DMC Global Inc.: Form 10-Q for the period ended Sep 30, 2024

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, 2023.

Unless stated otherwise, all dollar figures are presented in thousands (000s).

Overview

General

DMC Global Inc. (“DMC”, "we", "us", "our", or the "Company") owns and operates Arcadia Products, DynaEnergetics and NobelClad, three innovative, asset-light manufacturing businesses that provide differentiated products and engineered solutions to niche segments of the construction, energy, industrial processing and transportation markets. Each of our businesses provides a unique suite of highly engineered products and differentiated solutions, and each has established a leadership position in its respective market. Our businesses seek to capitalize on their product and service differentiation to expand profit margins, increase cash flow and enhance shareholder value. Based in Broomfield, Colorado, DMC trades on Nasdaq under the symbol “BOOM.”

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 ultra-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 liquified natural gas (LNG) processing equipment. While most demand for our products is driven by maintenance and retrofit projects at existing plants and facilities, new projects for petrochemical processing, oil refining, and aluminum smelting facilities also account for a significant portion of total demand. These industries tend to be cyclical in nature and the timing of new order inflow remains difficult to predict. We use backlog, defined as all unfilled firm purchase orders and commitments at a point in time, to measure the immediate outlook for our NobelClad business. Most firm purchase orders and commitments are realized and shipped within twelve months. NobelClad's backlog was $59,028 at September 30, 2024 compared to $59,357 at December 31, 2023.

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 sales were $152,429 in the third quarter of 2024 versus $172,147 in the third quarter of 2023, a decrease of 11%. The decline in sales performance was driven by lower sales at all three business segments.
• Arcadia Products reported sales of $57,818 in the third quarter of 2024, representing a decrease of 19% compared with the third quarter of 2023. The decrease was primarily due to lower sales volumes in longer-cycle ultra-high-end residential markets. Additionally, weak construction activity and internal operational disruptions negatively impacted short-cycle commercial sales.
• DynaEnergetics’ sales of $69,679 in the third quarter of 2024 decreased 5% compared with the third quarter of 2023 primarily due to a decrease in pricing of DS perforating systems as a result of industry consolidation in the United States.
• NobelClad’s sales of $24,932 in the third quarter of 2024 decreased 10% compared with the third quarter of 2023 primarily due to timing of shipments out of backlog.
• Consolidated gross profit was 19.8% in the third quarter of 2024 versus 30.6% in the third quarter of 2023. The decline was primarily attributable to margin declines at DynaEnergetics and Arcadia Products, as well as lower absorption of fixed manufacturing overhead costs as a result of the decrease in consolidated sales.
• Consolidated selling, general and administrative (SG&A) expenses were $28,205 in the third quarter of 2024 compared with $28,713 in the third quarter of 2023. The year-over-year decrease is primarily attributable to a reduction in variable compensation costs as well as outside services costs.
• Cash and cash equivalents of $14,511 at September 30, 2024 decreased $29,148 from cash and cash equivalents and marketable securities of $43,659 at December 31, 2023. The decrease was primarily attributable to debt repayments made in conjunction with the Company’s amended credit agreement.
• The Company’s leverage ratio, calculated in accordance with its credit facility, was 1.18 to 1.0 as of September 30, 2024 in comparison to the maximum ratio permitted of 3.0 to 1.0. The Company’s adjusted leverage ratio, calculated using net debt as of September 30, 2024, was 0.96 to 1.0.

Outlook

Our Arcadia Products business reported third quarter results that were below our expectations, due primarily to weak activity in the high-end luxury home and commercial construction markets, as well as internal operational disruptions that negatively impacted Arcadia Products’ short-cycle commercial sales. Under the direction of a new lean manufacturing and supply chain expert who is serving as Arcadia Products’ interim president, we are focused on strengthening sourcing and supply chain functions; instituting stronger sales, inventory and operations planning processes; and more effectively leveraging the functionality and benefits of Arcadia Products’ enterprise resource planning system. Arcadia Products is also pursuing various organic growth initiatives, including expanding its full product suite (commercial exteriors, commercial interiors, and residential doors and windows) into all of its branch locations throughout the western and southwestern United States. Additionally, the Company is reviewing certain product lines that have not consistently met our profitability targets.

