← Back to BOOM filing summaryThis is the extracted source text from the SEC filing. Formatting may differ from the original document.
The following discussion should be read in conjunction with our historical Consolidated Financial Statements and notes that are included in our Annual Report filed on Form 10-K for the year ended December 31, 2025.
Unless stated otherwise, all dollar figures are presented in thousands (000s).
Overview
General
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.”
Arcadia Products
On December 23, 2021, DMC completed the acquisition of 60% of the membership interests in Arcadia Products, LLC, a Colorado limited liability company resulting from the conversion of Arcadia, Inc. (collectively, “Arcadia Products”). Arcadia Products designs, engineers, fabricates, and finishes aluminum framing systems, windows, curtain walls, storefronts, entrance systems, and interior partitions to the commercial construction market. Additionally, Arcadia Products supplies customized windows and doors to the high-end residential construction market.
Cost of products sold for Arcadia Products includes the cost of aluminum, paint, and other raw materials used in manufacturing as well as employee compensation and benefits, manufacturing facility lease expense, depreciation of manufacturing equipment, supplies and other manufacturing overhead expenses.
DynaEnergetics
DynaEnergetics designs, manufactures, markets, and sells perforating systems and associated hardware for the global oil and gas industry. These products are primarily sold to oilfield service companies in the U.S., Europe, Canada, Africa, the Middle East, and Asia. The market for perforating products, which are used during the well completion process, generally corresponds with oil and gas exploration and production activity. Well completion operations are increasingly complex, which in turn has increased the demand for intrinsically-safe, reliable and technically advanced perforating systems.
Cost of products sold for DynaEnergetics includes the cost of metals, explosives and other raw materials used to manufacture shaped charges, detonating products and perforating guns as well as employee compensation and benefits, depreciation of manufacturing facilities and equipment, supplies and other manufacturing overhead expenses.
NobelClad
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.
Cost of products sold for NobelClad includes the cost of metals, explosive powders and other raw materials used to manufacture clad metal plates and transition joints as well as employee compensation and benefits, outside processing costs, depreciation of manufacturing facilities and equipment, manufacturing facility lease expense, supplies and other manufacturing overhead expenses.
Factors Affecting Results
•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.
•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.
•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.
•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.
•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.
Refer to “Consolidated Results of Operations” and “Business Segment Financial Information” below for additional discussion.
Outlook
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.
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.
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.
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.
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.
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 and cash equivalents per the Condensed 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.
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Consolidated Results of Operations
Three months ended June 30, 2026 compared with three months ended June 30, 2025
Three months ended June 30,
2026 2025 $ change % change
Net sales $ 156,953 $ 155,487 $ 1,466 1 %
Gross profit 34,355 36,731 (2,376) (6 %)
Gross profit percentage 21.9 % 23.6 %
COSTS AND EXPENSES:
General and administrative expenses 13,916 15,905 (1,989) (13 %)
% of net sales 8.9 % 10.2 %
Selling and distribution expenses 10,625 10,242 383 4 %
% of net sales 6.8 % 6.6 %
Amortization of purchased intangible assets 4,357 4,763 (406) (9 %)
% of net sales 2.8 % 3.1 %
Strategic review and related expenses — 775 (775) (100 %)
Restructuring expenses and asset impairments 239 1,149 (910) (79 %)
Operating income 5,218 3,897 1,321 34 %
Other income (expense), net 15 (346) 361 104 %
Interest expense, net (1,280) (1,811) (531) (29 %)
Income before income taxes 3,953 1,740 2,213 127 %
Income tax provision 1,936 1,419 517 36 %
Net income 2,017 321 1,696 528 %
Less: Net income attributable to redeemable noncontrolling interest 1,510 205 1,305 637 %
Net income attributable to DMC Global Inc. 507 116 391 337 %
Adjusted EBITDA attributable to DMC Global Inc. $ 10,673 $ 13,538 $ (2,865) (21 %)
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.
Gross profit percentage was 21.9% compared with 23.6% for the same period in 2025. The decrease was primarily attributable to 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.
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.
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.
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.
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Strategic review and related expenses of $775 for the three months ended June 30, 2025 primarily included professional service fees.
