Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 25, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | DNOW | |
Entity Registrant Name | NOW INC. | |
Entity Central Index Key | 1,599,617 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 108,141,139 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 80 | $ 98 |
Receivables, net | 496 | 423 |
Inventories, net | 609 | 590 |
Prepaid and other current assets | 21 | 18 |
Total current assets | 1,206 | 1,129 |
Property, plant and equipment, net | 114 | 119 |
Deferred income taxes | 2 | 2 |
Goodwill | 329 | 328 |
Intangibles, net | 162 | 166 |
Other assets | 5 | 5 |
Total assets | 1,818 | 1,749 |
Current liabilities: | ||
Accounts payable | 331 | 290 |
Accrued liabilities | 110 | 103 |
Other current liabilities | 2 | 1 |
Total current liabilities | 443 | 394 |
Long-term debt | 175 | 162 |
Deferred income taxes | 7 | 7 |
Other long-term liabilities | 1 | 1 |
Total liabilities | 626 | 564 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock—par value $0.01; 20 million shares authorized; no shares issued and outstanding | ||
Common stock - par value $0.01; 330 million shares authorized; 108,141,139 and 108,030,438 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 1 | 1 |
Additional paid-in capital | 2,023 | 2,019 |
Accumulated deficit | (728) | (730) |
Accumulated other comprehensive loss | (104) | (105) |
Total stockholders' equity | 1,192 | 1,185 |
Total liabilities and stockholders' equity | $ 1,818 | $ 1,749 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
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 | 108,141,139 | 108,030,438 |
Common stock, shares outstanding | 108,141,139 | 108,030,438 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue | $ 764 | $ 631 |
Operating expenses: | ||
Cost of products | 616 | 517 |
Warehousing, selling and administrative | 141 | 135 |
Operating profit (loss) | 7 | (21) |
Other expense | (4) | (2) |
Income (loss) before income taxes | 3 | (23) |
Income tax provision (benefit) | 1 | |
Net income (loss) | $ 2 | $ (23) |
Earnings (loss) per share: | ||
Basic earnings (loss) per common share | $ 0.02 | $ (0.21) |
Diluted earnings (loss) per common share | $ 0.02 | $ (0.21) |
Weighted-average common shares outstanding, basic | 108,074,718 | 107,550,846 |
Weighted-average common shares outstanding, diluted | 108,172,759 | 107,550,846 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net income (loss) | $ 2 | $ (23) |
Other comprehensive income: | ||
Foreign currency translation adjustments | 1 | 10 |
Comprehensive income (loss) | $ 3 | $ (13) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 2 | $ (23) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 11 | 13 |
Deferred income taxes | (2) | |
Stock-based compensation | 4 | 6 |
Provision for doubtful accounts | 1 | (1) |
Provision for inventory | 2 | 5 |
Change in operating assets and liabilities, net of acquisitions: | ||
Receivables | (74) | (53) |
Inventories | (22) | (11) |
Prepaid and other current assets | (3) | (4) |
Accounts payable and accrued liabilities | 48 | 52 |
Income taxes receivable, net | 1 | (1) |
Other assets / liabilities, net | (2) | |
Net cash used in operating activities | (30) | (21) |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (1) | (1) |
Business acquisitions, net of cash acquired | (3) | |
Other, net | 2 | |
Net cash used in investing activities | (1) | (2) |
Cash flows from financing activities: | ||
Borrowing under the revolving credit facility | 85 | 59 |
Repayments under the revolving credit facility | (72) | (42) |
Other | (1) | |
Net cash provided by financing activities | 13 | 16 |
Effect of exchange rates on cash and cash equivalents | 3 | |
Net change in cash and cash equivalents | (18) | (4) |
Cash and cash equivalents, beginning of period | 98 | 106 |
Cash and cash equivalents, end of period | $ 80 | $ 102 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
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 Wilson Export brands. NOW is a global distributor of energy products as well as products for industrial applications through its locations in the U.S., Canada and internationally which are geographically positioned to serve the energy and industrial markets in over 80 countries. NOW’s energy product offerings are used in the oil and gas industry including upstream drilling and completion, exploration and production, midstream infrastructure development and downstream petroleum refining – as well as in other industries, such as chemical processing, power generation and industrial manufacturing operations. The industrial distribution portion of NOW’s business targets a diverse range of manufacturing and other facilities across numerous industries and end markets. NOW also provides supply chain management to drilling contractors, E&P operators, midstream operators, downstream energy and industrial manufacturing companies. NOW’s supplier network consists of thousands of vendors in approximately 40 countries. Basis of Presentation All significant intercompany transactions and accounts have been eliminated. 