At DynaEnergetics, total third quarter well completions in the U.S. declined 6% versus the 2024 second quarter, and were down 13% versus last year’s third quarter, according to the U.S. Energy Information Administration. We believe U.S. well completion activity will remain soft during the fourth quarter of 2024 based on year-to-date declines in the number of active drilling rigs, well fracking crews and an anticipated extended frac holiday in the North American market. DynaEnergetics is in the process of implementing lower-cost product designs and various operational excellence initiatives, including automated assembly processes, that collectively are expected to partially offset persistent pricing pressure in North America’s well completions sector beginning in 2025.

NobelClad continues to experience strong demand for its Cylindra™ cryogenic transition joints for use in the processing of LNG, and recent enhancements to the Cylindra production process have reduced manufacturing lead times. In the second quarter, NobelClad was awarded its largest-ever clad-plate order, and currently is pursuing additional large order opportunities in the energy and petrochemical industries. NobelClad’s order backlog was $59,028 as of September 30, 2024, flat versus $59,357 as of December 31, 2023. NobelClad expects to ship most orders in its backlog within twelve months.

On January 29, 2024, we announced our Board of Directors 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 is no longer actively marketing DynaEnergetics and NobelClad. Given the challenges of the last several months for DMC, including macroeconomic factors such as weakness and volatility in the energy market and soft luxury home and commercial construction activity the Board believes prioritizing stability, simplification and internal improvement will better serve DMC’s stockholders than selling these market-leading businesses at the present time.

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 total cash, cash equivalents and marketable securities.
• Free-cash flow: defined as cash flows provided by (used in) operating activities less net acquisitions of property, plant and equipment.

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

Consolidated Results of Operations

Three months ended September 30, 2024 compared with three months ended September 30, 2023

Net sales were $152,429 for the three months ended September 30, 2024, or a decrease of 11% compared with the same period in 2023, due to lower sales at all three business segments. The decrease at Arcadia Products was primarily due to lower sales volumes in longer-cycle ultra-high-end residential and certain short-cycle commercial markets. DynaEnergetics’ lower sales were primarily due to a decrease in pricing of DS perforating systems as a result of industry consolidation in the United States. NobelClad’s sales decrease was primarily due to timing of shipments out of backlog.

Gross profit percentage was 19.8% versus 30.6% in the same period in 2023. The decline compared to prior year was primarily attributable to margin declines at DynaEnergetics and Arcadia Products, as well as lower absorption of fixed manufacturing overhead costs as a result of the decrease in consolidated sales.

General and administrative expenses decreased $1,910 for the three months ended September 30, 2024 compared with the same period in prior year primarily due to lower variable compensation costs of $1,415, lower outside services costs related to the ERP implementation at Arcadia Products of $382, and lower business related travel expense of $85.

Selling and distribution expenses increased $1,402 for the three months ended September 30, 2024 compared with the same period in 2023. The higher expense was driven by an increase in bad debt expense of $3,626 at DynaEnergetics and Arcadia Products. This increase was partially offset by lower compensation costs of $1,726, marketing consulting costs of $403, and business related travel expense of $78.

Amortization of purchased intangible assets decreased $389 for the three months ended September 30, 2024 compared to the same period in 2023 as the Arcadia Products customer relationship purchased intangible asset is amortized using an accelerated amortization method.

Goodwill impairment of $141,725 for the three months ended September 30, 2024 relates to full impairment of Arcadia Products’ goodwill due in part to recent financial performance not in accordance with expectations and downward revisions to the near-term forecast.

Strategic review expenses of $1,763 for the three months ended September 30, 2024 relate primarily to the review of strategic alternatives for DynaEnergetics and NobelClad. In connection with this process, strategic review expenses primarily included $1,045 in professional service fees and $709 in employee retention compensation, including $101 of stock-based compensation. On October 21, 2024, the Company announced that the Board is no longer actively marketing the DynaEnergetics and NobelClad segments.