Restructuring expenses and asset impairments of $239 for the three months ended June 30, 2026 primarily related to employee severance associated with headcount reductions at DynaEnergetics and Corporate.
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.
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.
Income tax provision of $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.
Net income attributable to DMC Global Inc. for the three months ended June 30, 2026 was $507, compared with net income attributable to DMC Global Inc. of $116 for the same period in 2025, primarily due to the factors discussed above.
Adjusted EBITDA 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 Adjusted EBITDA. The following is a reconciliation of the most directly comparable GAAP measure to Adjusted EBITDA.
Three months ended June 30,
2026 2025
Net income $ 2,017 $ 321
Interest expense, net 1,280 1,811
Income tax provision 1,936 1,419
Depreciation 3,588 3,707
Amortization of purchased intangible assets 4,357 4,763
EBITDA 13,178 12,021
Stock-based compensation 931 1,417
Strategic review and related expenses — 775
Restructuring expenses and asset impairments 239 1,149
Executive transition costs — 520
Other (income) expense, net (15) 346
Adjusted EBITDA 14,333 16,228
Less: adjusted EBITDA attributable to redeemable noncontrolling interest (3,660) (2,690)
Adjusted EBITDA attributable to DMC Global Inc. $ 10,673 $ 13,538
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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.
Three months ended June 30, 2026
Amount Per Share (1)
Net income attributable to DMC Global Inc. (2) $ 507 $ 0.03
Restructuring expenses and asset impairments, net of tax 220 0.01
As adjusted $ 727 $ 0.04
(1) Calculated using diluted weighted average shares outstanding of 20,235,822.
(2) Net income attributable to DMC Global Inc. prior to the adjustment of redeemable noncontrolling interest.
Three months ended June 30, 2025
Amount Per Share (1)
Net income attributable to DMC Global Inc. (2) $ 116 $ —
Strategic review and related expenses, net of tax 775 0.04
Restructuring expenses and asset impairments, net of tax 1,062 0.05
Executive transition costs, net of tax 520 0.03
As adjusted $ 2,473 $ 0.12
(1) Calculated using diluted weighted average shares outstanding of 20,134,760.
(2) Net income attributable to DMC Global Inc. prior to the adjustment of redeemable noncontrolling interest.
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Six months ended June 30, 2026 compared with six months ended June 30, 2025
Six months ended June 30,
2026 2025 $ change % change
Net sales $ 292,548 $ 314,777 $ (22,229) (7 %)
Gross profit 59,798 77,930 (18,132) (23 %)
Gross profit percentage 20.4 % 24.8 %
COSTS AND EXPENSES:
General and administrative expenses 28,048 32,579 (4,531) (14 %)
% of net sales 9.6 % 10.3 %
Selling and distribution expenses 21,097 21,868 (771) (4 %)
% of net sales 7.2 % 6.9 %
Amortization of purchased intangible assets 8,713 9,526 (813) (9 %)
% of net sales 3.0 % 3.0 %
Strategic review and related expenses — 2,073 (2,073) (100 %)
Restructuring expenses and asset impairments 805 1,474 (669) (45 %)
Operating income 1,135 10,410 (9,275) (89 %)
Other expense, net (30) (564) (534) (95 %)
Interest expense, net (2,741) (3,510) (769) (22 %)
(Loss) income before income taxes (1,636) 6,336 (7,972) 126 %
Income tax provision 3,157 4,152 (995) (24 %)
Net (loss) income (4,793) 2,184 (6,977) 319 %
Net income attributable to redeemable noncontrolling interest 765 1,391 (626) (45 %)
Net (loss) income attributable to DMC Global Inc. (5,558) 793 (6,351) 801 %
Adjusted EBITDA attributable to DMC Global Inc. $ 14,568 $ 27,929 $ (13,361) (48 %)
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.
Gross profit percentage was 20.4% compared with 24.8% for the same period in 2025. The decrease compared to the prior year was attributable to 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.
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.
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.
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.
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.
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Restructuring expenses and asset impairments of $805 for the six months ended June 30, 2026 related to employee severance associated with headcount reductions at Arcadia Products, DynaEnergetics, and Corporate.