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. 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 months ended March 31, 2018 are not necessarily indicative of the results to be expected for the full year. 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. Reclassification 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. 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 12 “Derivative Financial Instruments” for the fair value of derivative financial instruments. Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments Recently Adopted Accounting Standards In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Revenue Recognition revenue policies. In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost In March 2018, the FASB issued ASU No. 2018-05, Income Taxes: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 , |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 2. Revenue Adoption of ASC Topic 606, Revenue from Contracts with Customers On January 1, 2018, the Company adopted ASC Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, while prior period amounts were not adjusted and continue to be reported in accordance with ASC Topic 605, “Revenue Recognition”. The adoption of ASC Topic 606 resulted in $ 5 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 governmental authorities. Shipping and handling costs for product shipments occur prior to the customer obtaining control of the goods, and are recorded in cost of sales. 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 7 “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 one year or more. 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 ASC Topic 606 exempting the Company from disclosure of the transaction price allocated to remaining performance obligations if 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. 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. These assets were de minimis for the three months ended March 31, 2018 and were included in receivables, net in the consolidated balance sheets. The Company applied the practical expedient to recognize 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. The costs expensed were not material for the three months ended March 31, 2018. Contract liabilities primarily consist of deferred revenues recorded when cash payments are received or due in advance of the satisfaction of performance obligations, including amounts which are refundable, and accrued customer liabilities. Revenue recognition is deferred to a future period when the Company performs its obligations under contracts with customers. The increase in contract liabilities for the three months ended March 31, 2018 for customer deposits was approximately $18 million, partially offset by approximately $8 million in revenue recognized which was included in deferred revenue at the beginning of the period. |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 3 Months Ended |
Mar. 31, 2018 | |
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 Useful Lives March 31, 2018 December 31, 2017 Information technology assets 1-7 Years $ 48 $ 48 Operating equipment 2-15 Years 92 93 Buildings and land (1) 5-35 Years 98 97 Total property, plant and equipment 238 238 Less: accumulated depreciation (124 ) (119 ) Property, plant and equipment, net $ 114 $ 119 (1) Land has an indefinite life . |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities | 4. Accrued Liabilities Accrued liabilities consist of (in millions): March 31, 2018 December 31, 2017 Compensation and other related expenses $ 33 $ 36 Contract liabilities (1) 33 19 Taxes (non-income) 12 15 Other 32 33 Total $ 110 $ 103 (1) Previously shown as customer credits and prepayments. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | 5. Debt On January 20, 2016, the Company entered into an amendment (the “Amendment”) to its credit facility dated as of April 18, 2014 (the “Credit Agreement”). The Amendment, among other things, (i) suspends, until the Company elects otherwise, the Credit Agreement’s minimum interest coverage ratio effective as of December 30, 2015, (ii) adds a minimum asset coverage ratio (as defined in the Credit Agreement), which requires that the ratio of the value of the Company’s eligible assets (value of qualified cash, eligible inventory and eligible accounts receivable) to the amount of its outstanding obligations under the Credit Agreement is no less than 1.50 to 1.00, (iii) reduces the maximum capitalization ratio (as defined in the Credit Agreement) from 50% to 45%, (iv) increases the applicable interest margin