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

Operating loss of $148,935 for the three months ended September 30, 2024 decreased compared to operating income of $17,702 in the same period in 2023. The current period operating loss was primarily attributable to the goodwill impairment charge as well as decreased financial performance at DynaEnergetics and Arcadia Products.

Other expense, net of $520 for the three months ended September 30, 2024 primarily related to net unrealized foreign currency exchange losses. Currency gains and losses can arise when subsidiaries enter into inter-company and third-party transactions that are denominated in currencies other than their functional currency, including foreign currency forward contracts used to offset foreign exchange rate fluctuations on certain foreign currency denominated asset and liability positions.

Income tax provision of $7,848 was recorded on loss before income taxes of $151,568 for the three months ended September 30, 2024. 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. The effective rate was also impacted unfavorably by the establishment of a valuation allowance against U.S. deferred tax assets, $3,900 of which was recorded discretely in the third quarter. Additionally, the effective rate was impacted unfavorably by the geographic mix of pretax income, state taxes, and certain compensation expenses that are not tax deductible in the U.S. The operating results of Arcadia Products that are attributable to the redeemable noncontrolling interest holder are not taxed at DMC, which resulted in a partially offsetting favorable impact to the effective tax rate. We recorded an income tax provision of $4,087 on income before income taxes of $15,612 for the three months ended September 30, 2023. The prior year rate was impacted by the same factors previously discussed.

Net (loss) income attributable to DMC Global Inc. for the three months ended September 30, 2024 was $(101,323), compared to $8,883 for the same period in 2023 primarily due to the factors discussed above.

Adjusted EBITDA decreased for the three months ended September 30, 2024 compared with the same period in 2023 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.

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Adjusted Net (Loss) Income and Adjusted Diluted Earnings per Share decreased for the three months ended September 30, 2024 compared with the same period in 2023 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.

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

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

(1) Calculated using diluted weighted average shares outstanding of 19,596,575

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

Nine months ended September 30, 2024 compared with nine months ended September 30, 2023

Net sales were $490,477 for the nine months ended September 30, 2024, a decrease of 10% compared with the same period in 2023, primarily due to lower Arcadia Products sales volumes in longer-cycle ultra-high-end residential and certain short-cycle commercial markets, and a decrease in pricing of DynaEnergetics’ DS perforating systems as a result of industry consolidation in the United States.

Gross profit percentage was 24.2% versus 30.6% in 2023. The decline compared to the prior year was primarily attributable to lower customer pricing at DynaEnergetics as well as lower absorption of fixed manufacturing overhead costs as a result of the decrease in net sales.

General and administrative expenses decreased $14,333 for the nine months ended September 30, 2024 compared with the same period in 2023. 2023 included nonrecurring CEO transition expenses and related accelerated stock-based compensation of $7,383, and patent infringement litigation costs at DynaEnergetics of $3,610. The remaining year-over-year decrease was primarily attributable to lower variable compensation costs of $1,477, internal leadership and sales meeting expense of $1,176 and outside service costs, primarily related to Arcadia Products and NobelClad ERP implementations, of $710.

Selling and distribution expenses increased $600 for the nine months ended September 30, 2024 compared with the same period in 2023. The higher expense was driven by an increase in bad debt expense of $4,838 at DynaEnergetics and Arcadia Products. This increase was partially offset by lower marketing consulting costs of $1,166, compensation costs of $2,578, and business related travel of $185.

Amortization of purchased intangible assets decreased $1,124 for the nine months ended September 30, 2024 compared to the same period in 2023 as the Arcadia Products customer relationship purchased intangible asset is amortized using an accelerated amortization method.

Goodwill impairment of $141,725 for the nine months ended September 30, 2024 relates to full impairment of Arcadia Products’ goodwill due in part to recent financial performance not in accordance with expectations and downward revisions to the near-term forecast.

Strategic review expenses of $5,952 for the nine months ended September 30, 2024 relate primarily to the review of strategic alternatives for DynaEnergetics and NobelClad. In connection with this process, strategic review expenses primarily included $3,189 in professional service fees and $2,060 in employee retention compensation, including $279 of stock-based compensation. On October 21, 2024, the Company announced that the Board is no longer actively marketing the DynaEnergetics and NobelClad segments.