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.
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.
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.
Net loss attributable to DMC Global Inc. for the six months ended June 30, 2026 was $5,558, compared to net income attributable to DMC Global Inc. of $793 for the same period in 2025, primarily due to the factors discussed above.
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.
Six months ended June 30,
2026 2025
Net (loss) income $ (4,793) $ 2,184
Interest expense, net 2,741 3,510
Income tax provision 3,157 4,152
Depreciation 7,303 7,367
Amortization of purchased intangible assets 8,713 9,526
EBITDA 17,121 26,739
Stock-based compensation 1,833 2,980
Strategic review and related expenses — 2,073
Restructuring expenses and asset impairments 805 1,474
Executive transition costs — 520
Other expense, net 30 564
Adjusted EBITDA 19,789 34,350
Less: adjusted EBITDA attributable to redeemable noncontrolling interest (5,221) (6,421)
Adjusted EBITDA attributable to DMC Global Inc. $ 14,568 $ 27,929
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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.
Six months ended June 30, 2026
Amount Per Share (1)
Net loss attributable to DMC Global Inc. (2) $ (5,558) $ (0.28)
Restructuring expenses and asset impairments, net of tax 588 0.03
As adjusted $ (4,970) $ (0.25)
(1) Calculated using diluted weighted average shares outstanding of 20,133,159.
(2) Net loss attributable to DMC Global Inc. prior to the adjustment of redeemable noncontrolling interest.
Six months ended June 30, 2025
Amount Per Share (1)
Net income attributable to DMC Global Inc. (2) $ 793 $ 0.04
Strategic review and related expenses, net of tax 2,073 0.10
Restructuring expenses and asset impairments, net of tax 1,257 0.06
Executive transition costs, net of tax 520 0.03
As adjusted $ 4,643 $ 0.23
(1) Calculated using diluted weighted average shares outstanding of 19,861,073.
(2) Net income attributable to DMC Global Inc. prior to the adjustment of redeemable noncontrolling interest.
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Business Segment Financial Information
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.
Arcadia Products
Three months ended June 30, 2026 compared with three months ended June 30, 2025
Three months ended June 30,
2026 2025 $ change % change
Net sales $ 67,419 $ 61,980 $ 5,439 9 %
Gross profit 18,664 16,250 2,414 15 %
Gross profit percentage 27.7 % 26.2 %
COSTS AND EXPENSES:
General and administrative expenses 6,205 6,489 (284) (4 %)
Selling and distribution expenses 4,410 4,290 120 3 %
Amortization of purchased intangible assets 4,357 4,763 (406) (9 %)
Restructuring expenses and asset impairments 47 192 (145) (76 %)
Operating income 3,645 516 3,129 606 %
Adjusted EBITDA 9,150 6,725 2,425 36 %
Less: adjusted EBITDA attributable to redeemable noncontrolling interest (3,660) (2,690) 970 36 %
Adjusted EBITDA attributable to DMC Global Inc. $ 5,490 $ 4,035 $ 1,455 36 %
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.
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.
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.
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.
Restructuring expenses and asset impairments of $47 and $192 for the three months ended June 30, 2026, and 2025, respectively, related to employee severance associated with headcount reductions.
Operating income was $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.
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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.
Three months ended June 30,
2026 2025
Operating income $ 3,645 $ 516
Adjustments:
Depreciation 1,023 1,016
Amortization of purchased intangible assets 4,357 4,763
Stock-based compensation 78 238
Restructuring expenses and asset impairments 47 192
Adjusted EBITDA 9,150 6,725
Less: adjusted EBITDA attributable to redeemable noncontrolling interest (3,660) (2,690)
Adjusted EBITDA attributable to DMC Global Inc. $ 5,490 $ 4,035
Six months ended June 30, 2026 compared with six months ended June 30, 2025
Six months ended June 30,
2026 2025 $ change % change
Net sales $ 124,125 $ 127,560 $ (3,435) (3 %)
Gross profit 32,329 36,611 (4,282) (12 %)
Gross profit percentage 26.0 % 28.7 %
COSTS AND EXPENSES:
General and administrative expenses 12,636 13,949 (1,313) (9 %)
Selling and distribution expenses 8,795 9,107 (312) (3 %)
Amortization of purchased intangible assets 8,713 9,526 (813) (9 %)
Restructuring expenses and asset impairments 542 517 25 5 %
Operating income 1,643 3,512 (1,869) (53 %)
Adjusted EBITDA 13,052 16,052 (3,000) (19 %)
Less: adjusted EBITDA attributable to redeemable noncontrolling interest (5,221) (6,421) (1,200) (19 %)
Adjusted EBITDA attributable to DMC Global Inc. $ 7,831 $ 9,631 $ (1,800) (19 %)
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.
