The following discussion should be read in conjunction with our historical consolidated financial statements and notes, as well as the selected historical consolidated financial data that is included in our Annual Report filed on Form 10-K for the year ended December 31, 2020.

Unless stated otherwise, all currency amounts are presented in thousands of U.S. dollars (000s).



Overview

General

DMC Global Inc. ("DMC") operates two technical product and process business segments serving the energy, industrial and infrastructure markets. These segments, DynaEnergetics and NobelClad, operate globally through an international network of manufacturing, distribution and sales facilities.

Our diversified segments each provide a suite of unique technical products to niche sectors of the global energy, industrial and infrastructure markets, and each has established a strong or leading position in the markets in which it participates. With an underlying focus on generating free cash flow, our objective is to sustain and grow the market share of our businesses through increased market penetration, development of new applications, and research and development of new and adjacent products that can be sold across our global network of sales and distribution facilities. We routinely explore acquisitions of related businesses that could strengthen or add to our existing product portfolios, or expand our geographic footprint and market presence. We also seek acquisition opportunities outside our current markets that would complement our existing businesses and enable us to build a stronger and more diverse company. DynaEnergetics

DynaEnergetics designs, manufactures and distributes products utilized by the global oil and gas industry principally for the perforation of oil and gas wells. These products are sold to oilfield service companies in the U.S., Europe, Canada, Africa, the Middle East, and Asia. DynaEnergetics also sells directly to end-users. The market for perforating products, which are used during the well completion process, generally corresponds with oil and gas exploration and production activity. Exploration activity over the last several years has led to increasingly complex well completion operations, which in turn has increased the demand for high quality and technically advanced perforating products.

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, freight in, depreciation of manufacturing facilities and equipment, manufacturing 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. While a significant portion of the demand for our clad metal products is driven by maintenance and retrofit projects at existing chemical processing, petrochemical processing, oil refining, and aluminum smelting facilities, new plant construction and large plant expansion projects also account for a significant portion of total demand. These industries tend to be cyclical in nature and timing of new order inflow remains difficult to predict. We use backlog as a primary means to measure the immediate outlook for our NobelClad business. We define "backlog" at any given point in time as all firm, unfulfilled purchase orders and commitments at that time. Most firm purchase orders and commitments are realized, and we expect to fill most backlog orders within the following 12 months. NobelClad's backlog increased to $45,134 at June 30, 2021 from $39,884 at December 31, 2020.

Cost of products sold for NobelClad includes the cost of metals and alloys used to manufacture clad metal plates, the cost of explosives, employee compensation and benefits, freight in, outside processing costs, depreciation of manufacturing facilities and equipment, manufacturing supplies and other manufacturing overhead expenses.




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Factors Affecting Results

•Consolidated sales of $65,438 increased 18% versus the first quarter of 2021 primarily due to higher shipments out of backlog at NobelClad and the continued recovery in DynaEnergetics' upstream oil and gas markets. Consolidated sales increased 51% versus the second quarter of 2020, in which energy demand, North American drilling and well completions activity and sales at DynaEnergetics was severely impacted by the COVID-19 pandemic.

•DynaEnergetics sales of $42,268 in the second quarter of 2021 increased 11% compared with the first quarter of 2021 due to improved oil and gas demand, which led to higher North American drilling and well completions, and increased demand for DynaEnergetics' DS perforating systems. In addition, DynaEnergetics international sales volume improved sequentially. Sales increased 79% compared with the second quarter of 2020, which was severely impacted by the COVID-19 pandemic.

•NobelClad's sales of $23,170 in the second quarter of 2021 increased 33% compared to the first quarter of 2021 and increased 18% compared with the second quarter of 2020 reflecting increased shipments of projects out of backlog which included shipments that were pushed into the second quarter due to widespread logistical bottlenecks and shipping delays in the first quarter of 2021.

•Consolidated gross profit was 26% in the second quarter of 2021 versus 23% in the first quarter of 2021 and 15% in the second quarter of 2020. The improvement from last year primarily relates to DynaEnergetics due to the impact of higher sales volume on fixed expenses and nonrecurring excess capacity charges that were recorded in 2020. In addition, the improvement from last year in NobelClad partly relates to improved project mix. Consolidated gross profit in the first and second quarter of 2021 also benefited from the receipt of $846 and $1,488, respectively, related to the Employee Retention Credit ("ERC") under the Coronavirus Aid, Relief, and Economic Security Act, as amended ("CARES Act"). In the first quarter of 2021, under provisions of legislation enacted in December 2020 the Company became eligible for the ERC under the CARES Act. As a result of the new legislation, the Company was able to claim a refundable tax credit equal to 70% of the qualified wages they paid to employees during the first and second quarters of 2021, limited to $10 per employee per quarter. Thus, the maximum ERC amount available to the Company was $7 per employee during the first and second quarters of 2021.

•Consolidated selling, general and administrative expenses were $14,015 in the second quarter of 2021 compared with $12,195 in the second quarter of 2020. The increase primarily was due to higher litigation expenses related to patent enforcement actions against companies we believe infringe DynaEnergetics' patents, restoration of variable compensation, and resumption of business-related travel. These increases were partially offset by a $765 CARES Act benefit.