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

Operating loss of $130,562 for the nine months ended September 30, 2024 compared to operating income of $51,919 in the same period last year. The current period operating loss is primarily attributable to the goodwill impairment charge as well as decreased financial performance at DynaEnergetics and Arcadia Products.

Other expense, net of $1,213 for the nine months ended September 30, 2024 primarily related to net realized foreign currency exchange losses. Currency gains and losses can arise when subsidiaries enter into inter-company and third-party transactions that are denominated in currencies other than their functional currency, including foreign currency forward contracts used to offset foreign exchange rate fluctuations on certain foreign currency denominated asset and liability positions.

Income tax provision of $12,283 was recorded on loss before income taxes of $138,521 for the nine months ended September 30, 2024. 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. The effective rate was also impacted unfavorably by the establishment of a valuation allowance against U.S. deferred tax assets, $3,900 of which was recorded discretely in the third quarter. Additionally, the effective rate was impacted unfavorably by the geographic mix of pretax income, state taxes, and certain compensation expenses that are not tax deductible in the U.S. The operating results of Arcadia Products that are attributable to the redeemable noncontrolling interest holder are not taxed at DMC, which resulted in a partially offsetting favorable impact to the effective tax rate. We recorded an income tax provision of $13,187 on income before income taxes of $44,377 for the nine months ended September 30, 2023. The prior year rate was impacted by the same factors previously discussed.

Net (loss) income attributable to DMC Global Inc. for the nine months ended September 30, 2024 was $(94,748), compared to $23,495 for the same period in 2023 primarily due to the factors discussed above.

Adjusted EBITDA decreased for the nine months ended September 30, 2024 compared with the same period in 2023 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.

Adjusted Net (Loss) Income and Adjusted Diluted Earnings per Share decreased for the nine months ended September 30, 2024 compared with the same period in 2023 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.

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

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

(1) Calculated using diluted weighted average shares outstanding of 19,540,978

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

Business Segment Financial Information

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

Arcadia Products

Three months ended September 30, 2024 compared with three months ended September 30, 2023

Net sales decreased $13,637 for the three months ended September 30, 2024 compared to the same period in 2023 primarily due to lower sales volumes in longer-cycle ultra-high-end residential markets. Additionally, weak construction activity and internal operational disruptions negatively impacted short-cycle commercial sales.

Gross profit percentage decreased to 23.5% for the three months ended September 30, 2024 compared to the same period in 2023 primarily due to lower absorption of fixed manufacturing overhead costs as a result of the decrease in net sales as mentioned above.

Amortization of purchased intangible assets decreased $374 for the three months ended September 30, 2024 compared to the same period in 2023 as the customer relationship purchased intangible asset is amortized using an accelerated amortization method.

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

Goodwill impairment of $141,725 for the three months ended September 30, 2024 relates to full impairment of Arcadia Products’ goodwill due in part to recent financial performance not in accordance with expectations and downward revisions to the near-term forecast.

Operating loss of $145,122 for the three months ended September 30, 2024 decreased compared to operating income of $6,476 in the same period in 2023 due to the goodwill impairment charge and decline in gross profit.

Adjusted EBITDA decreased for the three months ended September 30, 2024 compared with the same period in 2023 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.

Nine months ended September 30, 2024 compared with nine months ended September 30, 2023

Net sales decreased $41,460 for the nine months ended September 30, 2024 compared to the same period in 2023 primarily due to lower sales volumes in longer-cycle ultra-high-end residential markets. Additionally, weak construction activity and internal operational disruptions negatively impacted short-cycle commercial sales for portions of 2024.

Gross profit percentage decreased to 28.3% for the nine months ended September 30, 2024 primarily due to lower absorption of fixed manufacturing overhead costs as a result of the decrease in net sales as mentioned above.

General and administrative expenses were lower by $832 for the nine months ended September 30, 2024 compared to the same period in 2023 due to decreases in outside services costs primarily attributable to the implementation of a new ERP system.

Selling and distribution expenses decreased $927 for the nine months ended September 30, 2024 compared to the same period in 2023 due to lower compensation costs of $919.

