DNOW Reports Fourth Quarter and Full-Year 2025 Results
Earnings Conference Call
1 (888) 660-6431 (within
1 (929) 203-2118 (outside of
Access Code: 7372055
Webcast: ir.dnow.com
Completed Merger with
-
On
November 6, 2025 ,DNOW completed its acquisition ofMRC Global in an all-stock transaction -
Annual merger cost synergies are ahead of plan, with first-year savings now projected at
$23 million , or 35% above target, while maintaining our$70 million three-year synergy commitment
Full-Year 2025 Highlights
-
Revenue was
$2,820 million -
Gross profit was
$478 million , or 17.0% of revenue, and adjusted gross profit was$651 million , or 23.1% of revenue -
Net loss attributable to
DNOW Inc. was$89 million , or$(0.76) per diluted share, primarily due to transaction charges, and adjusted net income attributable toDNOW Inc. was$104 million , or$0.86 per diluted share -
Adjusted EBITDA was
$209 million , or 7.4% of revenue -
Cash provided by operating activities was
$155 million -
Repurchased
$37 million of common stock -
Cash and cash equivalents was
$164 million and long-term debt was$411 million atDecember 31, 2025 with total liquidity of approximately$588 million
Fourth Quarter 2025 Highlights
-
Revenue was
$959 million -
Gross profit was
$68 million , or 7.1% of revenue, and adjusted gross profit was$217 million , or 22.6% of revenue -
Net loss attributable to
DNOW Inc. was$147 million , or$(0.95) per diluted share, primarily due to transaction charges, and adjusted net income attributable toDNOW Inc. was$23 million , or$0.15 per diluted share -
Adjusted EBITDA was
$61 million , or 6.4% of revenue -
Cash provided by operating activities was
$83 million -
Repurchased
$10 million of common stock
The merger with
As we move into 2026, we have taken targeted actions to address persistent challenges related to the
I am humbled to represent the talented women and men of
Prior to the earnings conference call a presentation titled “DNOW Fourth Quarter and Full-Year 2025 Earnings Presentation” will be available on the Company’s Investor Relations website.
About
Statements made in this press release that are forward-looking in nature are intended to be "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934 and may involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to documents filed by
|
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In millions, except share and per share data) |
||||||||
|
|
|
|
|
|||||
|
|
|
2025 |
|
|
2024 |
|
||
|
ASSETS |
|
|
|
|
||||
|
Current assets: |
|
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
164 |
|
|
$ |
256 |
|
|
Receivables, net |
|
|
874 |
|
|
|
388 |
|
|
Inventories, net |
|
|
1,192 |
|
|
|
352 |
|
|
Prepaid and other current assets |
|
|
48 |
|
|
|
32 |
|
|
Total current assets |
|
|
2,278 |
|
|
|
1,028 |