on current borrowings by 75 basis points and the current commitment fee by 5 basis points and (v) reduces sub-facilities for standby letters of credit and swingline loans to $40 million and $25 million, respectively. In connection with the Amendment, the Company also entered into a Security Agreement dated as of January 20, 2016 (the “Security Agreement”) pursuant to which it granted the lenders under the Credit Agreement customary security interests in substantially all of the Company’s U.S. assets and in approximately 65% of the equity interests of the Company’s first-tier foreign subsidiaries. As of March 31, 2018, the Company had borrowed $175 million against its senior secured revolving credit facility, and had $452 million in availability (as defined in the Credit Agreement) resulting in the excess availability (as defined in the Credit Agreement) of 71%, subject to certain restrictions. Borrowings that result in the excess availability dropping below 25% are conditioned upon compliance with or waiver of a minimum fixed charge ratio (as defined in the Credit Agreement). The Company was not obligated to pay back the borrowing against the senior secured revolving credit facility until the expiration date of April 18, 2019, as such the outstanding borrowing is classified as long term. As of March 31, 2018, the Company was in compliance with all financial covenants in the credit facility. Total commitments under the amended credit facility are $750 million and the amended credit facility includes a $250 million accordion feature, subject to certain conditions. At March 31, 2018, the Company issued $6 million in letters of credit under its senior revolving credit facility, primarily for casualty insurance expiring in July 2018. On April 30, 2018, the Company replaced its existing senior secured revolving credit facility and entered into a new senior secured revolving credit facility (the “Credit Facility”) with a syndicate of lenders, with Wells Fargo Bank, National Association, serving as the administrative agent. The Credit Facility provides for a $750 million global revolving credit facility, with potential to further increase the Credit Facility to up to $1.0 billion. The Credit Facility matures in April 2023, unless extended. Availability under the Credit Facility is determined by a borrowing base comprised of eligible receivables and eligible inventory. The obligations are secured by substantially all the assets of NOW Inc. The fixed charge coverage ratio covenant in the Revolving Facility applies only if availability under the Credit Facility is less than a certain threshold. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 6. Accumulated Other Comprehensive Income (Loss) The components of accumulated other comprehensive income (loss) are as follows (in millions) Foreign Currency Translation Adjustments Balance at December 31, 2017 $ (105 ) Other comprehensive income 1 Balance at March 31, 2018 $ (104 ) 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 in accordance with ASC Topic 830, “Foreign Currency Matters.” |
Business Segments
Business Segments | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Business Segments | 7. Business Segments Operating results by reportable segment are as follows (in millions) Three Months Ended March 31, 2018 2017 Revenue: United States $ 562 $ 439 Canada 102 96 International 100 96 Total revenue $ 764 $ 631 Operating profit (loss): United States $ 3 $ (26 ) Canada 4 3 International — 2 Total operating profit (loss) $ 7 $ (21 ) Operating profit (loss) % of revenue: United States 0.5 % (5.9 %) Canada 3.9 % 3.1 % International 0.0 % 2.1 % Total operating profit (loss) % 0.9 % (3.3 %) |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes On May 1, 2014, the National Oilwell Varco, Inc. (“NOV”) Board of Directors approved the Spin-Off (the “Spin-Off” or “Separation”) of its distribution business into an independent, publicly traded company named NOW Inc. In connection with the Separation, the Company and NOV entered into a Tax Matters Agreement, dated as of May 29, 2014 (the “Tax Matters Agreement”). The Tax Matters Agreement sets forth the Company and NOV’s rights and obligations related to the allocation of federal, state, local and foreign taxes for periods before and after the Spin-Off, as well as taxes attributable to the Spin-Off, and related matters such as the filing of tax returns and the conduct of IRS and other audits. Pursuant to the Tax Matters Agreement, NOV has prepared and filed the consolidated federal income tax return, and any other tax returns that include both NOV and the Company for all the liability periods ended on or prior to May 30, 2014. NOV will indemnify and hold harmless the Company for any income tax liability for periods before the Separation date. The Company will prepare and file