Financial Performance - Revenue for the third quarter of 2025 reached $634 million, a 1% sequential increase and a 5% year-over-year increase[14, 15] - GAAP net income attributable to DNOW Inc was $25 million, with a GAAP diluted EPS of $0.23[16, 17] - Non-GAAP net income attributable to DNOW Inc, excluding other costs, was $28 million, with a non-GAAP diluted EPS of $0.26[18, 19] - EBITDA was $51 million, representing 80% of revenue, consistent sequentially[20, 21] - Gross margins were 229%, up year-over-year and compared to full-year 2024[22, 23] - Free cash flow generation of $39 million in the third quarter of 2025[58] Capital Allocation and Liquidity - The company has $629 million in total liquidity[25, 51] - Working capital, excluding cash, represented 156% of revenue[23] - A new $160 million share repurchase program was authorized in January 2025, with $27 million repurchased YTD as of September 30, 2025, currently paused due to the MRC Global merger[30] Strategic Initiatives - Announced MRC Global merger agreement to increase scale and scope across diverse industries and global markets[31, 56] - Closed Natron International acquisition in April 2025[31] Segment Results (Year-over-Year) - United States revenue increased to $527 million, a 9% increase[40] - Canada revenue decreased to $53 million, an 18% decrease[40] - International revenue decreased to $54 million, an 8% decrease[40] Outlook - Expect full-year 2025 EBITDA approaching 8% of revenue[62] - Reaffirm full-year 2025 free cash flow expected to approach $150 million[62]

Financial Data and Key Metrics Changes - The company reported total revenue of $628 million for the second quarter, up 5% from the previous quarter and twice the midpoint of the sequential guidance provided in May [11][25] - EBITDA for the quarter was $51 million, marking an 11% sequential increase and representing the best second quarter EBITDA results in the company's public history [10][25] - Gross margins remained resilient at 22.9%, consistent with expectations and better than the full year 2024 average [11][27] - Free cash flow for the quarter was $41 million, with a cash balance of $232 million and no debt [13][14][30] Business Line Data and Key Metrics Changes - U.S. revenue totaled $528 million, an increase of $54 million or 11% sequentially, driven by midstream strength [17][26] - The midstream business grew to approximately 27% of total revenue, more than doubling its contribution over the past six quarters [12] - Canadian revenue was $48 million, down $14 million primarily due to seasonal impacts [20][26] - International revenue was $52 million, down 17% sequentially, in line with guidance due to non-repeating project activity [21][27] Market Data and Key Metrics Changes - U.S. midstream project investments drove strong sequential revenue gains, while upstream production remained disciplined with limited project backlogs [12][18] - The company noted a projected 2% increase in produced water volumes and a 13% increase in produced water recycling volumes for 2025, indicating growth opportunities in water management solutions [20] - The acquisition of Natron International expanded the company's electrical products opportunities in Singapore and the Asia Pacific region [21] Company Strategy and Development Direction - The company is focused on integrating with MRC Global to enhance service offerings and capture growth opportunities in alternative energy, AI infrastructure, and other industrial markets [14][15] - The strategic combination aims to realize $70 million in annual cost synergies within three years post-closing [15] - The company plans to balance organic and inorganic growth while pursuing potential bolt-on acquisitions [23][24] Management's Comments on Operating Environment and Future Outlook - Management acknowledged macroeconomic headwinds but emphasized solid execution and customer focus as key to success [8][10] - The outlook for the third quarter anticipates relatively flat revenue compared to the second quarter, with expectations of low single-digit percentage growth for the full year [34][36] - Management reaffirmed a target of $150 million in free cash flow for 2025 [36] Other Important Information - The company has a strong balance sheet with zero debt and total liquidity of $582 million [30] - The effective tax rate for the quarter was 21.9%, favorably impacted by tax benefits associated with stock awards [29] Q&A Session Summary Question: What are the most difficult parts of the integration likely to be? - Management emphasized focusing on customer needs and aligning teams early in the integration process to ensure a smooth transition [44] Question: Is it safe to assume the year is heading towards the top half of the current guidance? - Management indicated a bias towards the top end of the guidance but acknowledged potential budget exhaustion in the fourth quarter [46][48] Question: Are there opportunities to drive synergies with vendors and customers? - Management stated that while estimating synergies is ongoing, the focus remains on growth rather than immediate cost reductions [52] Question: Do you expect increased visibility in future earnings power with less exposure to upstream? - Management confirmed that diversification is a key opportunity, allowing for growth in both upstream and other markets [54] Question: How do you think about the impact from tariffs in the back half of the year? - Management noted that while tariffs have increased product costs, most sales growth has come from volume rather than price increases [67] Question: Were there specific factors that drove the outperformance in EBITDA? - Management attributed the improved EBITDA performance primarily to growth in the midstream sector [79]

Financial Performance - Q2 2025 - Revenue for Q2 2025 was $798 million, a 12% increase compared to Q1 2025[18] - Net income was $13 million, representing 1.6% of sales[18] - Adjusted EBITDA was $54 million, or 6.8% of sales[18] - Gross profit reached $151 million, which is 18.9% of sales[18] - Adjusted gross profit was $172 million, or 21.6% of sales[18] Segment Performance - Q2 2025 - PTI sector surged by 26%[18] - Gas Utilities sector rose by 10%[18] - DIET sector increased by 1%[18] - U S segment grew by 11%[18] - International segment improved by 16%[18] Balance Sheet & Cash Flow - Net debt leverage ratio stood at 2.2x[19] - Liquidity was $574 million, including $75 million in cash[19] - $46 million was used in operating cash during Q2, primarily due to inventory purchases and higher receivables[14] Merger with DNOW - A combination with DNOW was announced on June 26, 2025[11] - The combined pro forma revenue on a TTM (Trailing Twelve Months) basis is $53 billion[18] - Estimated annual cost synergies of $70 million are expected within 3 years of closing[18] - The anticipated closing is in Q4 2025[18]

Financial Performance - DNOW Inc achieved revenue of $628 million in Q2 2025, a 5% sequential increase[14,15] - GAAP net income attributable to DNOW Inc was $25 million, with a diluted EPS of $0.23[17] - Non-GAAP net income attributable to DNOW Inc, excluding other costs, was $29 million, with a diluted EPS of $0.27[18,19] - EBITDA reached $51 million, representing 8.1% of revenue[20,21] - Gross margins were 22.9%, showing an increase year-over-year and compared to full-year 2024[21] Capital Allocation and Liquidity - $19 million in shares were repurchased during Q2 2025, with $27 million repurchased year-to-date, as part of a newly authorized $160 million share repurchase program[22,23,30] - The company maintains a strong balance sheet with $582 million in total liquidity and no debt[25] Segment Performance - United States revenue increased to $528 million, a 3% increase compared to Q2 2024[37,40] - Canada revenue decreased to $48 million, a 14% decrease compared to Q2 2024[38,40] - International revenue decreased to $52 million, a 20% decrease compared to Q2 2024[39,40] Strategic Initiatives - DNOW Inc announced a merger agreement with MRC Global, expected to increase scale and scope across diverse industries and global markets[31,57,60] - The company closed the Natron International acquisition in April 2025[31] Outlook - DNOW Inc expects Q3 2025 revenue to increase in the low single-digits percentage range sequentially and EBITDA approaching 8% of revenue[63] - The company reaffirms its full-year 2025 revenue outlook to be flat-to-up in the high single-digit percentage range compared to 2024, with EBITDA approaching 8% of revenue and free cash flow targeted at $150 million[63]

Summary of DNOW and MRC Global Merger Conference Call Industry and Companies Involved - **Industry**: Energy and Industrial Solutions - **Companies**: DNOW (DistributionNOW) and MRC Global Core Points and Arguments 1. **Merger Announcement**: DNOW and MRC Global announced a transformational merger aimed at creating a premier energy and industrial solutions provider, enhancing long-term sustainable growth and shareholder value [4][5][6] 2. **Transaction Structure**: The merger is an all-stock transaction with an enterprise value of approximately $3 billion. MRC Global shareholders will receive 0.9489 shares of DNOW common stock for each share of MRC Global common stock [7][8] 3. **Ownership Post-Merger**: Upon closing, DNOW and MRC Global