DNOW Inc.

Good morning. My name is Jeannie and I will be your conference operator today. At this time, I would like to welcome everyone to the D-NOW fourth quarter and full year 2025 earnings conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you would like to withdraw your question, press star one again. Thank you. Mr. Brad Weiss, Vice President of Digital Strategy and Investor Relations, you may begin your conference.

Well, thank you, Jeanne. Good morning, and welcome to D-NOW's fourth quarter and full year 2025 earnings conference call. We appreciate you joining us, and thank you for your interest in D-NOW. With me today is David Cherchensky, President and Chief Executive Officer, and Mark Johnson, Senior Vice President and Chief Financial Officer. We operate under the D-NOW brand, which is also our New York Stock Exchange ticker symbol. Please note that some of the statements we make during this call, including responses to your questions, may contain forecasts, projections, and estimates, including but not limited to comments about our outlook for the company's business. These are forward-looking statements within the meaning of the U.S. federal securities laws based on limited information as of today, February 20th, 2026, which is subject to change. They are subject to risks and uncertainties and actual results may differ materially. No one should assume that these forward-looking statements remain valid later in the quarter or later in the year. We do not undertake any obligation to publicly update or revise any forward-looking statements for any reason. In addition, this conference call contains time-sensitive information that reflects management's best judgment at the time of the live call. I refer you to the latest forms 10-K and 10-Q that D-NOW has on file with the U.S. Securities and Exchange Commission for a more detailed discussion of the major risk factors affecting our business. Further information, as well as supplemental financial and operating information, may be found within our earnings release on our website at ir.dnow.com or in our filings with the SEC. To supplement The information provided to investors under GAAP, we present certain non-GAAP financial measures in our quarterly earnings releases and other public communications. We encourage you to review our earnings release and securities filings for further details on our use of these non-GAAP metrics and for reconciliations to the most directly comparable GAAP measures. These documents are also available on our website. Unless we specifically state otherwise, references in this call to EBITDA refer to adjusted EBITDA, earnings per share or EPS refer to adjusted diluted EPS, and net income refer to adjusted net income. Please be advised that we have enhanced our reporting across all three geographic reporting segments by disclosing revenues for each of the four reporting sectors. upstream, midstream, gas utilities, and downstream and industrial. Also note that the references for legacy D-NOW pertaining to the business excluding contributions from MRC Global, while consolidated D-NOW figures include contributions from MRC Global during the stub period. As of this morning, the investor relations section of our website contains a presentation covering our results and key takeaways for the fourth quarter and full year of 2025. We expect to file our Form 10-K in the coming week, and it will also be available on our website. A replay of today's call will be available on our site for the next 30 days. Now, let me turn the call over to Dave. Thank you, Brad, and good morning, everyone.