all tax returns that include solely the Company for all taxable periods ending after that date. Settlements of tax payments between NOV and the Company were generally treated as contributions from or distributions to NOV in periods prior to the Separation date. The effective tax rate for the three months ended March March Provisional Amounts in the Effective Tax Rate The Tax Cuts and Jobs Act was enacted on December 22, 2017. The Tax Cuts and Jobs Act contains several tax law changes that will impact the Company in the current and future periods, including a reduction in the U.S. federal corporate tax rate from 35% to 21%, requiring companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, creating new taxes on certain foreign sourced earnings and changes to bonus depreciation, the deduction for executive compensation and interest expense. The Company is applying the guidance in SAB 118 when accounting for the enactment-date effects of the Tax Cuts and Jobs Act. At March 31, 2018, the Company has not completed its accounting for all of the tax effects of the Tax Cuts and Jobs Act; however, in certain cases, as described below, the Company has made a reasonable estimate of other effects. As further discussed below, during the three-month period ended March 31, 2018, the Company recognized adjustments of $9 million to the provisional amounts recorded at December 31, 2017 related to the one-time transition tax and the reduction in the corporate income tax rate. The Company will continue to refine its calculations as additional analysis is completed. The Company originally remeasured its U.S. deferred tax assets and liabilities and recorded a $69 million charge relating to the U.S. federal corporate income tax rate change, with a corresponding decrease to its valuation allowance of $69 million. Similarly, the Company originally recorded a $33 million charge for the one-time, mandatory transition tax on unremitted foreign earnings . Subsequent guidance was issued by the Treasury Department and Internal Revenue Service in Notice 2018-26 which clarifies that companies may elect out of using 2017 net operating losses when computing the one-time, mandatory transition tax. The Company refined its one-time mandatory transition tax calculation, and while the election does not impact the $33 million charge originally recorded, it results in the Company utilizing additional foreign tax credits and preserves the Company’s 2017 net operating loss. The Company remeasured its 2017 net operating loss deferred tax asset and recorded an additional charge of $9 million relating to the U.S. federal corporate income tax rate change with a corresponding decrease to its valuation allowance of $9 million. There was no net impact to the Company’s provision for income taxes related to this adjustment at March 31, 2018. The Tax Cuts and Jobs Act subjects a U.S. shareholder to current tax on Global Intangible Low Taxed Income (“GILTI”) earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5 Accounting for Global Intangible Low-Taxed Income The Tax Cuts and Jobs Act imposes a new Base Erosion and Anti-Abuse Tax (“BEAT”) on certain corporations that make base erosion payments to related foreign persons. The Company has evaluated the BEAT provisions and has concluded that its base erosion payments fall below the threshold, making it exempt from the BEAT. The Company will continue to evaluate the BEAT and provide for disclosure if it becomes subject to the BEAT in the future. To the extent penalties and interest would be assessed on any underpayment of income tax, such accrued amounts would be classified as a component of income tax provision (benefit) in the financial statements consistent with the Company’s policy. The Company is subject to taxation in the United States, various states and foreign jurisdictions. The Company has significant operations in the United States and Canada and to a lesser extent in various other international jurisdictions. Tax years that remain subject to examination by major tax jurisdictions vary by legal entity, but are generally open in the U.S. for the tax years ending after 2013 and outside the U.S. for the tax years ending after 2011. The Company is indemnified for any income tax exposures related to the periods prior to the Separation under the Tax Matters Agreement with NOV. |
Earnings Per Share (_EPS_)
