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.
Interest expense, net of $6,493 in 2025 decreased 25% compared with 2024, primarily attributable to lower outstanding balances on our credit facility due to voluntary debt repayments during 2025.
Income tax provision of $4,066 was recorded on loss before income taxes of $7,679 for the year ended December 31, 2025.

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Item 1A — Risk Factors for a discussion of these and other factors that could materially affect our results of operations and financial condition.
Business References made in this Annual Report on Form 10-K to “we”, “our”, “us”, “DMC”, "DMC Global" and the “Company” refer to DMC Global Inc. and its consolidated subsidiaries.
Unless stated otherwise, all dollar figures in this report are presented in thousands (000s).
(“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.
Arcadia Products supplies architectural building products, including exterior and interior framing systems, windows, curtain walls, storefronts, doors, and interior partitions to the commercial construction market; it also supplies customized windows and doors to the high-end residential construction market.
DynaEnergetics designs, manufactures and sells highly engineered products utilized by the global oil and gas industry principally for the perforation of oil and gas wells.
NobelClad is a leader in the production of explosion-welded clad metal plates for use in the construction of corrosion resistant industrial processing equipment, as well as specialized transition joints for use in construction of commuter rail cars, ships, and liquified natural gas (LNG) processing equipment.
Arcadia Products uses a network of manufacturing, fabrication and distribution centers throughout the United States to sell its products, while DynaEnergetics and NobelClad operate globally through an international network of manufacturing, distribution and sales facilities.
Refer to Note 11 within Part II, Item 8 — Financial Statements and Supplementary Data for net sales, operating income, and total assets for each of our segments.
Our Strategy Our strategy is to maximize the value of our company by capitalizing on the unique strengths of each of our three businesses.
Arcadia Products, which has established a differentiated model for its core commercial building products, serves a multi-billion dollar addressable market and is seeking to grow its position in its targeted markets throughout the western and southwestern United States.
DynaEnergetics and NobelClad each have established leadership positions in their respective segments of the energy and industrial equipment industries, and both are pursuing various growth opportunities.
On January 29, 2024, we announced our Board of Directors (the "Board") had initiated a review of strategic alternatives for DynaEnergetics and NobelClad.
The process formalized our ongoing efforts to unlock shareholder value.
The Board retained financial advisors to assist in evaluating current strategies, operations, and capital structure, and considered sales, mergers, and other strategic combinations.
On October 21, 2024, we announced that the Board was no longer actively marketing DynaEnergetics and NobelClad.
During 2024, we had several leadership changes across the Company and the Board.
At our Arcadia Products business, James Chilcoff stepped down as President on October 8, 2024, and Christopher Scocos served as interim President until James Schladen returned to Arcadia as its President on February 3, 2025.
On our Board, Simon Bates was named as a new independent director on June 23, 2024.
On October 16, 2024, David Aldous resigned as a director and as Chairman, and the Board appointed director James O’Leary as Executive Chairman (which the Board has determined to be an executive officer), while director Ouma Sananikone was named Lead Independent Director.
Also, on October 16, 2024, Peter Rose notified the Company of his decision to retire from the Board at the end of his current term.
Rose will continue to serve as a director through the Company’s 2025 Annual Meeting of Stockholders and will not stand for re-election at such meeting.
In November 2024, Michael Kuta retired as the Company’s President and Chief Executive Officer and as a member of the Board, and the Board appointed James O’Leary as the Company’s Interim President and Chief Executive Officer, in addition to his role as Executive Chairman, effective as of November 29, 2024.
Business Segments Arcadia Products Arcadia Products provides architectural building products to the U.S. construction industry through three divisions: Arcadia, which serves the commercial exteriors market; Wilson Partitions, which serves the commercial interiors market; and Arcadia Custom, which serves the high-end residential market.
Arcadia Arcadia designs, engineers, fabricates and finishes aluminum framing systems, windows, curtain walls, storefronts and entrance systems for the commercial exteriors market.
It primarily operates an integrated “hub and satellite” model in which light manufacturing, anodizing and painting of aluminum components are performed in Vernon, California, and component products are shipped to a network of service centers located in growing markets throughout the western and southwestern United States.
At times, Arcadia Products also sources anodized material directly from third-party extruders.
Products are designed to address regional needs and preferences, and each satellite seeks to offer superior product availability, short lead times, product customization, and design and engineering support.
Arcadia serves a loyal customer base consisting primarily of local and regional glazing contractors, subcontractors, commercial architects and designers.
In 2024, Arcadia accounted for approximately 75% of the net sales of Arcadia Products.
Wilson Partitions Wilson Partitions serves the commercial interior framing and partitions markets across the U.S., providing framing systems, aluminum doors, sliding systems and glazing systems.
Wilson Partitions is supported by centralized manufacturing facilities in California, as well as support facilities in Connecticut and Texas.
Its products address both new construction and repairs and remodels; and product capabilities include noise control, fire rating, built-to-order custom finishes, and other functional and aesthetic features.
In 2024, Wilson Partitions accounted for approximately 11% of the net sales of Arcadia Products.
Arcadia Custom Arcadia Custom serves the high-end residential construction market throughout the United States, and is supported by manufacturing facilities in California, Arizona and Connecticut.
It provides a broad offering of custom, fully fabricated aluminum, steel and wood windows and doors to the luxury home market.
Arcadia Custom works closely with architects, owners, contractors and installers to provide support throughout the planning, design and installation phases of a residential construction process.
In 2024, Arcadia Custom accounted for approximately 14% of the net sales of Arcadia Products.
Environmental Sustainability Arcadia Products’ operations have an ongoing focus on environmental sustainability, including hazardous waste recycling and initiatives aimed at reducing waste.
All of Arcadia’s commercial building products and many of our residential product offerings are made from aluminum, including recycled aluminum content.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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