I want to begin this morning with what matters to me most, our people, and the strength of the team we're building. On November 6th, we completed the merger with MRC Global, Today, we are operating as one company, united by shared values, complementary strengths, and a common ambition to win in the market. I want to extend a warm and enthusiastic welcome to our new fellow team members as we begin this next chapter. Both MRC Global and D-NOW have built strong, respected, well-established franchises shaped by years of hard work, resilience, and winning in our respective markets. In some areas, we've spent decades competing, pushing each other to be better. But in 2026, that changes. We are now together, building our strengths, talent, and collective ambitions under one roof. And what we will achieve together will be far greater than anything we've accomplished apart. Without a doubt, we are better together. One thing I noticed right away as I visit with our new team members is the relentless passion our people share for serving our customers and winning in the market. I am impressed with the deep technical expertise and integrated solutions MRC Global brings to the market, especially in gas utility, downstream industrial sectors, and the valve powerhouse of its international business. It is clear we start off with a strong cultural alignment immediately around the importance of the people who differentiate us in the market how we care for, advance, and promote our top talent, and how we singularly organize to delight our customers and win their business. Our new team excels by fanatically focusing on our customers. I'm honored to work with the leadership and team members from MRC Global. Their style is growth-oriented with a strong forward-leaning sales posture. Our new family members are a great addition to and clearly in the same league as our Heritage D-NOW team, who have just delivered D-NOW's standalone best four years ever, from 2022 through 2025, since we became a public company nearly 12 years ago. Mark will be discussing the financial performance of the business, but I'd like to close out 2025 with some pointed comments acknowledging our Heritage D-NOW business. As a preview, in 2025, Legacy Deno achieved a record full-year EBITDA of $199 million, establishing a new annual record for EBITDA results. Our teams around the world performed well, but most notably at WIPCO, Flexlo, and Trojan, brands and businesses who produced in record-level territory, making for Legacy Deno's best year yet. This is a tremendous achievement by our team, given that U.S. upstream market activity has contracted. I want to take a moment to express my appreciation and celebrate this achievement in the face of challenging market dynamics. For the full year, legacy Dinao EBITDA as a percentage of revenue reached 8.2%, eclipsing our guided target, approaching 8%. The outstanding performance by our teams was driven by the execution of our strategy and centered on our strong commitment to service, dependability, and customer relationships, coupled with our reliable and differentiated service models that our customers have come to value. Equally significant, this achievement boosts our confidence for long-term success as we move forward with the next stage of our strategy. Beyond these record-breaking results, 2025 was headlined by the completion of the merger with MRC Global in November. The merger significantly increases our scale, diversifying our sector reach, expanding our addressable market, while solidifying our position as the premier distributor of energy, industrial products, and solutions. The merger strengthens D-NOW competitive position across upstream, midstream, gas utilities, downstream, and industrial markets, while also expanding our geographic footprint and product offerings. I'm excited about the long-term value the combination with MRC Global will provide. Just as importantly, the combined company is well positioned to generate stronger and more consistent cash flow over the long term. Our increased scale, improved purchasing power, future operational efficiencies, and a more balanced mix of end markets enhance our value creation through the cycle. On our merger announcement conference call on June 26, 2025, we established a goal to generate value through cost synergies between the two companies. We said we could achieve $70 million in cost savings within three years of closing. We are on track to achieve year one cost synergies faster than planned and now expect to reach $23 million in cost savings by the end of the first year compared to the $17 million we said we would achieve for 2026. And now shifting to comments about the MRC Global US ERP project, which is fair to characterize as an obstacle. Prior to the merger, previous MRC global management had disclosed that they had encountered challenges that adversely impacted the third quarter revenues, profitability, and cash flows. They had guided fourth quarter sequential revenue growth in the mid to high single digit percentage range in their third quarter earnings release. However, the fourth quarter actuals declined due to persistent ERP challenges. For context, USMRC Global represents about 40% of DENOW's business. Conversely, 60% of our business is not affected by ERP challenges, including the legacy MRC Global international business, nor any of the legacy DENOW businesses. While we have been making progress bringing together DENOW and MRC Global, including with our people, customers, and suppliers, we have identified the ERP challenges to be a much heavier lift than previously known. Design architecture is resulting in inefficiencies for certain core processes, continuing negative operating and financial impacts. Observed limitations across the system are that it is slow, impedes customer service, requires more resources, increases safety stock and difficulty in processing orders. I am encouraged by the teamwork occurring around the clock as we collaborate on resolving the issues. We have targeted actions to address the impact of ERP implementation. The Heritage DENOW IT and operational excellence teams are mobilized to execute a comprehensive remediation plan to capture and resolve the most critical obstacles. These teams have extensive operations knowledge and experience implementing ERP systems. as D-NOW has concluded more than two dozen acquisitions since then, with a solid understanding of end-to-end business processes and solutioning customer requirements. In collaboration with the Heritage MRC Global implementation team and our external service providers, our immediate focus is the normalization of all remaining critical processes. By focusing our efforts on hypercare