Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 26, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | DNOW | |
Security Exchange Name | NYSE | |
Entity Registrant Name | NOW INC. | |
Entity Central Index Key | 0001599617 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 110,439,751 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-36325 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-4191184 | |
Entity Address, Address Line One | 7402 North Eldridge Parkway | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77041 | |
City Area Code | 281 | |
Local Phone Number | 823-4700 | |
Title of 12(b) Security | Common Stock, par value $0.01 | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash and cash equivalents | $ 267 | $ 313 | |
Receivables, net | 406 | 304 | |
Inventories, net | 361 | 250 | |
Prepaid and other current assets | 20 | 16 | |
Total current assets | 1,054 | 883 | |
Property, plant and equipment, net | 109 | 111 | |
Goodwill | 79 | 67 | |
Intangibles, net | 13 | 9 | |
Other assets | 27 | 34 | |
Total assets | 1,282 | 1,104 | |
Current liabilities: | |||
Accounts payable | 339 | 235 | |
Accrued liabilities | 111 | 112 | |
Other current liabilities | 8 | 22 | |
Total current liabilities | 458 | 369 | |
Long-term operating lease liabilities | 11 | 17 | |
Other long-term liabilities | 7 | 6 | |
Total liabilities | 476 | 392 | |
Commitments and contingencies | |||
Stockholders' equity: | |||
Preferred stock - par value $0.01; 20 million shares authorized; no shares issued and outstanding | 0 | 0 | |
Common stock - par value $0.01; 330 million shares authorized; 110,635,461 and 110,558,831 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 1 | 1 | |
Additional paid-in capital | 2,065 | 2,060 | |
Accumulated deficit | (1,107) | (1,203) | |
Accumulated other comprehensive loss | (155) | (147) | |
NOW Inc stockholders' equity | 804 | 711 | |
Noncontrolling interest | 2 | 1 | |
Total stockholders' equity | 806 | $ 777 | 712 |
Total liabilities and stockholders' equity | $ 1,282 | $ 1,104 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 330,000,000 | 330,000,000 |
Common stock, shares issued | 110,635,461 | 110,558,831 |
Common stock, shares outstanding | 110,635,461 | 110,558,831 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 577 | $ 439 | $ 1,589 | $ 1,200 |
Operating expenses: | ||||
Cost of products | 438 | 343 | 1,215 | 944 |
Warehousing, selling and administrative | 95 | 86 | 268 | 250 |
Impairment and other charges | 0 | 0 | 10 | 4 |
Operating profit | 44 | 10 | 96 | 2 |
Other income (expense) | 0 | (3) | 9 | (5) |
Income (loss) before income taxes | 44 | 7 | 105 | (3) |
Income tax provision | 3 | 2 | 8 | 4 |
Net income (loss) | 41 | 5 | 97 | (7) |
Net income attributable to noncontrolling interest | 1 | 0 | 1 | 0 |
Net income (loss) attributable to NOW Inc | $ 40 | $ 5 | $ 96 | $ (7) |
Earnings (loss) per share attributable to NOW Inc stockholders: | ||||
Basic | $ 0.35 | $ 0.05 | $ 0.85 | $ (0.06) |
Diluted | $ 0.35 | $ 0.05 | $ 0.85 | $ (0.06) |
Weighted-average common shares outstanding, basic | 110,863,381 | 110,558,831 | 110,747,087 | 110,351,625 |
Weighted-average common shares outstanding, diluted | 111,432,779 | 110,630,688 | 111,110,841 | 110,351,625 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 41 | $ 5 | $ 97 | $ (7) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (11) | (4) | (8) | (1) |
Comprehensive income (loss) | 30 | 1 | 89 | (8) |
Comprehensive income attributable to noncontrolling interest | 1 | 0 | 1 | 0 |
Comprehensive income (loss) attributable to NOW Inc | $ 29 | $ 1 | $ 88 | $ (8) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 97 | $ (7) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 14 | 18 |
Provision for inventory | 5 | 8 |
Impairment and other charges | 10 | 4 |
Other, net | 5 | 19 |
Change in operating assets and liabilities, net of effects of acquisitions and divestitures: | ||
Receivables | (110) | (93) |
Inventories | (122) | 11 |
Prepaid and other current assets | (4) | (3) |
Accounts payable, accrued liabilities and other, net | 99 | 71 |
Net cash provided by (used in) operating activities | (6) | 28 |
Cash flows from investing activities: | ||
Business acquisitions, net of cash acquired | (21) | (96) |
Purchases of property, plant and equipment | (7) | (4) |
Other, net | 2 | 1 |
Net cash provided by (used in) investing activities | (26) | (99) |
Cash flows from financing activities: | ||
Repurchases of common stock | (4) | 0 |
Payments relating to finance leases and other, net | (1) | (3) |
Net cash provided by (used in) financing activities | (5) | (3) |
Effect of exchange rates on cash and cash equivalents | (9) | (1) |
Net change in cash and cash equivalents | (46) | (75) |
Cash and cash equivalents, beginning of period | 313 | 387 |
Cash and cash equivalents, end of period | $ 267 | $ 312 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Millions | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings (Deficit) [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Noncontrolling Interest [Member] |
Beginning balance at Dec. 31, 2020 | $ 699 | $ 2,050 | $ (1,208) | $ (145) | $ 0 | $ 1 | |
Beginning balance, shares at Dec. 31, 2020 | 1 | ||||||
Net income (loss) | (10) | (10) | |||||
Stock-based compensation | 2 | 2 | |||||
Exercise of stock options | 1 | 1 | |||||
Shares withheld for taxes | (1) | (1) | |||||
Other comprehensive income | 1 | 1 | |||||
Ending balance at Mar. 31, 2021 | 692 | 2,052 | (1,218) | (144) | 0 | 1 | |
Ending balance, shares at Mar. 31, 2021 | 1 | ||||||
Beginning balance at Dec. 31, 2020 | 699 | 2,050 | (1,208) | (145) | 0 | 1 | |
Beginning balance, shares at Dec. 31, 2020 | 1 | ||||||
Net income (loss) | (7) | ||||||
Other comprehensive income | (1) | ||||||
Ending balance at Sep. 30, 2021 | 699 | 2,058 | (1,215) | (146) | 0 | 1 | |
Ending balance, shares at Sep. 30, 2021 | 1 | ||||||
Beginning balance at Mar. 31, 2021 | 692 | 2,052 | (1,218) | (144) | 0 | 1 | |
Beginning balance, shares at Mar. 31, 2021 | 1 | ||||||
Net income (loss) | (2) | (2) | |||||
Stock-based compensation | 2 | 2 | |||||
Exercise of stock options | 2 | 2 | |||||
Other comprehensive income | 2 | 2 | |||||
Ending balance at Jun. 30, 2021 | 696 | 2,056 | (1,220) | (142) | 0 | 1 | |
Ending balance, shares at Jun. 30, 2021 | 1 | ||||||
Net income (loss) | 5 | 5 | |||||
Stock-based compensation | 2 | 2 | |||||
Other comprehensive income | (4) | (4) | |||||
Ending balance at Sep. 30, 2021 | 699 | 2,058 | (1,215) | (146) | 0 | 1 | |
Ending balance, shares at Sep. 30, 2021 | 1 | ||||||
Beginning balance at Dec. 31, 2021 | 712 | 2,060 | (1,203) | (147) | 0 | 1 | |
Beginning balance, shares at Dec. 31, 2021 | 1 | ||||||
Net income (loss) | 30 | 30 | |||||
Stock-based compensation | 2 | 2 | |||||
Other comprehensive income | 2 | 2 | |||||
Ending balance at Mar. 31, 2022 | 746 | 2,062 | (1,173) | (145) | 0 | 1 | |
Ending balance, shares at Mar. 31, 2022 | 1 | ||||||
Beginning balance at Dec. 31, 2021 | 712 | 2,060 | (1,203) | (147) | 0 | 1 | |
Beginning balance, shares at Dec. 31, 2021 | 1 | ||||||
Net income (loss) | 97 | ||||||
Other comprehensive income | (8) | ||||||
Ending balance at Sep. 30, 2022 | 806 | 2,065 | (1,107) | (155) | 0 | 2 | |
Ending balance, shares at Sep. 30, 2022 | 1 | ||||||
Beginning balance at Mar. 31, 2022 | 746 | 2,062 | (1,173) | (145) | 0 | 1 | |
Beginning balance, shares at Mar. 31, 2022 | 1 | ||||||
Net income (loss) | 26 | 26 | |||||