shareholders will own approximately 56.5% and 43.5% of the combined company, respectively [7] 4. **Expected Synergies**: The merger is projected to generate annual run rate pretax synergies of $70 million within three years, primarily from operational efficiencies and cost reductions [7][23] 5. **Financial Strength**: The combined company is expected to have revenues of approximately $5.3 billion and a strong balance sheet, with a net cash position anticipated by the end of the first year post-close [13][25] 6. **Geographic and Product Expansion**: The merger will enhance geographic reach and product offerings, allowing the combined entity to serve customers across more than 350 service and distribution locations globally [14][15] 7. **Customer-Centric Approach**: Both companies emphasize a customer-first mindset, aiming to leverage their combined strengths to better serve existing customers and attract new ones [29][30] 8. **Focus on Growth**: The primary focus post-merger will be on organic growth through cross-selling opportunities, with no specific revenue synergy targets established yet [47][48] Additional Important Content 1. **Regulatory Approval**: The companies do not anticipate significant regulatory issues, believing the merger will enhance customer choice and service capabilities [49] 2. **Integration Strategy**: The integration will focus on consolidating duplicate systems and optimizing the distribution network, although immediate priorities will be on revenue growth and talent retention [51][60] 3. **Capital Allocation**: Post-merger capital deployment will prioritize organic growth, followed by inorganic growth through M&A, and maintaining a share repurchase program [58] 4. **Cultural Alignment**: Both companies share a commitment to innovation and operational excellence, which will be foundational in the integration process [29][30] This summary encapsulates the key points discussed during the conference call regarding the merger between DNOW and MRC Global, highlighting the strategic rationale, expected benefits, and future focus areas for the combined entity.

Financial Data and Key Metrics Changes - Revenue increased by 7% sequentially to $712 million, with growth in each end market sector led by gas utilities [10][26] - Adjusted gross profit margins were strong at 21.5%, above the target of 21% [11][29] - Adjusted EBITDA was $36 million, or 5.1% of sales, an improvement over the previous quarter [12][30] - Operating cash flow from continuing operations was $21 million, reflecting strong working capital management [12][31] - Net income from continuing operations was $8 million, or $0.09 per diluted share, compared to a net loss in the previous quarter [30] Business Line Data and Key Metrics Changes - Gas utilities revenue was $273 million, an 8% increase driven by normalized buying patterns and increased capital budgets [27] - Diet sector revenue was $220 million, a 6% increase due to chemical project deliveries and mining activity [27] - PTI sector revenue was $219 million, an 8% increase driven by midstream customer projects [27] Market Data and Key Metrics Changes - U.S. revenue was $591 million, a 9% increase, with all end market sectors improving [28] - International revenue was $121 million, down 1% due to timing of project deliveries [28] Company Strategy and Development Direction - The company is optimistic about growth in the gas utilities sector, which is experiencing a resurgence with a 26% increase in backlog [9][14] - A $125 million share repurchase program has been initiated, reflecting confidence in financial strength [9][10] - The capital allocation strategy focuses on maintaining a healthy balance sheet, targeting a net debt leverage ratio of 1.5 times or lower, and investing in growth opportunities [10][38] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving strong sequential revenue improvement in the second quarter, supported by a growing backlog [9][24] - There are concerns about macroeconomic uncertainties impacting the second half of 2025, but no significant changes in customer behavior have been observed [25][32] - The gas utilities sector is expected to be resilient due to limited exposure to tariffs and low commodity prices [33][34] Other Important Information - The company is focused on navigating tariff impacts and supply chain challenges, with over 60% of U.S. product sales sourced domestically [16][17] - The company is targeting operating cash flow of at least $100 million for 2025, with capital expenditures expected to be elevated due to ERP implementation [36][38] Q&A Session Summary Question: How is inflation tracking in the business