Earnings Per Share (“EPS”) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share (“EPS”) | 9. Earnings Per Share (“EPS”) For the three months ended March 31, 2018, approximately 6 million of potentially dilutive shares were excluded from the computation of diluted earnings per share due to their antidilutive effect. For the three months ended March 31, 2017, approximately 8 million of potentially dilutive shares were excluded from the computation of diluted loss per share due to the Company recognizing a net loss for the period. Basic and diluted income (loss) per share follows (in millions, except share data) Three Months Ended March 31, 2018 2017 Numerator: Net income (loss) attributable to the Company's stockholders $ 2 $ (23 ) Denominator: Weighted average basic common shares outstanding 108,074,718 107,550,846 Effect of dilutive securities 98,041 — Weighted average diluted common shares outstanding 108,172,759 107,550,846 Earnings (loss) per share attributable to the Company's stockholders: Basic $ 0.02 $ (0.21 ) Diluted $ 0.02 $ (0.21 ) ASC Topic 260, “Earnings Per Share,” requires companies with unvested participating securities to utilize a two-class method for the computation of net income attributable to the Company per share. The two-class method requires a portion of net income attributable to the Company 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 losses are not allocated to nonvested shares in periods that the Company determines that those shares are not obligated to participate in losses. For the periods that the Company recognized net income, net income attributable to the Company allocated to these participating securities was excluded from net income attributable to the Company’s stockholders in the numerator of the earnings per share computation. |
Stock-based Compensation and Ou
Stock-based Compensation and Outstanding Awards | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation and Outstanding Awards | 10. Stock-based Compensation and Outstanding Awards The Company has a stock-based compensation plan known as the NOW Inc. Long-Term Incentive Plan (the “Plan”). Under the Plan, the Company’s employees are eligible to be granted stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and performance stock awards (“PSAs”). For the three months ended March 31, 2018, the Company granted 1,807,822 $3.95 287,209 $9.90 364,518 third : (i) one-third of the PSAs have a Total Shareholder Return (TSR) metric, (ii) one-third of the PSAs have an EBITDA metric, and (iii) one-third Performance against the TSR metric is determined by comparing the performance of the Company’s TSR with the TSR performance of designated peer companies for the three-year performance period. Performance against the EBITDA metric is determined by comparing the performance of the Company’s actual EBITDA average for each of the three-years of the performance period against the EBITDA metrics set by the Company’s Compensation Committee of the Board of Directors. Performance against the WC metric is determined by comparing the performance of the Company’s actual WC average for each of the three-years of the performance period against the WC metrics set by the Company’s Compensation Committee of the Board of Directors. Stock-based compensation expense totaled $ 4 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies The Company is involved in various claims, regulatory agency audits and pending or threatened legal actions involving a variety of matters. 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; however, in the Company’s opinion, any ultimate liability, to the extent not otherwise recorded or accrued for, will not materially affect the Company’s financial position, cash flow or results of operations. 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 experience. 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. NOW’s management currently estimates a range of loss for reasonably possible losses for which an estimate can be made is between zero and $ million in the international segment primarily attributable to accounts receivable with one customer. The Company has accrued its best estimate for loss as of March 31, 2018. Factors underlying this estimated range of loss may change from time to time, and actual results may vary significantly The Company maintains credit arrangements with several banks providing for short-term borrowing capacity, overdraft protection and other bonding requirements. As of March 31, 2018, these credit arrangements totaled approximately $ million, of which the Company was contingently liable for approximately $ million of outstanding standby letters of credit, including bid and performance related bonds and surety bonds. The Company does not believe, based on historical experience and information currently |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 12. Derivative Financial Instruments The Company is exposed to certain risks relating to its ongoing business operations. The primary risk managed by using derivative instruments is foreign currency exchange rate risk. 