93 added · 84 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.
Newly disclosed
Risks Related to Acquisitions • We have incurred debt to finance the acquisition of 60% of Arcadia Products and may incur additional substantial financial obligations in connection with the acquisition of the remaining 40% of Arcadia Products. • DMC is the majority shareholder of Arcadia Products, and our interest in Arcadia Products is subject to the risks normally associated with the conduct of businesses with a minority shareholder. • To the extent that we seek to further expand our business through acquisitions, we may experience issues in executing acquisitions or integrating acquired operations. 14 Table of Contents Risk Factors Related to Our Common Stock • The price and trading volume of our common stock has been and may continue to be volatile, which may make it difficult for investors to resell the common stock at attractive timing or pricing. • Our business could be negatively affected as a result of actions of activist stockholders or others. • Our stockholder protection rights agreement includes terms and conditions that could discourage a takeover or other transaction that stockholders may consider favorable. • Future sales of our common stock in the public market or the issuance of equity securities, including in connection with an exercise of the Put Option, could dilute our existing stockholders and adversely affect the trading price of our common stock and our ability to raise funds in future equity offerings.
R&D costs were $4,226, $4,415, and $5,610 for the years ended December 31, 2025, 2024, and 2023, respectively. 6 Table of Contents NobelClad Explosion-welded cladding technology is a method for welding metals that cannot be joined using conventional welding processes, such as titanium-steel, aluminum-steel, and aluminum-copper.
(Dollars in Thousands) For the years ended December 31, 2025 2024 2023 United States $ 492,433 $ 521,152 $ 597,324 Canada 21,694 32,443 30,992 Germany 18,500 10,150 5,713 United Arab Emirates 6,091 3,788 9,227 Kuwait 4,837 5,945 4,980 Oman 4,566 7,554 7,949 Indonesia 4,292 2,687 2,622 South Korea 4,281 850 4,562 Egypt 3,919 3,409 2,340 China 3,886 4,689 6,438 Saudi Arabia 3,393 5,316 4,252 Ukraine 3,304 3,975 2,332 Belgium 3,166 637 2,009 Turkmenistan 2,978 8 1,454 France 2,827 2,734 3,035 Netherlands 2,577 3,384 2,146 Pakistan 2,100 2,435 953 India 2,013 7,370 2,486 Algeria 1,935 1,929 1,429 Bahrain 1,864 2,892 1,277 Turkey 1,860 1,820 1,258 Sweden 1,819 673 2,014 Iraq 1,475 510 6,034 Australia 1,466 1,386 1,866 Thailand 1,391 1,153 580 South Africa 1,099 1,317 1,154 Romania 1,085 1,178 1,121 Malaysia 1,054 839 372 Rest of the world 7,935 10,628 11,269 Net sales $ 609,840 $ 642,851 $ 719,188 12 Table of Contents Company Information We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
DetaClad™ : Our explosion clad plates and cylinders, available in 260 compatible and non-compatible metal combinations, are used in a range of industries as the basis for constructing pressure vessels, towers and crystallizers. 8 Table of Contents Tube Sheets : Our clad tube sheets are made from corrosion-resistant alloys, making them ideal for applications ranging from refrigeration chillers on fishing boats to air conditioners for use in food and pharmaceutical manufacturing.
As of December 31, 2025, we employed approximately 1,500 employees, of which 1,300 employees are located inside the U.S. and 200 are located internationally.
Our year-end backlog was $62.6 million, $48.9 million, and $59.4 million at the end of fiscal years 2025, 2024, and 2023, respectively.
In October 2024, the Company announced that the Board was no longer actively marketing the DynaEnergetics and NobelClad segments.
Arcadia The Arcadia product offering consists of designed, engineered, fabricated and finished aluminum framing systems, windows, curtain walls, storefronts, entrance systems, and other architectural components for use in the commercial exteriors 1 Table of Contents market.
These products allow architects to create distinctive looks for buildings such as office towers, airports, hotels, education and athletic facilities, health care facilities, government buildings, retail centers, mixed use and multi-family residential buildings, and industrial and manufacturing centers.
The nature and extent of these warranties depend upon the product, the market and, in some cases, the customer being served. 2 Table of Contents Suppliers and Raw Materials Materials used in the Arcadia and Wilson Partitions commercial product lines include both finished and unfinished aluminum extrusions, paint and hardware.