Amortization of purchased intangible assets decreased $1,123 for the nine months ended September 30, 2024 compared to the same period in 2023 as the customer relationship purchased intangible asset is amortized using an accelerated amortization method.

Restructuring expenses and asset impairments of $527 for the nine months ended September 30, 2024 relate to employee severance associated with headcount reductions.

Operating loss of $139,991 for the nine months ended September 30, 2024 decreased compared to operating income of $19,189 in the same period in 2023 due to the goodwill impairment charge and decline in gross profit.

Adjusted EBITDA decreased for the nine months ended September 30, 2024 compared with the same period in 2023 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.

DynaEnergetics

Three months ended September 30, 2024 compared with three months ended September 30, 2023

Net sales decreased $3,319 for the three months ended September 30, 2024 compared to the same period in 2023 primarily due to a decrease in pricing of DS perforating systems as a result of industry consolidation in the United States.

Gross profit percentage decreased to 12.0% for the three months ended September 30, 2024 due to lower customer pricing, an inventory charge of $1,500, and lower absorption of fixed manufacturing overhead costs as a result of the decrease in net sales.

General and administrative expenses were lower by $796 for the three months ended September 30, 2024 compared to the same period in 2023 driven by a decrease in compensation costs of $354 and patent infringement litigation costs of $171. The remaining decrease is primarily attributable to a reduction in other outside services of $210.

Selling and distribution expenses were higher by $1,672 for the three months ended September 30, 2024 compared to the same period in 2023 primarily due to an increase in bad debt expense of $3,237, partially offset by a decrease in compensation costs of $1,020, marketing consulting costs of $403 and business related travel expense of $112.

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

Operating loss of $3,049 for the three months ended September 30, 2024 decreased compared to operating income of $10,871 in the same period in 2023 due primarily to the decline in gross profit and increase in bad debt expense.

Adjusted EBITDA decreased for the three months ended September 30, 2024 compared with the same period in 2023 due to the factors discussed above, including the inventory charge of $1,500 and increase in bad debt expense of $3,237. 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.

Nine months ended September 30, 2024 compared with nine months ended September 30, 2023

Net sales decreased $15,709 for the nine months ended September 30, 2024 compared to the same period in 2023 primarily due to a decrease in pricing of DS perforating systems as a result of industry consolidation in the United States.

Gross profit percentage decreased to 18.1% for the nine months ended September 30, 2024 compared to 29.4% in the same period in 2023 due to lower customer pricing as well as lower absorption of fixed manufacturing overhead costs as a result of the decrease in net sales.

General and administrative expenses decreased $4,668 for the nine months ended September 30, 2024 compared to the same period in 2023 primarily due to lower patent infringement litigation costs of $3,372 and compensation costs of $1,131.

Selling and distribution expenses were higher by $1,652 for the nine months ended September 30, 2024 compared to the same period in 2023 primarily due to an increase in bad debt expense of $4,266, partially offset by a decrease in compensation costs of $1,451 and marketing consulting costs of $1,166.

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

Operating income decreased $28,927 for the nine months ended September 30, 2024 compared to the same period in 2023 due primarily to the decline in gross profit and increase in bad debt expense.

Adjusted EBITDA decreased for the nine months ended September 30, 2024 compared to the same period in 2023 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.

NobelClad

Three months ended September 30, 2024 compared with three months ended September 30, 2023

Net sales decreased $2,762 for the three months ended September 30, 2024 compared to the same period in 2023 primarily due to the timing of shipments out of backlog.

Selling and distribution expenses were lower by $341 for the three months ended September 30, 2024 compared to the same period in 2023 due primarily to decreases in compensation costs of $261 and bad debt recoveries of $41.

Operating income decreased $263 for the three months ended September 30, 2024 compared to the same period in 2023 due primarily to the decline in gross profit.

Adjusted EBITDA decreased for the three months ended September 30, 2024 compared with the same period in 2023 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.

Nine months ended September 30, 2024 compared with nine months ended September 30, 2023

Net sales increased $2,494 for the nine months ended September 30, 2024 compared to the same period in 2023 due primarily to higher activity in core energy and petrochemical end markets, including increased Cylindra™ cryogenic transition joints and pressure vessel plate shipments.