Stock-based compensation | 2 | 2 | |||||
Exercise of stock options | 2 | 2 | |||||
Other comprehensive income | 1 | 1 | |||||
Ending balance at Jun. 30, 2022 | 777 | 2,066 | (1,147) | (144) | 0 | 1 | |
Ending balance, shares at Jun. 30, 2022 | 1 | ||||||
Net income (loss) | 41 | 40 | 1 | ||||
Stock-based compensation | 3 | 3 | |||||
Other comprehensive income | (11) | (11) | |||||
Common stock repurchased | (4) | (4) | |||||
Common stock retired | (4) | 4 | |||||
Ending balance at Sep. 30, 2022 | $ 806 | $ 2,065 | $ (1,107) | $ (155) | $ 0 | $ 2 | |
Ending balance, shares at Sep. 30, 2022 | 1 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Nature of Operations NOW Inc. (“NOW” or the “Company”) is a holding company headquartered in Houston, Texas that was incorporated in Delaware on November 22, 2013. NOW operates primarily under the DistributionNOW and DNOW brands. NOW is a global distributor of energy products as well as products for industrial applications through its locations in the United States (“U.S.”), Canada and internationally which are geographically positioned to serve the energy and industrial markets in approximately 80 countries. Additionally, through the Company’s growing DigitalNOW ® platform, customers can leverage world-class technology across ecommerce, data management and supply chain optimization applications to solve a wide array of complex operational and product sourcing challenges to assist in maximizing their return on assets. The Company’s energy product offering is consumed throughout all sectors of the energy industry – from upstream drilling and completion, exploration and production, midstream infrastructure development to downstream petroleum refining and petrochemicals – as well as in other industries, such as chemical processing, mining, utilities and renewables. The industrial distribution end markets include engineering and construction firms that perform capital and maintenance projects for their end user clients. NOW also provides supply chain and materials management solutions to the same markets where the Company sells products. NOW’s supplier network consists of thousands of vendors in approximately 40 countries. Basis of Presentation The unaudited consolidated financial information included in this report has been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and Article 10 of SEC Regulation S-X. All significant intercompany transactions and accounts have been eliminated. Variable interest entities for which the Company is the primary beneficiary are fully consolidated with the equity held by the outside stockholders and their portion of net income (loss) reflected as noncontrolling interest in the accompanying consolidated financial statements. The principles for interim financial information do not require the inclusion of all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the financial statements included in the Company’s most recent Annual Report on Form 10-K. In the opinion of the Company’s management, the consolidated financial statements include all adjustments, all of which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods. The results of operations for the three and nine months ended September 30, 2022, are not necessarily indicative of the results to be expected for the full year. Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation. These reclassifications have no effect on previously reported results of operations. See Note 6 “Stockholders' Equity” for additional information. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported and contingent amounts of assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, receivables and payables approximated fair value because of the relatively short maturity of these instruments. Cash equivalents include only those investments having a maturity date of three months or less at the time of purchase. See Note 13 “Derivative Financial Instruments” for the fair value of derivative financial instruments. Recently Issued Accounting Standards In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848), which provides optional expedients and exceptions to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. Entities that elect the relief are required to disclose the nature of the optional expedients and exceptions that are adopted and the reasons for the adoptions. The guidance is effective upon issuance and the expedients and exceptions may be applied prospectively through December 31, 2022. The Company does not expect the adoption of this standard to have a material effect on its consolidated financial statements. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 2. Revenue The Company’s primary source of revenue is the sale of energy products and an extensive selection of products for industrial applications based upon purchase orders or contracts with customers. The majority of revenue is recognized at a point in time once the Company has determined that the customer has obtained control over the product. Control is typically deemed to have been transferred to the customer when the product is shipped, delivered or picked up by the customer. The Company does not grant extended payment terms. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to proper government authorities. Shipping and handling costs for product shipments occur prior to the customer obtaining control of the goods and are recorded in cost of products. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for products sold. Revenue is recorded at the transaction price net of estimates of variable consideration, which may include product returns, trade discounts and allowances. The Company accrues for variable consideration using the expected value method. Estimates of variable consideration are included in revenue to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. See Note 8 “Business Segments” for disaggregation of revenue by reporting segments. The Company believes this disaggregation best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Remaining Performance Obligations Remaining performance obligations represent the transaction price of firm orders for which work has not been performed on contracts with an original expected duration of more than one year. The Company’s contracts are predominantly short-term in nature with a contract term of one year or less. For those contracts, the Company has utilized the practical expedient in Accounting Standards Codification (“ASC”) Topic 606 exempting the Company from disclosure of the transaction price allocated to remaining performance obligations when the performance obligation is part of a contract that has an original expected duration of one year or less. Receivables Receivables are recorded when the Company has an unconditional right to consideration. Receivables are recorded and carried at the original invoiced amount less the allowance for doubtful accounts (“AFDA”). The estimated AFDA reflects the Company’s immediate recognition of current expected credit losses by incorporating the historical loss experience, as well as current and future market conditions that are reasonably available. Judgments in the estimate of AFDA include global economic and business conditions, oil and gas industry and market conditions, customer’s financial conditions and accounts receivable past due. As of September 30, 2022 and December 31, 2021, AFDA totaled $ 25 million in both periods. Contract Assets and Liabilities Contract