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 non-functional currency monetary accounts. The purpose of the Company’s foreign currency economic hedging activities is to economically hedge the Company’s risk from changes in the fair value of non-functional 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. At March 31, 2018 and March 31, 2017, the fair value of the Company’s foreign currency forward contracts totaled an asset of less than $1 million, included in prepaid and other current assets in the accompanying consolidated balance sheets; a liability of less than $1 million, included in other current liabilities in the accompanying consolidated balance sheets; and a gain of less than $1 million, included in other expense in the accompanying consolidated statements of operations. The notional principal associated with those contracts was $38 million and $26 million as of March 31, 2018 and March 31, 2017, respectively. As of March 31, 2018, 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. |
Organization and Basis of Pre19
Organization and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
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 Wilson Export brands. NOW is a global distributor of energy products as well as products for industrial applications through its locations in the U.S., Canada and internationally which are geographically positioned to serve the energy and industrial markets in over 80 countries. NOW’s energy product offerings are used in the oil and gas industry including upstream drilling and completion, exploration and production, midstream infrastructure development and downstream petroleum refining – as well as in other industries, such as chemical processing, power generation and industrial manufacturing operations. The industrial distribution portion of NOW’s business targets a diverse range of manufacturing and other facilities across numerous industries and end markets. NOW also provides supply chain management to drilling contractors, E&P operators, midstream operators, downstream energy and industrial manufacturing companies. NOW’s supplier network consists of thousands of vendors in approximately 40 countries. |
Basis of Presentation | Basis of Presentation All significant intercompany transactions and accounts have been eliminated. 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. 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 months ended March 31, 2018 are not necessarily indicative of the results to be expected for the full year. |
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. |
Reclassification | Reclassification 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. |
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 12 “Derivative Financial Instruments” for the fair value of derivative financial instruments. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Revenue Recognition revenue policies. In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost In March 2018, the FASB issued ASU No. 2018-05, Income Taxes: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 , |
Property, Plant and Equipment20
Property, Plant and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment consist of (in millions): Estimated Useful Lives March 31, 2018 December 31, 2017 Information technology assets 1-7 Years $ 48 $ 48 Operating equipment 2-15 Years 92 93 Buildings and land (1) 5-35 Years 98 97 Total property, plant and equipment 238 238 Less: accumulated depreciation (124 ) (119 ) Property, plant and equipment, net $ 114 $ 119 (1) Land has an indefinite life . |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Liabilities | Accrued liabilities consist of (in millions): March 31, 2018 December 31, 2017 Compensation and other related expenses $ 33 $ 36 Contract liabilities (1) 33 19 Taxes (non-income) 12 15 Other 32 33 Total $ 110 $ 103 (1) Previously shown as customer credits and prepayments. |
Accumulated Other Comprehensi22
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Income (Loss) | The components of accumulated other comprehensive income (loss) are as follows (in millions) Foreign Currency Translation Adjustments Balance at December 31, 2017 $ (105 ) Other comprehensive income 1 Balance at March 31, 2018 $ (104 ) |
Business Segments (Tables)
Business Segments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Summary of Operating Results by Reportable Segment | Operating results by reportable segment are as follows (in millions) Three Months Ended March 31, 2018 2017 Revenue: United States $ 562 $ 439 Canada 102 96 International 100 96 Total revenue $ 764 $ 631 Operating profit (loss): United States $ 3 $ (26 ) Canada 4 3 International — 2 Total operating profit (loss) $ 7 $ (21 ) Operating profit (loss) % of revenue: United States 0.5 % (5.9 %) Canada 3.9 % 3.1 % International 0.0 % 2.1 % Total operating profit (loss) % 0.9 % (3.3 %) |
Earnings Per Share (_EPS_) (Tab