and stabilization now, We are working to remove these obstacles to better support our customers. We sincerely appreciate our customers' patience and our team's relentless dedication. We have seized this opportunity to accelerate integration efforts as we pursue operational improvements towards our sector strategy, including branch footprint optimization, investments in inventory, systems, and how we better service our customers to enhance service levels. Where appropriate, we are now actively servicing select legacy MRC global customers through D-NOW systems. And we are managing larger projects where possible through legacy D-NOW operating systems to maximize transaction flows from order to payment. One of the most compelling advantages of this merger is the meaningful expansion and diversification of our business across four core sectors, strengthening our resilience through the cycle and positioning us for sustained growth. In upstream markets, customer spending is increasingly focused on the preservation of existing production and reduced lifting costs rather than growth-oriented expansion. Activities centered on maintenance, workovers, and reliability initiatives designed to offset natural production declines consistent with industry expectations for a largely flattish production environment. Capital discipline remains firmly intact, with operators prioritizing efficiency, uptime, and cash flow durability over the incremental volume growth. While upstream activity is expected to remain flat to down, this dynamic is balanced by growth opportunities across other parts of Dena's portfolio. The midstream sector continues to benefit from structural growth drivers, including natural gas infrastructure expansion, LNG, and power generation-related developments. These markets are supported by longer cycle projects, providing improved visibility and a more durable demand profile. Gas utilities' sister modernization is set to continue, and we expect the gas utilities market to grow in 2026. Our M-TECH gas meter solution, which began pilot testing last year, aims to increase customer wallet share and accelerate adoption with our gas utility clients. Furthermore, we are pursuing revenue synergy opportunities with MRC Global's gas products portfolio, leveraging our footprint and existing gas utility customers, where D-NOW itself has historically only provided steel pipe products. Data centers continue to represent an attractive growth opportunity. We entered this market in January 2025 with no prior data center experience and have made meaningful progress in a short period of time. We are now supplying our core product offerings, pumps, pipe, valves, fittings, and flanges to 11 new customers across four key data center markets. And we are also proactively entering additional markets. Importantly, our success in data centers has also led to incremental opportunities within the broader industrial market. Since completing the merger, we have begun realizing revenue synergies across multiple channels. These early benefits include incremental orders driven by improved access to core product inventory, as well as better product margins resulting from expanded in-house capabilities and access to a broader customer base and contract portfolio. Near-term revenue synergy initiatives include cross-selling newly available offerings, including the process solutions portfolio into downstream and gas utility sectors, leveraging the company's expanded geographic footprint to support new customer wins in these markets and using combined purchasing scale to improve win rates and margin performance. Further, we are leveraging DENAL regional super centers and legacy MRC global regional distribution centers to support larger, faster project requirements. We are seeing areas of improved win rates driven by enhanced inventory access In several cases, opportunities would not have been viable without the combined inventory position. D-NOW having access to MRC Global in-house valve automation capabilities is enabling faster turnaround times and can improve margins. Reduced lead times contributed directly to successful customer awards. Process solutions businesses, including Odessa Pumps and Power Service, are actively engaged and have identified target opportunities across refining, chemical, and mining markets. Initial engagement with downstream customers is underway to establish key points of contact and to coordinate execution with process solutions teams. Early stage assessment of opportunities within the gas utility market is in progress, leveraging combined footprint to support gas utility and downstream growth. Midstream growth opportunities are enhanced in the areas of large bore valves, larger outside diameter pipe, measurement and instrumentation, valve actuation, and automation. We are also pursuing cross-selling opportunities across the combined customer base. Many customers expect activity to improve as 2026 progresses with momentum building into the back half of the year. In the chemical sector, market conditions have softened as customers postpone project expenditures. Conversely, downstream refining is preparing for an active turnaround in maintenance season in 2026, which is expected to drive demand for valves, fittings, flow control equipment, and other reliability-oriented MRO products. We continue to see upside from data center-related infrastructure investment particularly where it intersects with power generation and gas infrastructure. Investments in this growing sector represent an incremental tailwind alongside our core focus on midstream gas feed infrastructure demand and industrial PVF and pumps demand within the four walls of the data centers. Turning to capital allocation, we will continue to pursue our long-term priorities, enabled by our focused and disciplined approach to cash flow generation. First, we will continue to invest in our business as we integrate with MRC Global while supporting organic investment in areas of growing sectors like water management solutions, midstream, gas utilities, and data centers. Second, we will focus on deleveraging and reducing the debt incurred in connection with the MRC Global merger working towards a net cash position. Third, we will continue to pursue strategic M&A by continuing fortification of our pumps, production, and process solutions business, in addition to foraging opportunities in gas utilities, downstream sectors, and international. Lastly, with a commitment to delivering value to our shareholders, we will opportunistically repurchase shares under our reactivated $160 million share repurchase program. With that, let me hand it over to Mark. Thank you, Dave, and good morning, everyone.