Gross profit percentage increased to 32.7% for the nine months ended September 30, 2024 due to a more favorable project and regional mix, as well as the impact of higher sales on fixed manufacturing overhead expenses.

General and administrative expenses increased $229 for the nine months ended September 30, 2024 compared to the same period in 2023 primarily due to higher compensation costs of $118 and outside services costs of $116.

Selling and distribution expenses decreased $208 for the nine months ended September 30, 2024 compared to the same period in 2023 primarily due to lower compensation costs of $230 and bad debt recoveries of $41, partially offset by an increase in outside services costs of $70.

Operating income increased $2,441 for the nine months ended September 30, 2024 compared to the same period in 2023 due primarily to higher gross profit.

Adjusted EBITDA increased for the nine months ended September 30, 2024 compared to the same period in 2023 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.

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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 $59,704 at September 30, 2024 compared to $72,192 at December 31, 2023. The decrease in net debt during 2024 was due primarily to a reduction in outstanding debt attributable to repayments made on the revolving loan subsequent to the credit agreement amendment executed in February 2024, along with required principal payments on the term loan.

We believe that cash and cash equivalents on hand, cash flow from operations, funds available under our current credit facilities and any future replacement thereof will be sufficient to fund the working capital, required minimum debt service payments, and other capital expenditure requirements of our current business operations for the foreseeable future. We may also execute capital markets transactions, including at-the-market offering programs, to raise additional funds if we believe market conditions are favorable, but there can be no assurance that any future capital will be available on acceptable terms or at all. Nevertheless, our ability to generate sufficient cash flows from operations will depend upon our success in executing our strategies. If we are unable to (i) realize sales from our backlog; (ii) secure new customer orders; (iii) continue selling products at profitable margins; and (iv) continue to implement cost-effective internal processes, our ability to meet cash requirements through operating activities could be impacted. Furthermore, any restriction on the availability of borrowings under our credit facilities could negatively affect our ability to meet future cash requirements. We will continue to monitor financial market conditions, including the related impact on credit availability and capital markets.

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 provides for certain changes to the credit facility, including an increase in the maximum commitment amount from $200,000 to $300,000. The credit facility allows for revolving loans of up to $200,000, a $50,000 term loan facility, and a $50,000 delayed draw term loan facility that can be accessed by the Company at its discretion until February 6, 2026. The $50,000 term loan facility is amortizable at $625 per quarter beginning on June 30, 2024 through March 31, 2026. Quarterly term loan amortization increases to $938 on June 30, 2026 through March 31, 2028, and increases to $1,250 from June 30, 2028 through December 31, 2028. A balloon payment for the outstanding term loan balance is due upon the credit facility maturity date of February 6, 2029. The credit facility retains a $100,000 accordion feature to increase the commitments under the revolving loan and/or by adding one or more term loans subject to approval by the applicable lenders. The credit facility is secured by certain assets of DMC including accounts receivable, inventory, and fixed assets, including Arcadia Products and its subsidiary, as well as guarantees and share pledges by DMC and its subsidiaries.

Borrowings under the $200,000 revolving loan limit and $50,000 Term Loan can be in the form of Adjusted Daily Simple Secured Overnight Financing Rate ("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.

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. The actual leverage ratio as of September 30, 2024, calculated in accordance with the amended credit facility, was 1.18 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 September 30, 2024 was 2.91 to 1.0.

We also maintain a line of credit with a German bank for certain European operations. This line of credit provides a borrowing capacity of €7,000 on which no amounts were outstanding as of September 30, 2024.

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”). Similarly, the minority interest holder of Arcadia Products has the right to sell its remaining interest in Arcadia Products to the Company on or after December 23, 2024 (“Put Option”). Both the Call Option and Put Option enable the respective holder to exercise their rights based upon a predefined calculation as included within the Operating Agreement, subject to a floor value also as defined within the Operating Agreement which is based primarily upon a contractually stated equity value.

As of September 30, 2024, the settlement amount of the redeemable noncontrolling interest is $187,080 and is equal to the floor value as defined within the Operating Agreement. Upon settlement, consideration paid will be net of the $24,902 promissory note outstanding due from the redeemable noncontrolling interest holder. Refer to Note 2 within Item 1 for further information related to the valuation of the redeemable noncontrolling interest and promissory note outstanding.