•Restructuring expenses and asset impairments of $2,046 in the second quarter of 2020 primarily related to impairments of manufacturing assets at DynaEnergetics and costs associated with the sale of DynaEnergetics' Tyumen, Siberia manufacturing facility.

•Cash and marketable securities of $181,294 increased $127,371 from $53,923 at December 31, 2020. The increase primarily relates to proceeds from our registered public equity offering in May 2021 and under our ongoing at-the-market equity offering program ("ATM equity program").

Outlook

Improving economic conditions led to increased activity in several of our end markets during the second quarter of 2021. Rising energy prices drove improved demand for DynaEnergetics' DS well perforating systems. We expect the demand recovery to continue in our primary upstream oil and gas end markets in the second half of 2021. However, despite increased well completion activity in North America, pricing pressure for products and services persists, and is delaying the margin recovery of our industry. During the recent market instability, a number of machine shops have taken advantage of extreme price sensitivity by commercializing undifferentiated and lower quality pre-wired carrier assemblies. These businesses are being supported and supplied by some of our industry's large energetics manufacturers, which have not yet fully transitioned to their own integrated systems.

We believe many of the pre-wired carriers in the market incorporate features that violate DynaEnergetics patents, and we are taking aggressive legal action against the companies that make these products. DynaEnergetics has made significant investments in technologies and products that have improved the safety, efficiency and performance of its customers' well


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completions, and have enhanced the effectiveness and profitability of the industry as a whole. Our patent strategy is designed to protect these investments and provide transparency so others can innovate without violating our intellectual property. These lawsuits have increased our general and administrative expenses in the first six months of 2021, and we expect these costs to be ongoing throughout the remainder of 2021 and into 2022.

NobelClad was awarded an $8,800 order during the second quarter of 2021 for titanium clad plates that will be used to fabricate specialized equipment for a large purified terephthalic acid (PTA) plant. The plant was engineered in Europe, will be built in Southwest Asia and will include titanium-clad equipment fabricated in China. The clad plates, which will be used to fabricate pressure vessels and heat exchangers, will be manufactured at NobelClad's production facility in Mt. Braddock, Pennsylvania, and are scheduled to ship in this year's third and fourth quarters. This large order will help offset a pandemic-related downturn in NobelClad's base repair and maintenance business, which tends to lag the cycles of the broader economy. In addition, NobelClad continues to pursue several large orders in a broad range of industrial end markets.

In the third quarter of 2021, NobelClad introduced DetaPipe™, a high-performance clad-pipe solution for the chemical and metal-processing markets. This product offering is expected to provide customers with a better-performing, cost-effective alternative to solid zirconium or titanium pipe in their high-pressure, high temperature processing environments.

We are in a period of rising material and labor costs at both DynaEnergetics and NobelClad; both of which could also be impacted by supply-chain bottlenecks and availability of direct labor. In March 2021, provisions of legislation modified and extended the ERC under the CARES Act through December 31, 2021 for eligible companies. Under this extension, we will be able to claim the refundable tax credit for the quarter ended September 30, 2021, but at this time there is no guarantee that we will be able to claim the credit for the quarter ended December 31, 2021. These factors could negatively impact our net sales, gross profit margin, or operating income in future quarters.

From time to time, we also may continue to use our ATM equity program, which commenced in October 2020, to raise additional capital efficiently and responsibly. We did not sell shares under our ATM equity program during the second quarter of 2021. During the first quarter of 2021, we sold 397,820 shares of common stock at a weighted average price per share of $64.47 through our ATM equity program and received net proceeds of $25,262. Use of Non-GAAP Financial Measures

Adjusted EBITDA is a non-GAAP (generally accepted accounting principles) measure that we believe provides an important indicator of our ongoing operating performance and that we use in operational and financial decision-making. We define EBITDA as net income or loss plus or minus net interest, taxes, depreciation and amortization. Adjusted EBITDA excludes from EBITDA stock-based compensation, restructuring and impairment charges and, when appropriate, other items that management does not utilize in assessing DMC's operating performance (as further described in the tables below). As a result, internal management reports used during monthly operating reviews feature Adjusted EBITDA and certain management incentive awards are based, in part, on the amount of Adjusted EBITDA achieved during the year.

Adjusted operating income (loss) is defined as operating income (loss) plus restructuring and impairment charges and, when appropriate, other items that management does not utilize in assessing DMC's operating performance.

Adjusted net income (loss) is defined as net income (loss) plus restructuring and impairment charges and, when appropriate, other items that management does not utilize in assessing DMC's operating performance. Adjusted diluted earnings per share is defined as diluted earnings per share plus restructuring and impairment charges and, when appropriate, other items that management does not utilize in assessing DMC's operating performance.

Adjusted operating income (loss), adjusted net income (loss), and adjusted diluted earnings per share are presented because management believes these measures are useful to understand the effects of restructuring and impairment charges on DMC's operating income (loss), net income (loss) and diluted earnings per share, respectively.

Net cash is a non-GAAP measure we use to supplement information in our Consolidated Financial Statements. We define net cash as total cash, cash equivalents and marketable securities less total debt. In addition to conventional measures prepared in accordance with GAAP, the Company uses this information to evaluate its performance, and we believe that certain investors may do the same.

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


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financial measures are limited in their usefulness. Because 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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