Revenue for the fourth quarter of 2025 was $959 million, up 51% or $325 million from the third quarter of 2025, driven by $388 million of MRC global contribution from the close date of November 6th through the year-end 2025, referred to as the stub period. On a full-year basis, total 2025 revenue was $2.8 billion. of $447 million, or 19% from 2024. With and without the contribution from MRC Global, this marks D-NOW's fifth consecutive year of growth. Adjusted EBITDA, or EBITDA for the fourth quarter, was $61 million, or 6.4% of revenue. On a full-year basis, total 2025 EBITDA was $209 million, or 7.4% of revenue. U.S. revenue for the fourth quarter of 2025 totaled $765 million, with MRC Global contributing $298 million in revenue during the stub period. In the U.S., Legacy D-NOW fourth quarter revenue was $467 million, down approximately 10% sequentially. And when looking at MRC Global U.S. activity in the period, it was down similarly as all sectors historically contract in the fourth quarter with seasonality. Now moving to Canada, revenue was $51 million for the fourth quarter, down 2 million or 4% sequentially. For the full year 2025, Canadian revenue was $214 million. Although revenue growth faced challenges from low commodity prices, tariff uncertainty, and customer consolidation, our Canadian operations protected margins by exercising rigorous cost management as customer budgets recalibrate Measures are made for improved profitability. For consolidated D-NOW, international revenue was $143 million in the fourth quarter and $312 million for the full year, with approximately $90 million contributed by MRC Global in the stub period. For the legacy D-NOW international segment, fourth quarter revenue was $53 million, down $1 million sequentially. For the full year 2025, Legacy D-NOW international revenue was $222 million, down 7.5% on a year-over-year basis, primarily due to a combination of fewer projects and the exits of certain countries in our previously discussed cost restructuring activities and service location optimization to improve long-term profitability. In conjunction with the merger of MRC Global during the fourth quarter of 2025, Legacy D now changed its inventory valuation method for U.S. inventories from the moving average cost method to the last in, first out, or LIFO method. This change was applied retrospectively beginning in the fiscal year 2023, and the financials will reflect the revised figures where appropriate. The company determined that LIFO is preferable under ASC 250 because it better reflects the current cost of inventory and cost of goods sold, given the commodity-like nature of D&O's products and the frequent price fluctuations driven by pricing pressure, global supply dynamics, tariffs, and inflation. LIFO inventory benefits or charges are adjusted in the non-GAAP reconciliation tables to arrive at adjusted gross profit, net income, EPS, and EBITDA. Cost of products in the fourth quarter includes $135 million of acquisition-related costs from the partial burn-off of inventory that was stepped up to fair value as part of the MRC Global merger purchase accounting. It also includes LIFO charges of $9 million for the fourth quarter and $27 million in the full year 2025. Overall, D-NOW adjusted gross profit for the fourth quarter was $217 million, or 22.6%. compared to $147 million or 23.2% in the third quarter of 2025. The variance in adjusted gross profit percentage is primarily due to the contribution from MRC Global in the fourth quarter of 2025. Selling general and administrative or SG&A expense for the quarter was $226 million, up $114 million sequentially from the third quarter. Approximately $75 million of the increase is attributable to the partial period activity of MRC Global, paired with approximately $50 million of transaction-related expenses, partially offset by favorable asset sales of approximately $5 million in the quarter. In the fourth quarter, we reported $20 million of depreciation and amortization expense, And considering a full period of MRC Global, we anticipate the first quarter depreciation and amortization to be approximately $25 million. As part of our previously announced international restructuring activities, in the fourth quarter, the international segment recorded a $12 million non-cash charge related to the liquidation of a foreign entity. This charge reflects the reclassification of cumulative foreign currency translation losses from accumulated other comprehensive income and loss, or CTA, to the P&L in the quarter. This charge is presented within the impairment and other charges line of our income statement. Moving to interest expense for the quarter was $4 million, and now to income taxes. In the fourth quarter of 2025, D-NOW's income tax benefit was $29 million, and our effective tax rate, as computed on the face of the income statement, was 16.5%. When reconciling our tax rate in the fourth quarter, standalone and year-to-date, to our projected 27% effective tax rate for 2025, or even to the U.S. statutory rate of 21%, you have to consider that due to the transaction-related costs, both periods are in an overall loss position. In the fourth quarter, we incurred transaction-related costs and foreign currency translation adjustments that are not deductible for tax purposes. The disallowed expenses losses erode that expected tax benefit as a percentage of our pre-tax loss when reconciling the U.S. statutory rate of 21%, reducing our effective tax rate for the periods reported as 16.5% benefit. A few additional comments on the MRC Global merger. The merger was structured as a tax-free transaction, and as a result, D-NOW received a carryover tax basis in all assets and liabilities of the company. The U.S. GAAP purchase accounting rules require D-NOW to recognize a deferred tax liability for book tax basis differences on assets that were stepped up to fair value for financial reporting purposes. D-NOW also acquired certain legacy tax attributes from MRC Global, including tax loss carry-forwards in the U.S. and international. While MRC Global's net operating losses in the U.S. are likely going to be subject to limitation going forward, DENOW does not expect any limitation to have a material impact on its financial results. For modeling purposes, we expect DENOW's effective tax rate to be approximately 26% to 27% for the full year 2026. Net loss in the fourth quarter was $147 million and was unfavorably impacted by the fourth quarter merger-related costs, including approximately $50 million of transaction-related costs, $12 million in DTA reclassification charges, and $135 million in inventory step-up to fair value amortization charges related to the MRC global merger. We estimate the remaining $41 million in inventory step-up charges will be recorded in the first quarter. Our adjusted net income for the fourth quarter attributable to DENOW, Inc., on an average cost basis, Normalizing for LIFO adjustments and other items was $23 million or 15 cents per fully diluted share, compared to $28 million or 26 cents per fully diluted share in the third quarter, 2025. Moving to liquidity and capital structure, our balance sheet remains healthy with ample liquidity of $588 million, including $424 million in availability on our credit facility and $164 million of cash at the end of the fourth quarter. Our leverage ratio based on net debt of $247 million was 1.2 times, and our total debt balance was $411 million at year-end 2025. We continue to target deleveraging by year-end while also executing on select M&A and being opportunistic on our share buyback program. Our existing $850 million revolving credit facility extends into November of 2030. Accounts receivable was $874 million at the end of the fourth quarter, with day sales outstanding, or DSO, of 83 days, impacted by the incongruent contribution between the full balance sheet of the acquired accounts receivable and only a partial quarter of sales contribution. DSOs for the legacy D-NOW business were relatively flat at 63 days in the fourth quarter of 2025. Inventory was $1.192 billion at the end of the fourth quarter, up $833 million from the third quarter of 2025 based on the contribution from MRC Global, with 4Q annualized turn rates of three times. Accounts payable was $653 million at the end of the fourth quarter, an increase of $348 million from the third quarter impacted by the acquired payables. And for the fourth quarter of 2025, working capital excluding cash as a percentage of annualized fourth quarter revenue was 29.7%, which is higher due to the partial period impact of MRC global revenue compared with the ending balance sheet. Without MRC global activity and working capital contribution, legacy working capital as a percentage of revenue was approximately 15.8%, consistent with prior quarters and also represents the average of the four quarters of 2025. As we look forward to 2026, We model working capital as a percentage of revenue to approach 25% as we blend the historical MRC Global with Legacy D now going forward. In the fourth quarter of 2025, we generated $83 million of cash from operating activities and invested $7 million for capital expenditures to support growth initiatives, primarily in process solutions and midstream areas, paired with investments to support MRC Global. On a full-year basis, cash flow is provided by operating activities with $155 million, with $25 million in capital expenditures. Considering the transaction-related cash charges paid in the fourth quarter, cash flow is negatively impacted by approximately $30 million. In the fourth quarter, under our previously approved share repurchase program, we repurchased $10 million of common stocks. As of December 31, our cumulative repurchases under our $160 million authorized share repurchase program total $37 million. And with that, let me turn the call back to Dave.