Other contractual obligations and commitments

Our debt balance, net of deferred debt issuance costs, decreased to $74,215 at September 30, 2024 from $115,851 at December 31, 2023 for the reasons discussed above. Our other contractual obligations and commitments have not materially changed since December 31, 2023.

Cash flows provided by operating activities

Net cash provided by operating activities of $34,785 for the nine months ended September 30, 2024 decreased compared to $42,748 in the same period last year driven primarily by lower net income attributable to a decline in financial performance at DynaEnergetics and Arcadia Products.

Cash flows provided by (used in) investing activities

Net cash provided by investing activities for the nine months ended September 30, 2024 of $1,525 was attributable to proceeds from sales and maturities of marketable securities of $12,619, partially offset by the acquisition of property, plant and equipment of $11,600. Net cash used in investing activities for the nine months ended September 30, 2023 of $14,971 related to the acquisition of property, plant and equipment and investments in marketable securities.

Cash flows used in financing activities

Net cash flows used in financing activities for the nine months ended September 30, 2024 of $53,424 included net credit facility repayments of $41,500. Additional cash flows used in financing activities included distributions to the redeemable noncontrolling interest holder of $8,321, payment of debt issuance costs of $2,735 and treasury stock purchases of $1,000.

Net cash flows used in financing activities for the nine months ended September 30, 2023 of $26,211 primarily included quarterly principal payments and a prepayment on our term loan of $13,750, distributions to the redeemable noncontrolling interest holder of $10,345, and treasury stock purchases of $2,328.

Payment of Dividends

Any determination to pay cash dividends is at the discretion of the Board of Directors. On April 23, 2020, DMC announced that its Board of Directors suspended the quarterly dividend indefinitely. Future dividends may be affected by, among other items, our views on potential future capital requirements, future business prospects, debt covenant compliance considerations, changes in income tax laws, and any other factors that our Board of Directors deems relevant.

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, asset, 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, 2023, except as provided below.

Goodwill

Goodwill represents the amount by which the purchase price exceeds the fair value of identifiable tangible and intangible assets and liabilities acquired in a business combination. Goodwill acquired in a business combination and determined to have an indefinite useful life is not amortized, but instead is tested for impairment at least annually during the fourth quarter or whenever events or changes in circumstances indicate that the carrying value might not be fully recoverable. For goodwill, impairment is assessed at the reporting unit level. A reporting unit is defined as an operating segment or a component of an operating segment to the extent discrete financial information is available that is reviewed by segment management. The Company's reporting units are each of the three operating segments disclosed in Note 11 of the Condensed Consolidated Financial Statements.

To test goodwill for impairment, we first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. For the qualitative assessment, we consider macroeconomic and market conditions, cost factors, financial performance and other relevant entity-specific events. If we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying value during the qualitative assessment, then we quantitatively estimate the fair value of the reporting unit and compare the estimated fair value to its carrying value. Based on the results of the quantitative assessment, if the carrying value exceeds the fair value of the reporting unit, an impairment loss is recognized for the difference.

In connection with the preparation of its quarterly financial statements during the third quarter of 2024, the Company assessed changes in circumstances that occurred during the quarter to determine whether it was more likely than not that the fair value of its Arcadia Products reporting unit was below its carrying amount. While there was no single determinative event or factor, potential triggering events during the third quarter of 2024, including recent financial performance not in accordance with expectations and downward revisions to the near-term forecast, led the Company to conclude that when considering the events and factors in totality, it was more likely than not that the fair value of the Arcadia Products reporting unit was below its carrying value at September 30, 2024. As such, a quantitative goodwill impairment test was performed. The Company utilized the market approach to estimate the fair value of the Arcadia Products reporting unit, but also considered the income approach to validate the results. The market approach includes observable inputs of fair value, including but not limited to non-binding offers received from third-parties and comparative market multiples. The income approach estimates the fair value by discounting the reporting unit’s estimated future cash flows using an estimated discount rate, or expected return, that a marketplace participant would have required as of the valuation date.