Recently, however, persistently high interest rates, generally lower construction activity in core regional markets, and higher raw material and labor costs have created a competitive bidding environment which has impacted Arcadia Products’ ability to fully pass through higher input costs.
There is a great deal of competition in the North American commercial window, storefront and partition manufacturing industry, and the Arcadia and Wilson Partition product lines compete against several national, regional and local manufacturers, as well as regional paint and anodizing finishing companies.
No longer disclosed
Risks Related to Acquisitions • We have incurred debt to finance the acquisition of 60% of Arcadia Products and may incur additional substantial financial obligations in connection with the acquisition of the remaining 40% of Arcadia Products. 17 Table of Contents • DMC is the majority shareholder of Arcadia Products, and our interest in Arcadia Products is subject to the risks normally associated with the conduct of businesses with a minority shareholder. • To the extent that we seek to further expand our business through acquisitions, we may experience issues in executing acquisitions or integrating acquired operations.
On October 16, 2024, David Aldous resigned as a director and as Chairman, and the Board appointed director James O’Leary as Executive Chairman (which the Board has determined to be an executive officer), while director Ouma Sananikone was named Lead Independent Director.
In November 2024, Michael Kuta retired as the Company’s President and Chief Executive Officer and as a member of the Board, and the Board appointed James O’Leary as the Company’s Interim President and Chief Executive Officer, in addition to his role as Executive Chairman, effective as of November 29, 2024.
On October 21, 2024, the Company announced that the Board was no longer actively marketing the DynaEnergetics and NobelClad segments. 12 Table of Contents Human Capital DMC empowers its people and organizations by institutionalizing entrepreneurship and celebrating ingenuity.
As of December 31, 2024, we had approximately 1,600 employees, of which approximately 1,360 employees are located inside the U.S., the majority of whom are engaged in manufacturing operations, with the remainder primarily in sales, marketing and administrative functions.
The following table presents our net sales based on the geographic location to where we shipped the product, regardless of the country of the actual end user. 14 Table of Contents (Dollars in Thousands) For the years ended December 31, 2024 2023 2022 United States $ 521,152 $ 597,324 $ 549,370 Canada 32,443 30,992 26,766 Germany 10,150 5,713 5,151 Oman 7,554 7,949 3,188 India 7,370 2,486 8,249 Kuwait 5,945 4,980 1,801 Saudi Arabia 5,316 4,252 2,416 China 4,689 6,438 3,902 Ukraine 3,975 2,332 — United Arab Emirates 3,788 9,227 5,107 Egypt 3,409 2,340 5,780 Netherlands 3,384 2,146 3,041 France 2,734 3,035 2,101 Indonesia 2,687 2,622 2,085 Turkey 1,820 1,258 4,602 Italy 1,584 2,110 1,816 Australia 1,386 1,866 1,816 South Africa 1,317 1,154 1,970 South Korea 850 4,562 3,242 Norway 738 1,292 1,854 Sweden 673 2,014 3,746 Belgium 637 2,009 603 Iraq 510 6,034 3,574 Rest of the world 18,740 15,053 11,906 Net sales $ 642,851 $ 719,188 $ 654,086 Company Information We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
While the ERP changeover led to a brief operational slowdown early in the third quarter of 2023, the system is expected to enhance operating efficiencies and the internal control environment throughout Arcadia Products by streamlining data sources, simplifying complex processes, and reducing manual processes.
At our Arcadia Products business, James Chilcoff stepped down as President on October 8, 2024, and Christopher Scocos served as interim President until James Schladen returned to Arcadia as its President on February 3, 2025.
On October 21, 2024, we announced that the Board was no longer actively marketing DynaEnergetics and NobelClad. 2 Table of Contents During 2024, we had several leadership changes across the Company and the Board.
In 2024, DynaEnergetics successfully completed the commercial launch of DS NLine 2.0, a passive oriented system, and DS Gravity 2.0, a self-orientating system.
DetaClad™ : Our explosion clad plates and cylinders, available in 260 compatible and non-compatible metal combinations, are the basis of the world’s pressure vessels, towers and crystallizers used in many industries.
On January 29, 2024, we announced our Board of Directors (the "Board") had initiated a review of strategic alternatives for DynaEnergetics and NobelClad.