Thank you, Mark. Before I close, I'd like to highlight Legacy MRC Global's international business, which has delivered its fourth consecutive year of growth, averaging 10% annual growth over the four years ended December 31, 2025. This group achieved its strongest year since 2018 for revenue, marking the best year ever for profitability. Worth noting, the fourth quarter of 2025 benefited from strong MRC Global International project execution, contributing approximately $35 million of denial revenue in the fourth quarter, not repeating at the same level in 1Q26. Longer term, we see strategic benefits from our expanded international platform. The combination of MRC Global's international business has strengthened our global footprint and technical capabilities, while the April 2025 acquisition of Natron International in Singapore enhances our exposure to electrical and data center-related opportunities, positioning us well for growth. In closing, I have confidence that our team will overcome the obstacles and resolve U.S. MRC Global ERP system issues in this transition year. Our priorities will center on integration execution, aligning commercial strategies, consolidating systems, optimizing the supply chain, and capturing identified cost synergies, while maintaining a strong focus on serving customers to minimize further disruption. And before talking about the rest of the year, I want to close our pre-MRC global chapter by citing results which represent standalone D-NOW figures in all instances. 2025 represents our fifth consecutive year of growth, where our core markets have actually contracted in each of the last three years. This is D now defying gravity. In 2025, we delivered our most profitable year ever since going public 11 and a half years ago. These last four years from 2022 to 2025 have been our best years ever in terms of absolute dollar EBITDA performance. 2021 was our business transformation period. coming out of COVID, where we developed and executed on a strategy for growth, sustained profitability, and strong cash generation. In these last four years, we produced 81% of the EBITDA D-NOW has delivered over these last 11 and a half years since going public. EBITDA averaged better than 7.9% over these last four years, with 2025 EBITDA above that at 8.2%. After this consistent, stellar, and contrary to the way the wind was blowing performance, we had zero debt and plenty of cash for growth. I want to thank my team for these results and this track record. I say this to convey what's been done and what's possible with this team of leaders and add that it will now be a better team with the additional MRC global leadership who will help us take our company to the next level. Finally, we have decided to delay sequential and full-year guidance, exercising a disciplined approach given persistent challenges related to our ERP implementation within legacy MRC global U.S. operations while we are simultaneously operating in a critical phase of integration following this recent business combination. The relative newness of the combined organization limits our ability to produce forecasts with the level of confidence we expect to provide to investors. Importantly, we are taking decisive actions to address these challenges and are executing against a stabilization roadmap. We will reinstate guidance when we have greater operational stability and predictability in MRC Global U.S. operations once we have more clarity. We didn't pursue this merger to stay the same. We did so to become meaningfully better. The integration and systems work in front of us are real, but so is this opportunity to unlock scale, innovation, and performance that neither organization could achieve on its own. Our teams are aligned, our strategy is clear, and our ambition is high. We're ready for what comes next, and we're glad to have our new team members with us on this journey. With that, let's open the call for questions.