|
|
Property, plant and equipment, net |
|
|
264 |
|
|
|
157 |
|
|
Operating right-of-use assets |
|
|
160 |
|
|
|
40 |
|
|
Deferred income taxes |
|
|
11 |
|
|
|
93 |
|
|
|
|
|
617 |
|
|
|
230 |
|
|
Intangibles, net |
|
|
565 |
|
|
|
65 |
|
|
Other assets |
|
|
29 |
|
|
|
8 |
|
|
Total assets |
|
$ |
3,924 |
|
|
$ |
1,621 |
|
|
|
|
|
|
|
|
|
||
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
||||
|
Current liabilities: |
|
|
|
|
|
|
||
|
Accounts payable |
|
$ |
653 |
|
|
$ |
300 |
|
|
Accrued liabilities |
|
|
300 |
|
|
|
130 |
|
|
Other current liabilities |
|
|
21 |
|
|
|
12 |
|
|
Total current liabilities |
|
|
974 |
|
|
|
442 |
|
|
Long-term debt |
|
|
411 |
|
|
|
— |
|
|
Long-term operating lease liabilities |
|
|
129 |
|
|
|
29 |
|
|
Deferred income taxes |
|
|
99 |
|
|
|
— |
|
|
Other long-term liabilities |
|
|
73 |
|
|
|
22 |
|
|
Total liabilities |
|
|
1,686 |
|
|
|
493 |
|
|
Commitments and contingencies |
|
|
|
|
|
|
||
|
Stockholders' equity: |
|
|
|
|
|
|
||
|
Common stock - par value |
|
|
2 |
|
|
|
1 |
|
|
Additional paid-in capital |
|
|
3,193 |
|
|
|
2,023 |
|
|
Accumulated deficit |
|
|
(836 |
) |
|
|
(747 |
) |
|
Accumulated other comprehensive loss |
|
|
(126 |
) |
|
|
(153 |
) |
|
|
|
|
2,233 |
|
|
|
1,124 |
|
|
Noncontrolling interest |
|
|
5 |
|
|
|
4 |
|
|
Total stockholders' equity |
|
|
2,238 |
|
|
|
1,128 |
|
|
Total liabilities and stockholders' equity |
|
$ |
3,924 |
|
|
$ |
1,621 |
|
|
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (In millions, except per share data)
|
|||||||||||||||||||
|
|
|||||||||||||||||||
|
|
Three Months Ended |
|
|
Year Ended |
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2025 |
|
|
2024 |
|
|||||
|
Revenue |
$ |
959 |
|
|
$ |
571 |
|
|
$ |
634 |
|
|
$ |
2,820 |
|
|
$ |
2,373 |
|
|
Cost of products |
|
891 |
|
|
|
438 |
|
|
|
491 |
|
|
|
2,342 |
|
|
|
1,842 |
|
|
Gross profit |
|
68 |
|
|
|
133 |
|
|
|
143 |
|
|
|
478 |
|
|
|
531 |
|
|
Selling, general and administrative expenses |
|
226 |
|
|
|
103 |
|
|
|
112 |
|
|
|
559 |
|
|
|
416 |
|
|
Impairment and other charges |
|
12 |
|
|
|
1 |
|
|
|
— |
|
|
|
12 |
|
|
|
6 |
|
|
Operating (loss) profit |
|
(170 |
) |
|
|
29 |
|
|
|
31 |
|
|
|
(93 |
) |
|
|
109 |
|
|
Other (expense) income |
|
(6 |
) |
|
|
1 |
|
|
|
(1 |
) |
|
|
(7 |
) |
|
|
1 |
|
|
(Loss) income before income taxes |
|
(176 |
) |
|
|
30 |
|
|
|
30 |
|
|
|
(100 |
) |
|
|
110 |
|
|
Income tax (benefit) provision |
|
(29 |
) |
|
|
7 |
|
|
|
7 |
|
|
|
(12 |
) |
|
|
31 |
|
|
Net (loss) income |
|
(147 |
) |
|
|
23 |
|
|
|
23 |
|
|
|
(88 |
) |
|
|
79 |
|
|
Net income attributable to noncontrolling interest |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
1 |
|
|
Net (loss) income attributable to |
$ |
(147 |
) |
|
$ |
23 |
|
|
$ |
23 |
|
|
$ |
(89 |
) |
|
$ |