assets primarily consist of retainage amounts held as a form of security by customers until the Company satisfies its remaining performance obligations. As of September 30, 2022 and December 31, 2021 , contract assets were $ 1 million for both periods and were included in receivables, net in the consolidated balance sheets. The Company generally accounts for the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less; however, these expenses are not material. Contract liabilities primarily consist of deferred revenues recorded when customer payments are received or due in advance of satisfying performance obligations, including amounts which are refundable, and other accrued customer liabilities. Revenue recognition is deferred to a future period until the Company completes its obligations contractually agreed with customers. As of September 30, 2022 and December 31, 2021, contract liabilities were $ 23 million and $ 27 million , respectively, and were included in accrued liabilities in the consolidated balance sheets. For the nine months ended September 30, 2022 , the decrease in contract liabilities was primarily related to recognizing revenue of approximately $ 15 million that was deferred as of December 31, 2021, partially offset by net current year customer deposits of approximately $ 11 million. |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | 3. Property, Plant and Equipment, net Property, plant and equipment consist of (in millions): Estimated September 30, 2022 December 31, 2021 Information technology assets 1 - 7 Years $ 48 $ 48 Operating equipment (1) 2 - 15 Years 129 129 Buildings and land (2) 5 - 35 Years 93 91 Construction in progress 3 3 Total property, plant and equipment 273 271 Less: accumulated depreciation ( 164 ) ( 160 ) Property, plant and equipment, net $ 109 $ 111 (1) Includes finance lease right-of-use assets . (2) Land has an indefinite life . |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 4. Accrued Liabilities Accrued liabilities consist of ( in millions ): September 30, 2022 December 31, 2021 Compensation and other related expenses $ 35 $ 35 Contract liabilities 23 27 Taxes (non-income) 13 12 Current portion of operating lease liabilities 12 15 Other 28 23 Total $ 111 $ 112 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 5. Debt On December 14, 2021 , the Company entered into an amendment to its existing senior secured revolving credit facility with a syndicate of lenders with Wells Fargo Bank, National Association, serving as the administrative agent (as amended, the “Credit Facility”). Effective with the amendment, the Credit Facility provides for a $ 500 million global revolving credit facility, of which up to $ 50 million is available for the Company’s Canadian subsidiaries, and the maturity is extended to December 14, 2026. The Company has the right, subject to certain conditions, to increase the aggregate principal amount of commitments under the credit facility by $ 250 million. The Credit Facility also provides a letter of credit sub-facility of $ 25 million. The obligations under the Credit Facility are secured by substantially all the assets of the Company and its subsidiaries. The Credit Facility contains customary covenants, representations and warranties and events of default. The Company will be required to maintain a fixed charge coverage ratio of at least 1.00 :1.00 as of the end of each fiscal quarter if excess availability under the Credit Facility falls below the greater of 10 % of the borrowing base or $ 40 million. Borrowings under the Credit Facility will bear an interest rate at the Company’s option, at (i) the base rate plus an applicable margin based on the Company’s fixed charge coverage ratio (and if applicable, the Company’s leverage ratio); or (ii) the greater of LIBOR for the applicable interest period and zero, plus an applicable margin based on the Company’s fixed charge coverage ratio (and if applicable, the Company’s leverage ratio). As part of the amendment, when the fixed charge coverage ratio (as defined in the Credit Facility) is less than or equal to 1.50 to 1.00, the applicable rate for borrowings of base rate loans and Eurocurrency rate loans decreases by 0.250 %. The Credit Facility includes a commitment fee on the unused portion of commitments that ranges from 25 to 37.5 basis points. Commitment fees incurred during the period were included in other income (expense) in the consolidated statements of operations. Availability under the Credit Facility is determined by a borrowing base comprised of eligible receivables, eligible inventory and certain pledged deposits in the U.S and Canada. As of September 30, 2022, the Company had no borrowings against the Credit Facility and approximately $ 481 million in availability (as defined in the Credit Facility) resulting in the excess availability (as defined in the Credit Facility) of 99 % , subject to certain limitations. The Company is not obligated to repay borrowings against the current Credit Facility until the expiration date. The Company issued $ 4 million in letters of credit under the Credit Facility primarily for casualty insurance requirements expiring in June 2023 . |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | 6. Stockholders’ Equity Share Repurchase Program On August 3, 2022, the Company’s Board of Directors approved a share repurchase program, under which the Company is authorized to purchase up to $ 80 million of its outstanding common stock through December 31, 2024. Under this program, the Company may from time to time repurchase common stock in open market transactions or enter into Rule 10b5-1 trading plans to facilitate the repurchase of its common stock pursuant to its share repurchase program. The amount and timing of any repurchases will depend on several factors, including share price, general business and market conditions, and alternative capital allocation opportunities. During the three months ended September 30, 2022, the Company repurchased 376,838 shares of its common stock on the open market at an average price of $ 10.33 per common share for a total of $ 4 million under this program. All shares repurchased shall be retired pursuant to the terms of the share repurchase program. Consolidated Variable Interest Entities ("VIE") The Company holds a 49 % interest in one VIE located in the Middle East. The Company is the primary beneficiary and consolidates the VIE as it has the power to direct the activities that most significantly affect the VIE’s economic performance and has the obligation to absorb the VIE’s losses or the right to receive benefits. The initial investment was completed in 2017 with the noncontrolling interest ("NCI") of approximately $ 1 million which was previously included in additional paid-in capital in the consolidated balance sheets as it was not material, and has been reclassified to NCI to conform to the current period financial statement presentation. For the three and nine months ended September 30, 2022, net income attributable to NCI was approximately $ 1 million. For all prior periods, net income (loss) attributable to NCI was less than $ 1 million. The assets of the VIE can only be used to settle its own obligations and its creditors have no recourse to the Company’s assets. As of September 30, 2022 and December 31, 2021, the VIE’s assets were primarily current assets of $ 8 million and $ 4 million, respectively, and the liabilities were primarily current