At this time, I would like to remind everyone, in order to ask a question, press star, then the number one on your telephone keypad. Your first question comes from the line of Adam Farley with Stifel. Please go ahead.

Good morning, everyone. Good morning, Adam.

Morning, Adam. Let me start in first on a little bit more color on MRC's ERP transition. You know, what was the impact in 4Q from the transition? Any color on when we should expect these headwinds to resolve going into 26? You know, were these issues broad-based across MRC's business in the U.S., or was it specific to certain sectors?

Okay. In terms of the impact, let me give some timing on a quarterly basis. Again, as I mentioned in my prepared remarks, The ERP issues are limited to US MRC only, not the international MRC business. And, of course, the ERP impacts don't affect the legacy business for Dino. In terms of the impact from the second quarter, the system was implemented August 6, 2025, and the revenue decline from the second to third quarter was pronounced. And MRC issued a press release when they announced their earnings and talked about that significant sequential decline. They also talked about the notable recovery in revenues in September and October. And they forecasted growth going into the fourth quarter in the mid to high single-digit range. I think what we've experienced in reality was a decline in revenues going into the fourth quarter. So there's been revenue loss attributable fully to the ERP implementation, both in the third and fourth quarters. So that impact is notable. In terms of the resolution for the system issues, we have all hands on deck to resolve the core infrastructure issues We're not really sure when the resolution happens, but here's what we're doing to mitigate it in the short term. So immediately, we have D-NOW systems focused on handling projects, especially bulky projects with a lot of deliveries that are cumbersome to move through the Oracle system at MRC, we're trying to push projects to the D-NOW system to eliminate those snags that happen in Oracle. We've stood up, we've added over 200 personnel in the field to maximize customer service, to mitigate customer frustration, and to get products out the door and improve how we service our customers. We've We've stood up a help desk solely focused on handling issues as they emerge in the field while we have a parallel team working on resolving matters with our external partners. And we've now taken the D-NOW IT and operational excellence teams who have integrated 24 companies over the acquisitions we've made since we've spun. put every company we bought on SAP or SiteLine, except for all 24 companies, we've migrated them. We're very good at this. That team is now playing a major role in mitigating the disruptions and rectifying the problems we're experiencing there. In terms of how broad-based, interestingly, we're seeing stable revenues in the gas utility space. I think the prior management at MRC Global pointed that out in the third quarter earnings release. Very stable revenues there. Those are probably the stickiest relationships we have in our business. We're integrated with many of these customers. We are one of the bigger suppliers in gas utilities distribution. and we've been able to mitigate, you know, much of the disruption there. Where we're seeing the biggest negative impacts are in upstream and downstream. Now, you know, I'm very comfortable about the recoverability in the upstream space because that's DENOW's sweet spot. You know, MRC's legacy strength has been in gas utilities and downstream, and certainly their international business. But in the upstream space, we have a plan to migrate 20 locations onto SAP, off Oracle onto SAP. That process has begun. Again, we're handling projects in the SAP environment. And so we're doing all these things to maximize our revenue recovery as we move forward. But that's some color on your questions, Adam. Thank you.

Thank you, Jay.

That's really helpful. You know, turning to 2026, you know, growth expectations, I understand the delay in issuing guidance, but can you maybe just help frame how you're thinking about, you know, maybe organic growth for the year, either by sector or for legacy D now?

Okay. Well, I'll give some market assessments that we've kind of made, and then I'll see if I'm answering your question. But in terms of the upstream space, we expect upstream generally to be flat to down, like we've experienced for the last three years. And we've managed our response to that reality very well. We do expect some water management and disposal growth in upstream. That'll be a positive, and we're seizing that. We have a real strong FlexFlow Trojan team that's focused on seizing market share there and pursuing growth. And they're primarily focused on upstream, but generally upstream will be flat to down. The midstream space, you know, we focused on midstream for the last three years. The WITCO acquisition from early 2024 really leaped frog best in that space. Combining with MRC now, We're a real powerhouse in that area. We should see midstream growth, the market itself, and we should be able to take advantage of that as well, especially in natural gas infrastructure, feed gas for data centers, for example, LNG feed gas, et cetera. Gas utilities, our customers will be growing, and we see that as an opportunity, especially... especially as we relieve the issues we're experiencing with Oracle. We have M-Tech solution meters that we're promoting in the market. We expect it to take more wallet share from our customers. And we're pursuing revenue synergies, like I talked about, on the call for gas utilities. Downstream industrial, we think downstream will have a real strong turnaround, a couple of quarters coming up. We expect chemicals to be down a little bit. But in terms of end market opportunities, we see some real strength except for the midstream space, which represents about 40% to 50% of our business going forward. So that's kind of some end market focus. Again, in the U.S. MRC Global arena, you know, where we've like... prior MRC Global Management, and we're saying today, we've lost some revenue momentum there, but I'm confident we'll get it back, especially as we alleviate the issues we're experiencing today.