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.
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.
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.
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.
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Restructuring expenses and asset impairments of $542 and $517 for the six months ended June 30, 2026, and 2025, respectively, related to employee severance associated with headcount reductions.
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.
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.
Six months ended June 30,
2026 2025
Operating income $ 1,643 $ 3,512
Adjustments:
Depreciation 2,052 2,022
Amortization of purchased intangible assets 8,713 9,526
Stock-based compensation 102 475
Restructuring expenses and asset impairments 542 517
Adjusted EBITDA 13,052 16,052
Less: adjusted EBITDA attributable to redeemable noncontrolling interest (5,221) (6,421)
Adjusted EBITDA attributable to DMC Global Inc. $ 7,831 $ 9,631
DynaEnergetics
Three months ended June 30, 2026 compared with three months ended June 30, 2025
Three months ended June 30,
2026 2025 $ change % change
Net sales $ 67,383 $ 66,862 $ 521 1 %
Gross profit 10,714 13,959 (3,245) (23 %)
Gross profit percentage 15.9 % 20.9 %
COSTS AND EXPENSES:
General and administrative expenses 2,619 3,028 (409) (14 %)
Selling and distribution expenses 4,101 3,774 327 9 %
Restructuring expenses and asset impairments 67 746 (679) (91 %)
Operating income 3,927 6,411 (2,484) (39 %)
Adjusted EBITDA $ 5,638 $ 8,979 $ (3,341) (37 %)
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.
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.
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.
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.
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Restructuring expenses and asset impairments of $67 for the three months ended June 30, 2026 related to employee severance associated with headcount reductions.
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.
Operating income was $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.
Adjusted EBITDA 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 Adjusted EBITDA. The following is a reconciliation of the most directly comparable GAAP measure to Adjusted EBITDA.
Three months ended June 30,
2026 2025
Operating income $ 3,927 $ 6,411
Adjustments:
Depreciation 1,644 1,822
Restructuring expenses and asset impairments 67 746
Adjusted EBITDA $ 5,638 $ 8,979
Six months ended June 30, 2026 compared with six months ended June 30, 2025
Six months ended June 30,
2026 2025 $ change % change
Net sales $ 126,930 $ 132,413 $ (5,483) (4 %)
Gross profit 18,219 26,770 (8,551) (32 %)
Gross profit percentage 14.4 % 20.2 %
COSTS AND EXPENSES:
General and administrative expenses 5,259 5,775 (516) (9 %)
Selling and distribution expenses 7,983 8,250 (267) (3 %)
Restructuring expenses and asset impairments 138 746 (608) (82 %)
Operating income 4,839 11,999 (7,160) (60 %)
Adjusted EBITDA $ 8,384 $ 16,358 $ (7,974) (49 %)
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.
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.
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.
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.
Restructuring expenses and asset impairments of $138 for the six months ended June 30, 2026 related to employee severance associated with headcount reductions.
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Restructuring expenses and asset impairments of $746 for the six 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.
Operating income was $4,839 for the six months ended June 30, 2026, compared with operating income of $11,999 in the same period in 2025, primarily due to lower gross profit.
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.