Earnings Per Share (“EPS”) (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Income (Loss) Per Share | Basic and diluted income (loss) per share follows (in millions, except share data) Three Months Ended March 31, 2018 2017 Numerator: Net income (loss) attributable to the Company's stockholders $ 2 $ (23 ) Denominator: Weighted average basic common shares outstanding 108,074,718 107,550,846 Effect of dilutive securities 98,041 — Weighted average diluted common shares outstanding 108,172,759 107,550,846 Earnings (loss) per share attributable to the Company's stockholders: Basic $ 0.02 $ (0.21 ) Diluted $ 0.02 $ (0.21 ) |
Organization and Basis of Pre25
Organization and Basis of Presentation - Additional Information (Detail) | Nov. 22, 2013GeographicMarketVendorCountry | Mar. 31, 2018Pension_Plan |
Basis Of Presentation And Organization [Line Items] | ||
Number of geographical area covered | GeographicMarket | 80 | |
Number of vendors | Vendor | 1,000 | |
Number of countries distribution occur through vendors | Country | 40 | |
UK [Member] | ||
Basis Of Presentation And Organization [Line Items] | ||
Number of defined benefit plan | Pension_Plan | 2 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Disaggregation Of Revenue [Line Items] | ||
Increase in contract liabilies for customer deposits | $ 18 | |
Revenue recognized included in deferred revenue | $ 8 | |
Maximum [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Expected recognition period of revenue | 1 year | |
Amortization period of revenue recognized | 1 year | |
Accounting Standards Update 2014-09 [Member] | Receivables and Deferred Revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Additional receivables and deferred revenue related to recognition of receivables with unconditional right to payment | $ 5 |
Property, Plant and Equipment27
Property, Plant and Equipment, net - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 238 | $ 238 |
Less: accumulated depreciation | (124) | (119) |
Property, plant and equipment, net | 114 | 119 |
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 | 92 | 93 |
Buildings and Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 98 | $ 97 |
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 Equipment28
Property, Plant and Equipment, net - Summary of Property, Plant and Equipment (Parenthetical) (Detail) | 3 Months Ended |
Mar. 31, 2018 | |
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 | Mar. 31, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Compensation and other related expenses | $ 33 | $ 36 |
Contract liabilities | 33 | 19 |
Taxes (non-income) | 12 | 15 |
Other | 32 | 33 |
Total | $ 110 | $ 103 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Jan. 20, 2016 | Apr. 30, 2018 | Mar. 31, 2018 |
Debt Instrument [Line Items] | |||
Agreement date | Apr. 18, 2014 | ||
Minimum asset coverage ratio | 150.00% | ||
Maximum capitalization ratio | 45.00% | 50.00% | |
Base rate | 0.75% | ||
Percentage increase in commitment fee | 0.05% | ||
Percentage of equity in customary security interest | 65.00% | ||
Senior secured revolving credit facility commitment | $ 750,000,000 | ||
Line of Credit Facility, Expiration Date | Apr. 18, 2019 | ||
Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit covenant trigger percentage | 25.00% | ||
Standby Letters of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit facility borrowings | $ 40,000,000 | ||
Swing Line Loan [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit facility borrowings | $ 25,000,000 | ||
Senior Secured Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit facility borrowings | $ 175,000,000 | ||
Line of Credit Facility, Available Borrowing Capacity | $ 452,000,000 | ||
Line Of credit Unused Capacity Percentage | 71.00% | ||
Letters of credit | $ 6,000,000 | ||
Casualty insurance, expiration month and year | 2018-07 | ||
Senior Secured Revolving Credit Facility [Member] | Subsequent Event [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Available Borrowing Capacity | $ 1,000,000,000 | ||
Line of credit facility, maturity period | 2023-04 | ||
Accordion Debt [Member] | |||
Debt Instrument [Line Items] | |||
Senior secured revolving credit facility commitment | $ 250,000,000 |
Accumulated Other Comprehensi31
Accumulated Other Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Income (Loss) (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Accumulated other comprehensive income (loss), Beginning balance | $ (105) |
Accumulated other comprehensive income (loss), Ending balance | (104) |
Accumulated Other Comprehensive Income (Loss) [Member] | |
Accumulated other comprehensive income (loss), Beginning balance | (105) |
Other comprehensive income | 1 |
Accumulated other comprehensive income (loss), Ending balance | $ (104) |
Business Segments - Summary of
Business Segments - Summary of Operating Results by Reportable Segment (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue: | ||