liabilities of $ 2 million and $ 1 million, respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) ("AOCI") | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) ("AOCI") | 7. Accumulated Other Comprehensive Income (Loss) ("AOCI") The components of AOCI are as follows (in millions) : Foreign Currency Translation Adjustments Nine Months Ended September 30, 2022 2021 Beginning balance $ ( 147 ) $ ( 145 ) Other comprehensive income (loss) before reclassifications ( 18 ) ( 1 ) Amounts reclassified from accumulated other comprehensive income (loss) 10 — Net current-period other comprehensive income (loss) ( 8 ) ( 1 ) Ending balance $ ( 155 ) $ ( 146 ) The Company’s reporting currency is the U.S. dollar. A majority of the Company’s international entities in which there is a substantial investment have the local currency as their functional currency. As a result, foreign currency translation adjustments resulting from the process of translating the entities’ financial statements into the reporting currency are reported in other comprehensive income or loss in accordance with ASC Topic 830, “Foreign Currency Matters.” For the nine months ended September 30, 2022, the Company reclassified $ 10 million of foreign currency translation losses as a result of substantially completing the liquidation of certain foreign subsidiaries in its International segment. Such foreign currency translation losses were reclassified from the component of AOCI into earnings, reflected in impairment and other charges in the consolidated statement of operations. |
Business Segments
Business Segments | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Business Segments | 8. Business Segments Operating results by reportable segment are as follows (in millions) : Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue: United States $ 435 $ 312 $ 1,177 $ 860 Canada 86 68 240 177 International 56 59 172 163 Total revenue $ 577 $ 439 $ 1,589 $ 1,200 Operating profit (loss): United States $ 31 $ 4 $ 77 $ ( 12 ) Canada 10 5 23 11 International 3 1 ( 4 ) 3 Total operating profit $ 44 $ 10 $ 96 $ 2 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The effective tax rates for the three and nine months ended September 30, 2022, were 6.8 % and 7.6 % , respectively, compared to 29.7 % and ( 117.1 %) , respectively, for the corresponding periods of 2021. In general, the effective tax rate differs from the U.S. statutory rate due to recurring items, such as differing tax rates on income earned in foreign jurisdictions, nondeductible expenses, state income taxes and the change in valuation allowance recorded against deferred tax assets. For the three and nine months ended September 30, 2022, the effective tax rate was primarily driven by the recognition of tax expense from earnings in Canada offset by current year realization of deferred tax assets and corresponding release of valuation allowance in the U.S. For the nine months ended September 30, 2022, the effective tax rate was also impacted by impairment charges incurred as a result of substantially completing the liquidation of certain foreign subsidiaries with no associated tax benefit. The current geopolitical conditions and the COVID-19 pandemic have had an impact on the global supply chain and create continuing uncertainty in the Company’s short-term results. Consequently, the Company is continuing to rely on the discrete-period method for calculating its interim period tax provision for the three and nine months ended September 30, 2022. The Company will evaluate its use of this method each quarter until such time as a return to the annualized estimated effective tax rate method is deemed appropriate. The Company is subject to taxation in the U.S., various states and foreign jurisdictions. The Company has significant operations in the U.S. and Canada and to a lesser extent in various other international jurisdictions. Tax years that remain subject to examination vary by legal entity but are generally open in the U.S. for the tax years ending after 2018 and outside the U.S. for the tax years ending after 2016. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | 10. Earnings (Loss) Per Share For the three and nine months ended September 30, 2022, approximately 2 million and 3 million , respectively, of potentially dilutive shares were excluded from the computation of diluted earnings per share due to their antidilutive effect. For the three and nine months ended September 30, 2021, approximately 4 million and 5 million of potentially dilutive shares were excluded from the computation of diluted earnings per share due to their antidilutive effect or the Company recognizing a net loss. Basic and diluted earnings (loss) per share are as follows (in millions, except share data) : Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net income (loss) attributable to NOW Inc. $ 40 $ 5 $ 96 $ ( 7 ) Less: net income attributable to participating securities ( 1 ) — ( 1 ) — Net income (loss) attributable to NOW Inc. stockholders $ 39 $ 5 $ 95 $ ( 7 ) Denominator: Weighted average basic common shares outstanding 110,863,381 110,558,831 110,747,087 110,351,625 Effect of dilutive securities 569,398 71,857 363,754 — Weighted average diluted common shares outstanding 111,432,779 110,630,688 111,110,841 110,351,625 Earnings (loss) per share attributable to NOW Inc. stockholders: Basic $ 0.35 $ 0.05 $ 0.85 $ ( 0.06 ) Diluted $ 0.35 $ 0.05 $ 0.85 $ ( 0.06 ) Under ASC Topic 260, “Earnings Per Share”, the two-class method requires a portion of net income attributable to NOW Inc. to be allocated to participating securities, which are unvested awards of share-based payments with non-forfeitable rights to receive dividends or dividend equivalents, if declared. Net loss is not allocated to unvested awards in periods the Company determines that those shares are not obligated to participate in losses. For the periods that the Company recognized net income, net income allocated to these participating securities was excluded from net income attributable to NOW Inc. stockholders in the numerator of the earnings per share computation. |
Stock-based Compensation and Ou
Stock-based Compensation and Outstanding Awards | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation and Outstanding Awards | 11. Stock-based Compensation and Outstanding Awards For the nine months ended September 30, 2022, the Company granted 1,152,413 shares of restricted stock awards ("RSAs") and restricted stock units ("RSUs") with a weighted average fair value of $ 9.86 per share. In addition, the Company granted performance stock awards ("PSAs") to senior management employees with potential payouts varying from zero to 701,668 shares. The RSAs and RSUs vest on the first and third anniversary of the date of grant. The PSAs can be earned based on performance against established metrics over a three-year performance period. Stock-based compensation expense for the three and nine months ended September 30, 2022, totaled $ 3 million and $ 7 million , respectively, compared to $ 2 million and $ 6 million , respectively, for the corresponding periods of 2021. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies The Company is involved in various claims, regulatory agency audits and pending or threatened legal actions involving a variety of matters with entities such as suppliers, customers, parties to acquisitions and divestitures, government authorities and other external parties. The Company regularly reviews and records the estimated probable liability in an amount believed to be sufficient and continues to periodically reexamine the estimates of probable liabilities and any associated expenses to make appropriate adjustments to such estimates as necessary. These estimated liabilities are based on the Company’s assessment of the nature of these matters, their progress toward resolution, the advice of legal counsel and outside experts as well as management’s intention and past experience regarding the valuation of these claims. The Company has also assessed the potential for additional losses above the amounts accrued as well as potential losses for matters that are not probable but are reasonably possible. The total potential loss on these matters cannot be determined. While the Company has established estimates it believes to be reasonable under the facts known, the outcomes of litigation and similar disputes are often difficult to reliably predict and may result in decisions or settlements that are contrary to, or in excess of, the Company's expectations. The Company’s business is affected both directly and indirectly by governmental laws and regulations relating to the oilfield service industry in general, as well as by environmental and safety regulations that specifically apply to the Company’s business. Although the Company has not incurred material costs in connection with its compliance with such laws, there can be no assurance that other developments, such as new environmental laws, regulations and enforcement policies hereunder may not result in additional, presently unquantifiable costs or liabilities to the Company. The Company does not accrue for contingent losses that, in its judgment, are considered to be reasonably possible, but not probable. Estimating reasonably possible losses also requires the analysis of multiple possible outcomes that often depend on judgments about potential actions by third parties. The Company maintains credit arrangements with several banks providing for standby letters of credit, including bid and performance bonds, and other bonding requirements. As of September 30, 2022, the Company was contingently liable for approximately $ 13 million of outstanding standby letters of credit and surety bonds. The Company does not believe, based on historical experience and information currently available, that it is probable that any amounts will be required to be paid on those letters of credit and surety bonds. In 2021, the Company completed an acquisition which included a contingent consideration arrangement that required additional consideration to be paid based on the achievement of a specified performance target over the earn-out period of one year. The fair value of contingent consideration liability included in other current liabilities in the consolidated balance sheet as of December 31, 2021, was approximately $ 13 million. As of March 31, 2022, the earn-out period was completed and the Company calculated the contingent consideration threshold was not achieved. As a result, the Company recognized a benefit of approximately $ 13 million in other income (expense) in the consolidated statement of operations in the three months ended March 31, 2022. However, the Company is currently in disagreement with the sellers on certain aspects of the agreement. The Company does not believe at this time that resolution of the matter will have a material impact on its consolidated financial statements, but the final outcome has not been determined. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 13. Derivative Financial Instruments The Company is exposed to certain risks relating to its ongoing business operations. The Company has entered into certain financial derivative instruments to manage this risk. The derivative financial instruments the Company has entered into are forward exchange contracts which have terms of less than one year to economically hedge foreign currency exchange rate risk on recognized nonfunctional currency monetary accounts. The purpose of the Company’s foreign currency hedging activities is to economically hedge the Company’s risk from changes in the fair value of nonfunctional currency denominated monetary accounts. The Company records all derivative financial instruments at their fair value in its consolidated balance sheets. None of the derivative financial instruments that the Company holds are designated as either a fair value hedge or cash flow hedge and the gain or loss on the derivative instrument is recorded in earnings. The Company has determined that the fair value of its derivative financial instruments are computed using level 2 inputs (inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability) in the fair value hierarchy as the fair value is based on publicly available foreign exchange rates at each financial reporting date. As of September 30, 2022 and December 31, 2021 , the fair value of the Company’s foreign currency forward contracts totaled an asset of less than $ 1 million and a liability of less than $ 1 million in both periods. The Company's foreign currency forward contract assets were included in prepaid and other current assets in the consolidated balance sheets and the Company's foreign contract liabilities were included in other current liabilities in the consolidated balance sheets. For the three and nine months ended September 30, 2022 , the Company recorded a gain of less than $ 1 million and a loss of less than $ 1 million, respectively, related to changes in fair value. For the three and nine months ended September 30, 2021 , the Company recorded a loss of less than $ 1 million in both periods related to changes in fair value. All gains and losses were included in other income (expense) in the consolidated statements of operations. As of September 30, 2022 and December 31, 2021 , the notional principal associated with those contracts was $ 9 million in both periods. As of September 30, 2022, the Company’s financial instruments do not contain any credit-risk-related or other contingent features that could cause accelerated payments when the Company’s financial instruments are in net liability positions. The Company does not use derivative financial instruments for trading or speculative purposes. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | 14. Acquisitio n For the nine months ended September 30, 2022 , the Company completed an acquisition for a net purchase price consideration of approximately $ 21 million cash. The acquisition expands NOW's product offering in the U.S. Process Solutions reporting unit. The Company completed its preliminary valuations as of the acquisition date of the acquired net assets and recognized goodwill of $ 12 million and intangible assets of $ 4 million in the United States segment, which are subject to change. If additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), the Company will refine its estimate of fair value to allocate the purchase price more accurately; any such revisions are not expected to be significant. All of the goodwill is expected to be deductible for income tax purposes. The Company has not presented supplemental pro forma information because the acquired operations did not materially impact the Company’s consolidated operating results. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations NOW Inc. (“NOW” or the “Company”) is a holding company headquartered in Houston, Texas that was incorporated in Delaware on November 22, 2013. NOW operates primarily under the DistributionNOW and DNOW brands. NOW is a global distributor of energy products as well as products for industrial applications through its locations in the United States (“U.S.”), Canada and internationally which are geographically positioned to serve the energy and industrial markets in approximately 80 countries. Additionally, through the Company’s growing DigitalNOW ® platform, customers can leverage world-class technology across ecommerce, data management and supply chain optimization applications to solve a wide array of complex operational and product sourcing challenges to assist in maximizing their return on assets. The Company’s energy product offering is consumed throughout all sectors of the energy industry – from upstream drilling and completion, exploration and production, midstream infrastructure development to downstream petroleum refining and petrochemicals – as well as in other industries, such as chemical processing, mining, utilities and renewables. The industrial distribution end markets include engineering and construction firms that perform capital and maintenance projects for their end user clients. NOW also provides supply chain and materials management solutions to the same markets where the Company sells products. NOW’s supplier network consists of thousands of vendors in approximately 40 countries. |
Basis of Presentation | Basis of Presentation The unaudited consolidated financial information included in this report has been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and Article 10 of SEC Regulation S-X. All significant intercompany transactions and accounts have been eliminated. Variable interest entities for which the Company is the primary beneficiary are fully consolidated with the equity held by the outside stockholders and their portion of net income (loss) reflected as noncontrolling interest in the accompanying consolidated financial statements. The principles for interim financial information do not require the inclusion of all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the financial statements included in the Company’s most recent Annual Report on Form 10-K. In the opinion of the Company’s management, the consolidated financial statements include all adjustments, all of which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods. The results of operations for the three and nine months ended September 30, 2022, are not necessarily indicative of the results to be expected for the full year. Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation. These reclassifications have no effect on previously reported results of operations. See Note 6 “Stockholders' Equity” for additional information. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported and contingent amounts of assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, receivables and payables approximated fair value because of the relatively short maturity of these instruments. Cash equivalents include only those investments having a maturity date of three months or less at the time of purchase. See Note 13 “Derivative Financial Instruments” for the fair value of derivative financial instruments. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848), which provides optional expedients and exceptions to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. Entities that elect the relief are required to disclose the nature of the optional expedients and exceptions that are adopted and the reasons for the adoptions. The guidance is effective upon issuance and the expedients and exceptions may be applied prospectively through December 31, 2022. The Company does not expect the adoption of this standard to have a material effect on its consolidated financial statements. |
Accumulated Other Comprehensive Income (Loss) | The Company’s reporting currency is the U.S. dollar. A majority of the Company’s international entities in which there is a substantial investment have the local currency as their functional currency. As a result, foreign currency translation adjustments resulting from the process of translating the entities’ financial statements into the reporting currency are reported in other comprehensive income or loss in accordance with ASC Topic 830, “Foreign Currency Matters.” |
Revenue Recognition | The Company’s primary source of revenue is the sale of energy products and an extensive selection of products for industrial applications based upon purchase orders or contracts with customers. The majority of revenue is recognized at a point in time once the Company has determined that the customer has obtained control over the product. Control is typically deemed to have been transferred to the customer when the product is shipped, delivered or picked up by the customer. The Company does not grant extended payment terms. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to proper government authorities. Shipping and handling costs for product shipments occur prior to the customer obtaining control of the goods and are recorded in cost of products. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for products sold. Revenue is recorded at the transaction price net of estimates of variable consideration, which may include product returns, trade discounts and allowances. The Company accrues for variable consideration using the expected value method. Estimates of variable consideration are included in revenue to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. See Note 8 “Business Segments” for disaggregation of revenue by reporting segments. The Company believes this disaggregation best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. |
Remaining Performance Obligations | Remaining Performance Obligations Remaining performance obligations represent the transaction price of firm orders for which work has not been performed on contracts with an original expected duration of more than one year. The Company’s contracts are predominantly short-term in nature with a contract term of one year or less. For those contracts, the Company has utilized the practical expedient in Accounting Standards Codification (“ASC”) Topic 606 exempting the Company from disclosure of the transaction price allocated to remaining performance obligations when the performance obligation is part of a contract that has an original expected duration of one year or less. |
Receivables | Receivables Receivables are recorded when the Company has an unconditional right to consideration. Receivables are recorded and carried at the original invoiced amount less the allowance for doubtful accounts (“AFDA”). The estimated AFDA reflects the Company’s immediate recognition of current expected credit losses by incorporating the historical loss experience, as well as current and future market conditions that are reasonably available. Judgments in the estimate of AFDA include global economic and business conditions, oil and gas industry and market conditions, customer’s financial conditions and accounts receivable past due. As of September 30, 2022 and December 31, 2021, AFDA totaled $ 25 million in both periods. |