78 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
(Loss) earnings per share attributable to |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Basic |
$ |
(0.95 |
) |
|
$ |
0.22 |
|
|
$ |
0.21 |
|
|
$ |
(0.76 |
) |
|
$ |
0.72 |
|
|
Diluted |
$ |
(0.95 |
) |
|
$ |
0.21 |
|
|
$ |
0.21 |
|
|
$ |
(0.76 |
) |
|
$ |
0.71 |
|
|
Weighted-average common shares outstanding, basic |
|
155 |
|
|
|
106 |
|
|
|
105 |
|
|
|
118 |
|
|
|
106 |
|
|
Weighted-average common shares outstanding, diluted |
|
155 |
|
|
|
107 |
|
|
|
106 |
|
|
|
118 |
|
|
|
107 |
|
|
SUPPLEMENTAL INFORMATION
(In millions) |
|||||||||||||||||||
|
|
Three Months Ended |
|
|
Year Ended |
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2025 |
|
|
2024 |
|
|||||
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
$ |
765 |
|
|
$ |
451 |
|
|
$ |
527 |
|
|
$ |
2,294 |
|
|
$ |
1,880 |
|
|
|
|
51 |
|
|
|
66 |
|
|
|
53 |
|
|
|
214 |
|
|
|
253 |
|
|
International |
|
143 |
|
|
|
54 |
|
|
|
54 |
|
|
|
312 |
|
|
|
240 |
|
|
Total revenue |
$ |
959 |
|
|
$ |
571 |
|
|
$ |
634 |
|
|
$ |
2,820 |
|
|
$ |
2,373 |
|
In an effort to provide investors with additional information regarding our results as determined by GAAP, we disclose various non-GAAP financial measures in our quarterly earnings press releases and other public disclosures. The non-GAAP financial measures include: (i) adjusted gross profit, (ii) adjusted gross profit as a percentage of revenue, (iii) adjusted earnings before interest, taxes, depreciation and amortization and excluding other costs (Adjusted EBITDA), (iv) Adjusted EBITDA as a percentage of revenue, (v) adjusted net (loss) income attributable to
|
GROSS PROFIT TO ADJUSTED GROSS PROFIT RECONCILIATION (UNAUDITED) (In millions) |
||||||||||||||||||||||||||||||||
|
|
Three Months Ended |
|
|
Year Ended |
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
2025 |
|
As a % of revenue |
|
2024 |
|
As a % of revenue |
|
|
2025 |
|
As a % of revenue |
|
|
2025 |
|
As a % of revenue |
|
2024 |
|
As a % of revenue |
|
||||||||||
|
Gross profit, as reported |
$ |
68 |
|
7.1 |
% |
$ |
133 |
|
23.3 |
% |
|
$ |
143 |
|
22.6 |
% |
|
$ |
478 |
|
17.0 |
% |
$ |
531 |
|
22.4 |
% |
|||||
|
Amortization of intangibles |
|
5 |
|
|
|
|
2 |
|
|
|
|
|
2 |
|
|
|
|
|
11 |
|
|
|
|
7 |
|
|
|
|||||
|
Increase in LIFO reserve |
|
9 |
|
|
|
|
— |
|
|
|
|
|
2 |
|
|
|
|
|
27 |
|
|
|
|
4 |
|
|
|
|||||
|
Inventory-related transaction charges |
|
135 |
|
|
|
|
1 |
|
|
|
|
|
— |
|
|
|
|
|
135 |
|
|
|
|
7 |
|
|
|
|||||
|
Adjusted Gross Profit |
$ |
217 |
|
22.6 |
% |
$ |
136 |
|
23.8 |
% |
|
$ |
147 |
|
23.2 |
% |
|
$ |
651 |
|
23.1 |
% |
$ |
549 |
|
23.1 |
% |
|||||
|
NET (LOSS) INCOME ATTRIBUTABLE TO DNOW INC. TO ADJUSTED EBITDA RECONCILIATION (UNAUDITED) (In millions) |
||||||||||||||||||||||||||||||||
|