Total revenue | $ 764 | $ 631 |
Operating profit (loss): | ||
Total operating loss | $ 7 | $ (21) |
Operating profit (loss) % of revenue: | ||
Total operating loss % | 0.90% | (3.30%) |
United States [Member] | ||
Revenue: | ||
Total revenue | $ 562 | $ 439 |
Operating profit (loss): | ||
Total operating loss | $ 3 | $ (26) |
Operating profit (loss) % of revenue: | ||
Total operating loss % | 0.50% | (5.90%) |
Canada [Member] | ||
Revenue: | ||
Total revenue | $ 102 | $ 96 |
Operating profit (loss): | ||
Total operating loss | $ 4 | $ 3 |
Operating profit (loss) % of revenue: | ||
Total operating loss % | 3.90% | 3.10% |
International [Member] | ||
Revenue: | ||
Total revenue | $ 100 | $ 96 |
Operating profit (loss): | ||
Total operating loss | $ 2 | |
Operating profit (loss) % of revenue: | ||
Total operating loss % | 0.00% | 2.10% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Schedule Of Income Tax [Line Items] | |||
Effective tax rate | 24.10% | 1.80% | |
U.S. federal corporate tax rate | 21.00% | 35.00% | |
Tax cuts and jobs act of 2017, Adjustments of provisional income tax expense | $ 9 | ||
Charge relating to change in U.S. federal corporate tax rate | 69 | ||
Change in valuation allowance | (69) | ||
Charge relating to one-time transition tax on unremitted foreign earnings | 33 | ||
Net operating loss deferred tax asset, additional charge | 9 | ||
Global intangible low taxed income provisions and recognized provisional tax expense | 1 | ||
Valuation Allowance,Net Operating Loss [Member] | |||
Schedule Of Income Tax [Line Items] | |||
Change in valuation allowance | $ (9) |
Earnings Per Share ("EPS") - Ad
Earnings Per Share ("EPS") - Additional Information (Detail) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Antidilutive Securities excluded from Computation of Earnings Per Share | 6,000,000 | 8,000,000 |
Earnings Per Share ("EPS") - Co
Earnings Per Share ("EPS") - Computation of Basic and Diluted Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Numerator: | ||
Net income (loss) attributable to the Company's stockholders | $ 2 | $ (23) |
Denominator: | ||
Weighted-average common shares outstanding, basic | 108,074,718 | 107,550,846 |
Effect of dilutive securities | 98,041 | |
Weighted-average common shares outstanding, diluted | 108,172,759 | 107,550,846 |
Basic | $ 0.02 | $ (0.21) |
Diluted | $ 0.02 | $ (0.21) |
Stock-based Compensation and 36
Stock-based Compensation and Outstanding Awards - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock option granted | 1,807,822 | |
Stock option granted, weighted average fair value | $ 3.95 | |
Stock-based compensation expense | $ 4 | $ 6 |
Restricted Stock and Restricted Stock Units [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based awards, shares granted | 287,209 | |
Stock based awards, shares granted, weighted average fair value | $ 9.90 | |
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 | 364,518 | |
Stock Options [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based awards, vested, number of years | 3 years | |
TSR metric [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Performance based restricted stock awards granted in percent | 33.33% | |
Performance based restricted stock awards goals over performance period | 3 years | |
EBITDA metric [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Performance based restricted stock awards granted in percent | 33.33% | |
Performance based restricted stock awards goals over performance period | 3 years | |
Working Capital (WC) metric [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Performance based restricted stock awards granted in percent | 33.33% | |
Performance based restricted stock awards goals over performance period | 3 years |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Mar. 31, 2018USD ($) |
Loss Contingencies [Line Items] | |
Credit arrangements | $ 35,000,000 |
Contingent liability | 9,000,000 |
Minimum [Member] | |
Loss Contingencies [Line Items] | |
Range of reasonably possible losses | 0 |
Maximum [Member] | |
Loss Contingencies [Line Items] | |
Range of reasonably possible losses | $ 15,000,000 |
Derivative Financial Instrume38
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 | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Derivatives Fair Value [Line Items] | ||
Foreign currency forward contracts, notional amount | $ 38 | $ 26 |
Other Expense [Member] | Maximum [Member] | ||
Derivatives Fair Value [Line Items] | ||
Foreign currency forward contracts, gain | 1 | 1 |
Prepaid and Other Current Assets [Member] | Maximum [Member] | ||
Derivatives Fair Value [Line Items] | ||
Foreign currency forward contracts, assets | 1 | 1 |
Other Current Liabilities [Member] | Maximum [Member] | ||
Derivatives Fair Value [Line Items] | ||
Foreign currency forward contracts, liability | $ 1 | $ 1 |