Contract Assets and Liabilities | Contract Assets and Liabilities Contract assets primarily consist of retainage amounts held as a form of security by customers until the Company satisfies its remaining performance obligations. As of September 30, 2022 and December 31, 2021 , contract assets were $ 1 million for both periods and were included in receivables, net in the consolidated balance sheets. The Company generally accounts for the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less; however, these expenses are not material. Contract liabilities primarily consist of deferred revenues recorded when customer payments are received or due in advance of satisfying performance obligations, including amounts which are refundable, and other accrued customer liabilities. Revenue recognition is deferred to a future period until the Company completes its obligations contractually agreed with customers. As of September 30, 2022 and December 31, 2021, contract liabilities were $ 23 million and $ 27 million , respectively, and were included in accrued liabilities in the consolidated balance sheets. For the nine months ended September 30, 2022 , the decrease in contract liabilities was primarily related to recognizing revenue of approximately $ 15 million that was deferred as of December 31, 2021, partially offset by net current year customer deposits of approximately $ 11 million. |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment consist of (in millions): Estimated September 30, 2022 December 31, 2021 Information technology assets 1 - 7 Years $ 48 $ 48 Operating equipment (1) 2 - 15 Years 129 129 Buildings and land (2) 5 - 35 Years 93 91 Construction in progress 3 3 Total property, plant and equipment 273 271 Less: accumulated depreciation ( 164 ) ( 160 ) Property, plant and equipment, net $ 109 $ 111 (1) Includes finance lease right-of-use assets . (2) Land has an indefinite life . |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Liabilities | Accrued liabilities consist of ( in millions ): September 30, 2022 December 31, 2021 Compensation and other related expenses $ 35 $ 35 Contract liabilities 23 27 Taxes (non-income) 13 12 Current portion of operating lease liabilities 12 15 Other 28 23 Total $ 111 $ 112 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) ("AOCI") (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Components of AOCI | The components of AOCI are as follows (in millions) : Foreign Currency Translation Adjustments Nine Months Ended September 30, 2022 2021 Beginning balance $ ( 147 ) $ ( 145 ) Other comprehensive income (loss) before reclassifications ( 18 ) ( 1 ) Amounts reclassified from accumulated other comprehensive income (loss) 10 — Net current-period other comprehensive income (loss) ( 8 ) ( 1 ) Ending balance $ ( 155 ) $ ( 146 ) |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Summary of Operating Results by Reportable Segment | Operating results by reportable segment are as follows (in millions) : Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue: United States $ 435 $ 312 $ 1,177 $ 860 Canada 86 68 240 177 International 56 59 172 163 Total revenue $ 577 $ 439 $ 1,589 $ 1,200 Operating profit (loss): United States $ 31 $ 4 $ 77 $ ( 12 ) Canada 10 5 23 11 International 3 1 ( 4 ) 3 Total operating profit $ 44 $ 10 $ 96 $ 2 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings (Loss) Per Share | Basic and diluted earnings (loss) per share are as follows (in millions, except share data) : Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net income (loss) attributable to NOW Inc. $ 40 $ 5 $ 96 $ ( 7 ) Less: net income attributable to participating securities ( 1 ) — ( 1 ) — Net income (loss) attributable to NOW Inc. stockholders $ 39 $ 5 $ 95 $ ( 7 ) Denominator: Weighted average basic common shares outstanding 110,863,381 110,558,831 110,747,087 110,351,625 Effect of dilutive securities 569,398 71,857 363,754 — Weighted average diluted common shares outstanding 111,432,779 110,630,688 111,110,841 110,351,625 Earnings (loss) per share attributable to NOW Inc. stockholders: Basic $ 0.35 $ 0.05 $ 0.85 $ ( 0.06 ) Diluted $ 0.35 $ 0.05 $ 0.85 $ ( 0.06 ) |
Organization and Basis of Pre_3
Organization and Basis of Presentation - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2022 GeographicMarket Country | |
Basis Of Presentation And Organization [Abstract] | |
Number of geographical area covered | GeographicMarket | 80 |
Number of countries distribution occur through vendors | Country | 40 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Allowance for doubtful accounts receivable | $ 25 | $ 25 |
Contract liabilities | 23 | 27 |
Deferred revenue | 15 | |
Decrease in contract liabilities for net customer deposits | 11 | |
Increase (Decrease) in Contract with Customer, Liability | 11 | |
Receivables Net [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Contract Assets | $ 1 | $ 1 |
Maximum [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Amortization period of revenue recognized | 1 year |
Property, Plant and Equipment_3
Property, Plant and Equipment, net - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 273 | $ 271 |
Less: accumulated depreciation | (164) | (160) |
Property, plant and equipment, net | 109 | 111 |
Information Technology Assets [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 48 | 48 |
Operating Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 129 | 129 |
Buildings and Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 93 | 91 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 3 | $ 3 |
Minimum [Member] | Information Technology Assets [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment estimated useful lives | 1 year | |
Minimum [Member] | Operating Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment estimated useful lives | 2 years | |
Minimum [Member] | Buildings [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment estimated useful lives | 5 years | |
Maximum [Member] | Information Technology Assets [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment estimated useful lives | 7 years | |
Maximum [Member] | Operating Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment estimated useful lives | 15 years | |
Maximum [Member] | Buildings [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment estimated useful lives | 35 years |
Property, Plant and Equipment_4
Property, Plant and Equipment, net - Summary of Property, Plant and Equipment (Parenthetical) (Detail) | 9 Months Ended |
Sep. 30, 2022 | |
Land [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Lives | indefinite life |
Accrued Liabilities - Summary o
Accrued Liabilities - Summary of Accrued Liabilities (Detail) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Compensation and other related expenses | $ 35 | $ 35 |
Contract liabilities | 23 | 27 |
Taxes (non-income) | 13 | 12 |
Current portion of operating lease liabilities | 12 | 15 |
Other | 28 | 23 |
Total | $ 111 | $ 112 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Dec. 14, 2021 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | ||
Agreement date | Dec. 14, 2021 | |
Senior secured revolving credit facility commitment | $ 500,000,000 | |
Increase in aggregate principal amount | $ 250,000,000 | |
Description of line of credit | The Company will be required to maintain a fixed charge coverage ratio of at least 1.00:1.00 as of the end of each fiscal quarter if excess availability under the Credit Facility falls below the greater of 10% of the borrowing base or $40 million. | |
Minimum amount of credit facility required to maintain coverage ratio percentage | 10% | |
Minimum amount of credit facility required to maintain coverage ratio | $ 25,000,000 | $ 40,000,000 |
Fixed charge coverage ratio | 100% | |