Six months ended June 30,
2026 2025
Operating income $ 4,839 $ 11,999
Adjustments:
Depreciation 3,407 3,613
Restructuring expenses and asset impairments 138 746
Adjusted EBITDA $ 8,384 $ 16,358
NobelClad
Three months ended June 30, 2026 compared with three months ended June 30, 2025
Three months ended June 30,
2026 2025 $ change % change
Net sales $ 22,151 $ 26,645 $ (4,494) (17 %)
Gross profit 5,010 6,593 (1,583) (24 %)
Gross profit percentage 22.6 % 24.7 %
COSTS AND EXPENSES:
General and administrative expenses 746 852 (106) (12 %)
Selling and distribution expenses 2,081 2,123 (42) (2 %)
Restructuring expenses and asset impairments — 211 (211) (100 %)
Operating income 2,183 3,407 (1,224) (36 %)
Adjusted EBITDA $ 3,032 $ 4,399 $ (1,367) (31 %)
Net sales decreased $4,494 for the three months ended June 30, 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.
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.
Restructuring expenses and asset impairments of $211 for the three months ended June 30, 2025 related to employee severance associated with headcount reductions.
Operating income was $2,183 for the three months ended June 30, 2026, compared with operating income of $3,407 in the same period in 2025, primarily due to lower net sales and corresponding gross profit.
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Adjusted EBITDA 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 Adjusted EBITDA. The following is a reconciliation of the most directly comparable GAAP measure to Adjusted EBITDA.
Three months ended June 30,
2026 2025
Operating income $ 2,183 $ 3,407
Adjustments:
Depreciation 849 781
Restructuring expenses and asset impairments — 211
Adjusted EBITDA $ 3,032 $ 4,399
Six months ended June 30, 2026 compared with six months ended June 30, 2025
Six months ended June 30,
2026 2025 $ change % change
Net sales $ 41,493 $ 54,804 $ (13,311) (24 %)
Gross profit 9,387 14,690 (5,303) (36 %)
Gross profit percentage 22.6 % 26.8 %
COSTS AND EXPENSES:
General and administrative expenses 1,914 2,043 (129) (6 %)
Selling and distribution expenses 4,238 4,407 (169) (4 %)
Restructuring expenses and asset impairments — 211 (211) (100 %)
Operating income 3,235 8,029 (4,794) (60 %)
Adjusted EBITDA $ 4,925 $ 9,815 $ (4,890) (50 %)
Net sales decreased $13,311 for the six months ended June 30, 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.
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.
Restructuring expenses and asset impairments of $211 for the six months ended June 30, 2025 related to employee severance associated with headcount reductions.
Operating income was $3,235 for the six months ended June 30, 2026, compared with operating income of $8,029 in the same period in 2025, primarily due to lower net sales and corresponding gross profit.
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.
Six months ended June 30,
2026 2025
Operating income $ 3,235 $ 8,029
Adjustments:
Depreciation 1,690 1,575
Restructuring expenses and asset impairments — 211
Adjusted EBITDA $ 4,925 $ 9,815
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Liquidity and Capital Resources
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.
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.
Debt facilities
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.
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%).
The credit facility includes various covenants and restrictions, certain of which relate to the payment of dividends or other distributions to stockholders; redemption of capital stock; incurring additional indebtedness; mortgaging, pledging or disposition of major assets; and maintenance of specified ratios. As of June 30, 2026, we were in compliance with all financial covenants and other provisions of our debt agreements.
The leverage ratio is defined in the credit facility as the ratio of Consolidated Funded Indebtedness (as defined in the credit facility) on the last day of any trailing four quarter period to Consolidated EBITDA (as defined in the credit facility) for such period. The maximum leverage ratio permitted by our credit facility is 3.0 to 1.0; 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.
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.
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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 the credit 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.
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.
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.
Redeemable noncontrolling interest
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.
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.
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.
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.
As of June 30, 2026, the value of the redeemable noncontrolling interest 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
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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.
Other contractual obligations and commitments
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.
Cash flows from operating activities
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.
Cash flows from investing activities
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.
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.
Cash flows from financing activities
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.
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.
Payment of Dividends
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.
Critical Accounting Estimates
Preparation of financial statements in conformity with generally accepted accounting principles in the United States requires that management make estimates, judgments and assumptions that affect the amounts reported for revenues, expenses, assets, liabilities, and other related disclosures. Our critical accounting estimates have not changed from those reported in Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
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