All right, thank you. And then if we look at the cost synergy target, you know, in some expected acceleration in year one. You know, what are the main drivers driving that improved cost energy target in 26? And if we look further out, I mean, do you expect the total cost energy target to move up over time? Thank you.

Yeah, let me address the first half of the question in terms of what's driven the improvement in the expected realized savings in the first year. That's primarily due to This is one of the positive offshoots of having had issues with the ERP implementation in USMRC Global. You know, there's a real urgency to be able to take care of our customers through a system that can accommodate normal activity. So for the first time in my career, I've seen locations clamoring to get on SAP, for example, the D-NOW. standard for communicating commerce in the business. So we're going to fast track. I wanted to take kind of a longer extended period to migrate movement in the upstream space, but we're going to be able to fast track that. And with that, we'll see cost synergies. We'll see the relief of revenue leakage that came from the implementation of the system. And we're seeing real closeness between our leadership in the field, our sales talent, and the folks from both sides, from MRC Global and Deno. So I think that's the main thing is we're seeing some of the realization of those cost savings coming from a faster track on bringing those organizations primarily and upstream together. In terms of long-term, what the opportunities are, You know, we said in over three years we would get to $70 million in savings. I'm not prepared to say we'll surpass that. My instinct is there are opportunities to do so. You know, one of the things that the reason why most of the savings in our original projections would happen in the third year is we need to decide how we're going to manage the business holistically going forward from a systems perspective, it's possible that that gets ironed out earlier than expected. So I think we'll see real strength in the momentum with cost savings. But I've said from the beginning, since our first call in June, that the real promise here is in growth and focusing on what we bring to our customers, what we bring to our customers as they consolidate. how we become uniquely suited to service our customers as they grow and as they grow from an M&A perspective.

So I think that's where we're at on that front, Adam. All right, thank you. I'll leave it there. Okay, thanks for your questions.

Your next question comes from the line of Alex Regal with Texas Capital. Please go ahead.

Thank you, and good morning, gentlemen. David, I appreciate your decision regarding guidance, but maybe I could ask it a different way. Can you maybe talk about, you know, strategically your longer-term vision for sort of revenue growth for the consolidated company and profit margins? And, you know, maybe if you're not yet ready for that, maybe if you could kind of give us some directional guidance, maybe just a D-NOW business approach for 2026 and how you're thinking about revenue growth and margins in just that core business?

Well, let me try this. You know, we kind of gamed out how we would answer a question like this. You know, we're going to give select guidance on parts of the business. I really don't want to do that. But let me just give you some color on how we saw movement into the new year, whether we'd have these disruptions or not. Generally, we see our overall business with kind of a flattish revenue. That's how I saw going into 2026, flattish revenue, very little revenue change organically. We saw the opportunities around cost synergies, integration of the businesses, revenue synergies that comes from us working closer together and using each other's inventories and locations where one entity didn't have geographic coverage but the other does. So we saw a revenue upside to mitigate some of that overall revenue flatness. I gave some color on the end markets. D-NOW is a very acquisitive company. We will do deals this year and that would augment and kind of excite some of the bottom line implications But that's been deferred a bit, you know, given what we're seeing with the ERP issues. Long term, the real benefits from D-NOW and MRC coming together are these things. If you look at, you know, we're a distributor. Our relationships with our customers are almost, I mean, are rivaling in importance with our suppliers. In many cases, especially with the top manufacturers, D-NOW or MRC was the number one or number two distributor in the supply chain. Or sometimes D-NOW was number 12 and MRC was number one. We're going to take advantage of that. Our ability to be competitive, and we have numerous competition everywhere we operate, but sometimes our competition is very specialized on a product line, on the manufacturer. we're going to be able to better compete. With the cost synergies, we'll be able to pull out costs and further improve our competition. So I think the long game is a better situation, better situated with the top manufacturers, our customers' demand. A lot more volume, exciting suppliers about being a competitor key team, D-NOW, combined D-NOW, MRC Global as the main source of pushing their products into the market. So better buying, better product availability, standardization, customers clamoring for access to products, all that is going to conspire to long-term enables to grow the end markets together where we couldn't have done them separately. So I think that's the main plan. Volume, better costing, better competitiveness, and then, you know, earnings ultimately in that 8% EBITDA range where D now has, you know, has enjoyed over the last four years, but bringing the whole organization up over the, you know, over the next several years.