Euro currency rate loans member | ||
Debt Instrument [Line Items] | ||
Interest rate | 0.25% | |
Senior Secured Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit facility borrowings | 0 | |
Line of Credit Facility, Available Borrowing Capacity | $ 481,000,000 | |
Line Of credit Unused Capacity Percentage | 99% | |
Letters of credit | $ 4,000,000 | |
Casualty insurance, expiration month and year | 2023-06 | |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Unused portion of commitment fee range | 0.25% | |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Fixed charge coverage ratio | 150% | |
Unused portion of commitment fee range | 0.375% | |
Canadian Subsidiaries [Member] | ||
Debt Instrument [Line Items] | ||
Senior secured revolving credit facility commitment | $ 50,000,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Aug. 03, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||||
Number of shares authorized to purchase | $ 80,000,000 | |||||
Payments to repurchase common stock | $ 4,000,000 | $ 0 | ||||
Net income attributable to noncontrolling interest | $ 1,000,000 | $ 0 | 1,000,000 | 0 | ||
Current assets | 1,054,000,000 | 1,054,000,000 | $ 883,000,000 | |||
Current liabilities | 458,000,000 | $ 458,000,000 | 369,000,000 | |||
Middle East Member | ||||||
Class of Stock [Line Items] | ||||||
Interest in one VIE | 49% | |||||
Variable Interest Entities ("VIE") | ||||||
Class of Stock [Line Items] | ||||||
Noncontrolling interest | 1,000,000 | $ 1,000,000 | ||||
Net income attributable to noncontrolling interest | 1,000,000 | 1,000,000 | ||||
Current assets | 8,000,000 | 8,000,000 | 4,000,000 | |||
Current liabilities | $ 2,000,000 | $ 2,000,000 | $ 1,000,000 | |||
Variable Interest Entities ("VIE") | Maximum [Member] | ||||||
Class of Stock [Line Items] | ||||||
Net income attributable to noncontrolling interest | $ 1,000,000 | |||||
Treasury Stock Common Member | ||||||
Class of Stock [Line Items] | ||||||
Shares repurchased | 376,838 | |||||
Average price of stock repurchased | $ 10.33 | |||||
Payments to repurchase common stock | $ 4,000,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) ("AOCI") - Components of AOCI (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accumulated other comprehensive income (loss), Beginning balance | $ (147) | $ (147) | ||||||
Amounts reclassified from accumulated other comprehensive income (loss) | 10 | |||||||
Net current-period other comprehensive income (loss) | $ (11) | $ 1 | 2 | $ (4) | $ 2 | $ 1 | ||
Accumulated other comprehensive income (loss), Ending balance | (155) | (155) | ||||||
Accumulated Other Comprehensive Income (Loss) [Member] | ||||||||
Accumulated other comprehensive income (loss), Beginning balance | (147) | (145) | (147) | $ (145) | ||||
Other comprehensive income (loss) before reclassifications | (18) | (1) | ||||||
Amounts reclassified from accumulated other comprehensive income (loss) | 10 | |||||||
Net current-period other comprehensive income (loss) | (11) | $ 1 | $ 2 | (4) | $ 2 | $ 1 | (8) | (1) |
Accumulated other comprehensive income (loss), Ending balance | $ (155) | $ (146) | $ (155) | $ (146) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income (Loss) - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Statement of Comprehensive Income [Abstract] | |
Reclassification of foreign currency translation adjustments | $ 10 |
Business Segments - Summary of
Business Segments - Summary of Operating Results by Reportable Segment (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue: | ||||
Total revenue | $ 577 | $ 439 | $ 1,589 | $ 1,200 |
Operating profit (loss): | ||||
Total operating profit (loss) | 44 | 10 | 96 | 2 |
United States [Member] | ||||
Revenue: | ||||
Total revenue | 435 | 312 | 1,177 | 860 |
Operating profit (loss): | ||||
Total operating profit (loss) | 31 | 4 | 77 | (12) |
Canada [Member] | ||||
Revenue: | ||||
Total revenue | 86 | 68 | 240 | 177 |
Operating profit (loss): | ||||
Total operating profit (loss) | 10 | 5 | 23 | 11 |
International [Member] | ||||
Revenue: | ||||
Total revenue | 56 | 59 | 172 | 163 |
Operating profit (loss): | ||||
Total operating profit (loss) | $ 3 | $ 1 | $ (4) | $ 3 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rates | 6.80% | 29.70% | 7.60% | (117.10%) |
Earnings (Loss) Per Share - Add
Earnings (Loss) Per Share - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Antidilutive Securities excluded from Computation of Earnings Per Share | 2 | 4 | 3 | 5 |
Earnings (Loss) Per Share - Com
Earnings (Loss) Per Share - Computation of Basic and Diluted Earnings (Loss) Per Share (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net income (loss) attributable to NOW Inc | $ 40 | $ 5 | $ 96 | $ (7) |
Less: net income attributable to participating securities | (1) | 0 | (1) | 0 |
Net income (loss) attributable to NOW Inc stockholders | $ 39 | $ 5 | $ 95 | $ (7) |
Denominator: | ||||
Weighted average basic common shares outstanding | 110,863,381 | 110,558,831 | 110,747,087 | 110,351,625 |
Effect of dilutive securities | 569,398 | 71,857 | 363,754 | 0 |
Weighted average diluted common shares outstanding | 111,432,779 | 110,630,688 | 111,110,841 | 110,351,625 |
Basic | $ 0.35 | $ 0.05 | $ 0.85 | $ (0.06) |
Diluted | $ 0.35 | $ 0.05 | $ 0.85 | $ (0.06) |
Stock-based Compensation and _2
Stock-based Compensation and Outstanding Awards - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 3 | $ 2 | $ 7 | $ 6 |
Restricted Stock and Restricted Stock Units [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based awards, shares granted | 1,152,413 | |||
Weighted average grant date fair value, Granted | $ 9.86 | |||
Performance-base restricted stock [Member] | Minimum [Member] | Senior Management Employees [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based awards, shares granted | 0 | |||
Performance-base restricted stock [Member] | Maximum [Member] | Senior Management Employees [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based awards, shares granted | 701,668 | |||
Cumulative Shareholder Return Performance Stock Awards [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Performance based restricted stock awards goals over performance period | 3 years |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Contingent liability | $ 13 | ||
Fair value of contingent consideration | $ 13 | ||
Change in fair value of contingent consideration | $ 13 |
Derivative Financial Instrume_2
Derivative Financial Instruments - Additional Information (Detail) - Derivatives Not Designated as Hedging Instrument [Member] - Fair Value, Inputs, Level 2 [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Derivatives Fair Value [Line Items] | |||||
Foreign currency forward contracts, notional amount | $ 9 | $ 9 | $ 9 | ||
Other Expense [Member] | Maximum [Member] | |||||
Derivatives Fair Value [Line Items] | |||||
Foreign currency forward contracts, gain (loss) related to changes in fair value | 1 | $ 1 | 1 | $ 1 | |
Prepaid and Other Current Assets [Member] | Maximum [Member] | |||||
Derivatives Fair Value [Line Items] | |||||
Foreign currency forward contracts, assets | 1 | 1 | 1 | ||
Other Current Liabilities [Member] | Maximum [Member] | |||||
Derivatives Fair Value [Line Items] | |||||
Foreign currency forward contracts, liability | $ 1 | $ 1 | $ 1 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Business Combinations [Abstract] | |
Purchase price consideration in cash | $ 21 |
Intangible assets | 4 |
Goodwill | $ 12 |