today? - The tariff situation is dynamic, with significant impacts on steel and aluminum products, particularly from China [44][45] Question: Did inventory step up in the first quarter? - The company strategically increased inventory in anticipation of tariffs and to prepare for the year [49][50] Question: What are the growth opportunities in gas utilities? - The gas utilities business has returned to growth, with opportunities to increase market share and wallet share through new services [52][54] Question: What is the outlook for the diet sector? - The diet sector backlog increased by 16%, primarily driven by refining and chemical projects [68][70] Question: What is the growth outlook for the PTI business internationally? - The company projects growth in the PTI space internationally, particularly in the North Sea and Europe [88] Question: How is the company positioned regarding upstream customers amid lower oil prices? - While lower oil prices may impact activity, the customer base is resilient, and no significant budget reductions are anticipated [77][78]

Financial Data and Key Metrics Changes - Revenue increased by 7% sequentially to $712 million, with growth in each end market sector led by gas utilities [9][25] - Adjusted gross profit margins were strong at 21.5%, above the target of 21% [10][29] - Adjusted EBITDA was $36 million, or 5.1% of sales, an improvement from the previous quarter [11][30] - Net income from continuing operations was $8 million, or $0.09 per diluted share, compared to a net loss in the previous quarter [30] Business Line Data and Key Metrics Changes - Gas utilities revenue was $273 million, an 8% increase driven by normalized buying patterns and increased capital budgets [26] - Diet sector revenue was $220 million, a 6% increase due to chemical project deliveries and mining activity [26] - PTI sector revenue was $219 million, an 8% increase attributed to U.S. midstream customer projects [26] Market Data and Key Metrics Changes - U.S. revenue was $591 million, a 9% increase, with all end market sectors improving [27] - International revenue was $121 million, down 1% due to reduced diet sector revenue [28] - The outlook for the international segment remains positive, expecting solid revenue growth for the fourth consecutive year [28] Company Strategy and Development Direction - The company is optimistic about the gas utilities business, forecasting strong demand growth and a significant backlog increase [12][34] - A $125 million share repurchase program has been initiated, reflecting confidence in financial strength [8][39] - The capital allocation strategy focuses on maintaining a healthy balance sheet, returning cash to shareholders, and investing in growth opportunities [9][41] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving strong sequential revenue improvement in the second quarter, despite macroeconomic uncertainties [23][24] - The gas utilities sector is expected to be resilient, with a backlog increase of 26% year-to-date [34] - The company is monitoring macroeconomic conditions closely, particularly regarding tariffs and oil prices, but has not seen significant changes in customer behavior [32][80] Other Important Information - The company generated $21 million of operating cash flow from continuing operations, reflecting strong working capital management [11][31] - Capital expenditures for the first quarter were $9 million, above historical averages due to ERP implementation [30][38] - The company targets operating cash flow of at least $100 million for 2025 [37] Q&A Session Summary Question: How is inflation tracking in the business today? - The tariff situation is dynamic, with significant impacts on steel and aluminum products, particularly from China [48][49] Question: Did inventory step up in the first quarter? - The company strategically increased inventory in anticipation of tariffs and to prepare for the year [53][54] Question: Any updates on opportunities in gas utilities? - The gas utilities business has returned to growth, with opportunities to increase market share and wallet share [55][56] Question: What is the outlook for the diet sector? - The diet sector backlog increased by 16%, primarily in refining and chemical spaces, with growth in mining initiatives [70][72] Question: How is the PTI business performing internationally? - The company projects growth in the PTI space internationally, particularly in the North Sea and Europe [88][89] Question: What is the impact of lower oil prices on upstream customers? - Lower oil prices may impact activity, but the customer base is resilient and not indicating significant budget reductions [80][81]