That is helpful. And then in the past, you've discussed the importance of the people at D now and the people at MRC and how important it is to give them a lot of attention. So can you speak on your activities to retain and incentivize these key employees during this time of kind of ERP headwinds?

Yeah, that's a good question. So as you'd expect with any merger of equals, there'll be some turnover, and then in a situation where there's a disruption like this, there's a heightened sense of concern over that. So we've been very intentional about making sure our top talent is rewarded from a financial perspective, and with various forms of tools used to do so, but also from a long-term perspective of making sure we put the top, the best people, the best salespeople, the best sales talent, the best IT talent in the leadership positions to drive the future. So in terms of incentives, the things that are going to drive, enable us to keep our people is to show them long-term we're going to pay bigger bonuses, bigger commissions, We're going to be more important to suppliers. We're going to have better leverage with them. The customers will benefit from how we manage the supply chain, and our personnel will as well. So with the mix of financial remuneration, challenging our folks, rewarding them, making them part of our solutions, including them in our decision-making, I think all that long term has got us where we are today and will get us where we're going. We brought on some top leadership sales and ops talent from MRC Global and they have the same mentality we do. And we're deploying all the arrows in our quiver to make sure we excite, retain, grow our top talent and win in the market because of that organization.

Very helpful, thank you. Thank you.

Again, if you would like to ask a question, press star, then the number one on your telephone keypad. And your next question comes from the line of Chuck Minervino from Susquehanna. Please go ahead.

Hi, good morning. Hi, Chuck. Hi. If you could touch on the ERP issues a little bit more. Can you tell us, do you feel like you've kind of hit the worst of it and are working your way past that, or is the worst of it still in front of you? Just trying to gauge how long this lingers through 2026, at least kind of what you know right now.

Yeah, you know, I think, and this may not be the best way to answer the question, but I think we're organization very good at coping we have hard chargers working overtime taking care of our customers to to really conceal the imperfections in the system so so how we coped is through hard work and that that's helping we you know things are better I've met I visited several of our locations several our USMRC global locations talked to a lot of the leadership and A lot of people in the warehouses, warehouse activities are hard to push through the system right now, but just sheer force is how we're working to overcome some of this stuff. In the meantime, in the background, we're working with our external partners to fix some of the snags that slow things down. But we still have issues where it takes time. where there are old invoices from earlier in the implementation where it takes 20 minutes to process paying one invoice for a supplier. Those are some older activities that we believe some of that stuff's been resolved on a go-forward basis, but there's still some lingering effects that still slow us down. So in terms of when this gets resolved, We'll probably have our next earnings call in the next 80 days, Chuck, and I'll have a better feel for it. In the meantime, we're doing things to simply bypass the obstacle that this implementation presents, and I talked a little bit about it. We're handling more transactions through SAP. We are sitting down. We are having an MRC global meeting. inside salesperson sitting next to a D-NOW salesperson entering orders in SAP to take care of their customers to reverse the revenue losses we've experienced in the first few quarters of after go live. So we are, you know, coping. We are cleaning up old problems. We're fast-tracking solutions to improve process flow in the system. And we've stood up a help desk to help with, you know, anecdotal one-off kind of problems. So we are We've triaged the situation. We're working it hard. And I'll be able to talk more about it in the next 80 days or so.

And then just my other questions on free cash flow. Can you talk a little bit about free cash flow in 2026? Maybe if you're not quite ready to talk about numbers there, just some of the puts and takes as well.

Yeah, I think I will say this.

We're going to generate cash in the $100 to $200 million range. It could be better. We've got pent-up inventory, uncollected receivables. To me, I see those as, in the moment, near-term problems. But those are opportunities, too. We're going to level our inventory as we stabilize the system. We're going to collect those bills. I think, from a cash flow perspective... it's going to be a good year for us. So that's how I answer that question. I think it's going to be a good year for us, and we'll try to get more color on our next call if we can, hoping to, of course.

Thank you for your questions. That concludes the question and answer session of today's call. Mr. Bradwise, I turn the call back over to you for final remarks.

Well, thank you for joining us today and your interest in D-NOW. We look forward to discussing our first quarter of 2026 results on our next conference call in May. Hope everybody has a wonderful Friday.