|
Three Months Ended |
|
|
Year Ended |
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
2025 |
|
As a % of revenue |
|
2024 (1) |
|
As a % of revenue |
|
|
2025 (1) |
|
As a % of revenue |
|
|
2025 |
|
As a % of revenue |
|
2024 (1) |
|
As a % of revenue |
|
||||||||||
|
Net (loss) income attributable to |
$ |
(147 |
) |
(15.3 |
)% |
$ |
23 |
|
4.0 |
% |
|
$ |
23 |
|
3.6 |
% |
|
$ |
(89 |
) |
(3.2 |
)% |
$ |
78 |
|
3.3 |
% |
|||||
|
Net income attributable to noncontrolling interest |
|
— |
|
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
1 |
|
|
|
|
1 |
|
|
|
|||||
|
Interest expense (income), net |
|
4 |
|
|
|
|
(2 |
) |
|
|
|
|
— |
|
|
|
|
|
2 |
|
|
|
|
(6 |
) |
|
|
|||||
|
Income tax (benefit) provision |
|
(29 |
) |
|
|
|
7 |
|
|
|
|
|
7 |
|
|
|
|
|
(12 |
) |
|
|
|
31 |
|
|
|
|||||
|
Depreciation and amortization |
|
20 |
|
|
|
|
10 |
|
|
|
|
|
11 |
|
|
|
|
|
52 |
|
|
|
|
34 |
|
|
|
|||||
|
Increase in LIFO reserve |
|
9 |
|
|
|
|
— |
|
|
|
|
|
2 |
|
|
|
|
|
27 |
|
|
|
|
4 |
|
|
|
|||||
|
Stock-based compensation (2) |
|
4 |
|
|
|
|
4 |
|
|
|
|
|
4 |
|
|
|
|
|
15 |
|
|
|
|
13 |
|
|
|
|||||
|
Transaction-related charges (3) |
|
51 |
|
|
|
|
2 |
|
|
|
|
|
4 |
|
|
|
|
|
62 |
|
|
|
|
6 |
|
|
|
|||||
|
Impairment and other charges (4) |
|
12 |
|
|
|
|
1 |
|
|
|
|
|
— |
|
|
|
|
|
12 |
|
|
|
|
6 |
|
|
|
|||||
|
Inventory-related transaction charges (5) |
|
135 |
|
|
|
|
1 |
|
|
|
|
|
— |
|
|
|
|
|
135 |
|
|
|
|
7 |
|
|
|
|||||
|
Restructuring and exit costs (3) |
|
— |
|
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
2 |
|
|
|
|
2 |
|
|
|
|||||
|
Other (6) |
|
2 |
|
|
|
|
(1 |
) |
|
|
|
|
— |
|
|
|
|
|
2 |
|
|
|
|
— |
|
|
|
|||||
|
Adjusted EBITDA |
$ |
61 |
|
6.4 |
% |
$ |
45 |
|
7.9 |
% |
|
$ |
51 |
|
8.0 |
% |
|
$ |
209 |
|
7.4 |
% |
$ |
176 |
|
7.4 |
% |
|||||
|
(1) |
The year ended |
|
(2) |
For the three months and year ended |
|
(3) |
Transaction-related charges and restructuring and exit costs are included in selling, general and administrative expenses. |
|
(4) |
For the three months and year ended |
|
(5) |
Inventory-related transaction charges are included in cost of products. For the three months and year ended |
|
(6) |
For the three months and year ended |
|
NET (LOSS) INCOME ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS TO ADJUSTED NET INCOME ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS RECONCILIATION (UNAUDITED) (In millions) |
|||||||||||||||||||
|
|
Three Months Ended |
|
|
Year Ended |
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
2025 |
|
|
2024 (1) |
|
|
2025 (1) |
|
|
2025 |
|
|
2024 (1) |
|
|||||
|
Net (loss) income attributable to |
$ |
(147 |
) |
|
$ |
23 |
|
|
$ |
23 |
|
|
$ |
(89 |
) |
|
$ |
78 |
|
|
Increase in LIFO reserve |
|
9 |
|
|
|
— |
|
|
|
2 |
|
|
|
27 |
|
|
|
4 |
|
|