Based on the results of our quantitative goodwill impairment test, we recorded a $141,725 impairment charge to goodwill during the three and nine months ended September 30, 2024.

There were no material changes in market risk for changes in foreign currency exchange rates and interest rates from the information provided in Item 7A – Quantitative and Qualitative Disclosures About Market Risk in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

Our Coolspring property is subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (The “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During the quarter ended September 30, 2024, we had no such specified health and safety violations, orders or citations, related assessments or legal actions, mining-related fatalities, or similar events in relation to our United States operations requiring disclosure pursuant to Section 1503(a) of the Dodd-Frank Act.

There have been no significant changes in the risk factors identified as being attendant to our business in our Annual Report on Form 10-K for the year ended December 31, 2023, except as provided below.

Our business could be negatively affected as a result of actions of activist stockholders or others.

We may be subject to actions or proposals from stockholders or others that may not align with our business strategies or the interests of our other stockholders. Responding to such actions can be costly and time-consuming, disrupt our business and operations, and divert the attention of our Board, management, and employees from the pursuit of our business strategies. Such activities could interfere with our ability to execute our strategic plan. Activist stockholders or others may create perceived uncertainties as to the future direction of our business or strategy which may be exploited by our competitors and may make it more difficult to attract and retain qualified personnel and potential customers, and may affect our relationships with current customers, vendors, investors, and other third parties. In addition, a proxy contest for the election of directors at our annual meeting would require us to incur significant legal fees and proxy solicitation expenses and require significant time and attention by management and our Board. Our stock price could also be subject to significant fluctuations or otherwise be adversely affected by the events, risks and uncertainties of any stockholder activism.

Our stockholder protection rights agreement includes terms and conditions that could discourage a takeover or other transaction that stockholders may consider favorable.

On June 5, 2024, the Company entered into the Rights Agreement, pursuant to which the Board declared a dividend of one Right for each share of our common stock outstanding at the close of business on June 17, 2024. One Right will also be issued together with each share of common stock issued by the Company after that date, but before the Separation Time (as defined in the Rights Agreement). Each Right initially represents the right to purchase one one-thousandth of a share of Series B Participating Preferred Stock for $75.00, subject to adjustment and upon such terms and subject to the conditions set forth in the Rights Agreement. Rights will generally become exercisable only if any person (or any persons acting as a group) acquires “Beneficial Ownership” (as defined in the Rights Agreement) of 10%, or 20% in the case of certain passive investors, or more of our outstanding common stock. If Rights become exercisable, all holders of Rights (other than the person, entity or group triggering the Rights Agreement, whose rights will become void and will not be exercisable) will have the right to purchase from the Company for $75.00, subject to certain potential adjustments, shares of our common stock having a market value of twice that amount. The Rights Agreement expires on June 4, 2025, unless earlier terminated or the Rights are redeemed or exchanged by the Board. Additional information regarding the Rights Agreement is contained in the Current Report on Form 8-K filed with the SEC on June 6, 2024.

The Rights Agreement will cause substantial dilution to any person or group that acquires “Beneficial Ownership” (as defined in the Rights Agreement) of 10%, or 20% in the case of certain passive investors, or more of the Company’s outstanding common stock. As a result, the overall effect of the Rights Agreement and the issuance of the Rights may be to discourage any person, entity or group from gaining a control or control-like position in the Company or engaging in other tactics, potentially disadvantaging the interests of the Company’s stockholders, without negotiating with the Board and without paying an appropriate control premium to all stockholders. The Rights Agreement is similar to plans adopted by other public companies, and it is intended to protect stockholders’ interests, including by providing the Board sufficient time to make informed judgments and take actions that are in the best interests of the Company and its stockholders. Nevertheless, the Rights Agreement may be considered to have certain anti-takeover effects, including potentially discouraging a third party from attempting to obtain a substantial position in our common stock or seeking to obtain control of the Company and discouraging a takeover attempt that stockholders may consider favorable or that could result in a premium over the market price of our common stock. Even in the absence of a takeover attempt, the Rights Agreement may adversely affect the prevailing market price of our common stock if it is viewed as discouraging takeover attempts in the future.