Transaction-related charges |
|
51 |
|
|
|
2 |
|
|
|
4 |
|
|
|
62 |
|
|
|
6 |
|
|
Impairment and other charges |
|
12 |
|
|
|
1 |
|
|
|
— |
|
|
|
12 |
|
|
|
6 |
|
|
Inventory-related transaction charges |
|
135 |
|
|
|
1 |
|
|
|
— |
|
|
|
135 |
|
|
|
7 |
|
|
Restructuring and exit costs |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2 |
|
|
|
2 |
|
|
Tax benefit(2) |
|
(37 |
) |
|
|
— |
|
|
|
(1 |
) |
|
|
(45 |
) |
|
|
(3 |
) |
|
Adjusted net income attributable to |
$ |
23 |
|
|
$ |
27 |
|
|
$ |
28 |
|
|
$ |
104 |
|
|
$ |
100 |
|
|
(1) |
The year ended |
|
(2) |
The tax effect of non-GAAP reconciling items is calculated based on the nature of the item and/or the tax jurisdiction in which the reconciling item has been incurred and applying the specific tax rate or tax treatment to each item. |
DILUTED (LOSS) EARNINGS PER SHARE ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS TO ADJUSTED DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS RECONCILIATION (UNAUDITED)
|
|
Three Months Ended |
|
|
Year Ended |
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 (1) |
|
|
2025 |
|
|
2024 (1) |
|
|||||
|
Diluted (loss) earnings per share attributable to |
$ |
(0.95 |
) |
|
$ |
0.21 |
|
|
$ |
0.21 |
|
|
$ |
(0.76 |
) |
|
$ |
0.71 |
|
|
Increase in LIFO reserve |
|
0.06 |
|
|
|
— |
|
|
|
0.02 |
|
|
|
0.22 |
|
|
|
0.04 |
|
|
Transaction-related charges |
|
0.33 |
|
|
|
0.02 |
|
|
|
0.04 |
|
|
|
0.53 |
|
|
|
0.06 |
|
|
Impairment and other charges |
|
0.08 |
|
|
|
0.01 |
|
|
|
— |
|
|
|
0.10 |
|
|
|
0.05 |
|
|
Inventory-related transaction charges |
|
0.87 |
|
|
|
0.01 |
|
|
|
— |
|
|
|
1.14 |
|
|
|
0.06 |
|
|
Restructuring and exit costs |
|
— |
|
|
|
— |
|
|
|
0.01 |
|
|
|
0.01 |
|
|
|
0.02 |
|
|
Tax benefit(2) |
|
(0.24 |
) |
|
|
— |
|
|
|
(0.02 |
) |
|
|
(0.38 |
) |
|
|
(0.03 |
) |
|
Adjusted diluted earnings per share attributable to |
$ |
0.15 |
|
|
$ |
0.25 |
|
|
$ |
0.26 |
|
|
$ |
0.86 |
|
|
$ |
0.91 |
|
|
(1) |
The year ended |
|
(2) |
The tax effect of non-GAAP reconciling items is calculated based on the nature of the item and/or the tax jurisdiction in which the reconciling item has been incurred and applying the specific tax rate or tax treatment to each item. |
|
LONG-TERM DEBT TO NET DEBT AND NET DEBT LEVERAGE RATIO CALCULATION (UNAUDITED) (In millions) |
||||
|
|
|
|
|
|
|
|
|
2025 |
|
|
|
Long-term debt |
|
$ |
411 |
|
|
Plus: current portion of debt obligations |
|
|
— |
|
|
Total debt |
|
|
411 |
|
|
Less: cash |
|
|
164 |
|
|
Net Debt |
|
$ |
247 |
|
|
|
|
|
|
|
|
Net Debt |
|
$ |
247 |
|
|
Adjusted EBITDA |
|
|
209 |
|
|
Net Debt Leverage Ratio |
|
1.2x |
|
|
View source version on businesswire.com: https://www.businesswire.com/news/home/20260220721495/en/
Senior Vice President and Chief Financial Officer
(281) 823-4754
Source: