Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 30, 2019 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
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 | 108,799,779 | |
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, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 113 | $ 116 |
Receivables, net | 466 | 482 |
Inventories, net | 548 | 602 |
Prepaid and other current assets | 21 | 19 |
Total current assets | 1,148 | 1,219 |
Property, plant and equipment, net | 117 | 106 |
Deferred income taxes | 2 | 2 |
Goodwill | 320 | 314 |
Intangibles, net | 133 | 144 |
Other assets | 70 | 10 |
Total assets | 1,790 | 1,795 |
Current liabilities: | ||
Accounts payable | 326 | 329 |
Accrued liabilities | 136 | 110 |
Other current liabilities | 8 | 2 |
Total current liabilities | 470 | 441 |
Long-term debt | 132 | |
Long-term operating lease liabilities | 36 | |
Deferred income taxes | 5 | 6 |
Other long-term liabilities | 12 | 2 |
Total liabilities | 523 | 581 |
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; 108,798,362 and 108,426,962 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively | 1 | 1 |
Additional paid-in capital | 2,045 | 2,034 |
Accumulated deficit | (636) | (678) |
Accumulated other comprehensive loss | (143) | (143) |
Total stockholders' equity | 1,267 | 1,214 |
Total liabilities and stockholders' equity | $ 1,790 | $ 1,795 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
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 | 108,798,362 | 108,426,962 |
Common stock, shares outstanding | 108,798,362 | 108,426,962 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 751 | $ 822 | $ 2,312 | $ 2,363 |
Operating expenses: | ||||
Cost of products | 601 | 654 | 1,851 | 1,890 |
Warehousing, selling and administrative | 136 | 142 | 407 | 422 |
Operating profit | 14 | 26 | 54 | 51 |
Other expense | (2) | (4) | (8) | (11) |
Income before income taxes | 12 | 22 | 46 | 40 |
Income tax provision | 2 | 2 | 4 | 4 |
Net income | $ 10 | $ 20 | $ 42 | $ 36 |
Earnings per share: | ||||
Basic earnings per common share | $ 0.09 | $ 0.18 | $ 0.38 | $ 0.33 |
Diluted earnings per common share | $ 0.09 | $ 0.18 | $ 0.38 | $ 0.33 |
Weighted-average common shares outstanding, basic | 108,796,947 | 108,402,136 | 108,702,139 | 108,252,926 |
Weighted-average common shares outstanding, diluted | 109,134,331 | 109,045,507 | 109,169,749 | 108,566,274 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income | $ 10 | $ 20 | $ 42 | $ 36 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (11) | 4 | (15) | |
Comprehensive income (loss) | $ (1) | $ 24 | $ 42 | $ 21 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 42 | $ 36 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 30 | 31 |
Deferred income taxes | (1) | (1) |
Stock-based compensation | 12 | 12 |
Provision for inventory | 12 | 8 |
Other, net | 22 | 4 |
Change in operating assets and liabilities, net of acquisitions: | ||
Receivables | 18 | (143) |
Inventories | 45 | (21) |
Prepaid and other current assets | (4) | (5) |
Accounts payable and accrued liabilities | (26) | 76 |
Other, net | 1 | |
Net cash provided by (used in) operating activities | 150 | (2) |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (7) | (5) |
Business acquisitions, net of cash acquired | (8) | |
Other, net | (2) | 2 |
Net cash provided by (used in) investing activities | (17) | (3) |
Cash flows from financing activities: | ||
Borrowings under the revolving credit facility | 218 | 441 |
Repayments under the revolving credit facility | (350) | (433) |
Other, net | (4) | (7) |
Net cash provided by (used in) financing activities | (136) | 1 |
Effect of exchange rates on cash and cash equivalents | (3) | |
Net change in cash and cash equivalents | (3) | (7) |
Cash and cash equivalents, beginning of period | 116 | 98 |
Cash and cash equivalents, end of period | 113 | $ 91 |
Supplemental disclosures of cash flow information: | ||
Accrued purchases of property, plant and equipment | $ 3 |
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] |
Beginning balance at Dec. 31, 2017 | $ 1,185 | $ 1 | $ 2,019 | $ (730) | $ (105) |
Net income | 2 | 2 | |||
Stock-based compensation | 4 | 4 | |||
Other comprehensive income (loss) | 1 | 1 | |||
Ending balance at Mar. 31, 2018 | 1,192 | 1 | 2,023 | (728) | (104) |
Beginning balance at Dec. 31, 2017 | 1,185 | 1 | 2,019 | (730) | (105) |
Net income | 36 | ||||
Ending balance at Sep. 30, 2018 | 1,217 | 1 | 2,030 | (694) | (120) |
Beginning balance at Mar. 31, 2018 | 1,192 | 1 | 2,023 | (728) | (104) |
Net income | 14 | 14 | |||
Stock-based compensation | 4 | 4 | |||
Shares withheld for taxes | (1) | (1) | |||
Other comprehensive income (loss) | (20) | (20) | |||
Ending balance at Jun. 30, 2018 | 1,189 | 1 | 2,026 | (714) | (124) |
Net income | 20 | 20 | |||
Stock-based compensation | 4 | 4 | |||
Other comprehensive income (loss) | 4 | 4 | |||
Ending balance at Sep. 30, 2018 | 1,217 | 1 | 2,030 | (694) | (120) |
Beginning balance at Dec. 31, 2018 | 1,214 | 1 | 2,034 | (678) | (143) |
Net income | 18 | 18 | |||
Stock-based compensation | 4 | 4 | |||
Exercise of stock options | 1 | 1 | |||
Shares withheld for taxes | (2) | (2) | |||
Other comprehensive income (loss) | 10 | 10 | |||
Ending balance at Mar. 31, 2019 | 1,245 | 1 | 2,037 | (660) | (133) |
Beginning balance at Dec. 31, 2018 | 1,214 | 1 | 2,034 | (678) | (143) |
Net income | 42 | ||||
Ending balance at Sep. 30, 2019 | 1,267 | 1 | 2,045 | (636) | (143) |
Beginning balance at Mar. 31, 2019 | 1,245 | 1 | 2,037 | (660) | (133) |
Net income | 14 | 14 | |||
Stock-based compensation | 4 | 4 | |||
Other comprehensive income (loss) | 1 | 1 | |||
Ending balance at Jun. 30, 2019 | 1,264 | 1 | 2,041 | (646) | (132) |
Net income | 10 | 10 | |||
Stock-based compensation | 4 | 4 | |||
Other comprehensive income (loss) | (11) | (11) | |||
Ending balance at Sep. 30, 2019 | $ 1,267 | $ 1 | $ 2,045 | $ (636) | $ (143) |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
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, exploration & production 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 and nine months ended September 30, 2019 are not 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 Recently Issued Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments In August 2018, the FASB issued ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement Recently Adopted Accounting Standards In February 2016, FASB issued ASU 2016-02, Leases Targeted Improvements historical lease classifications. The adoption of ASC 842 resulted in the recognition of $66 million of ROU assets, net of $1 million deferred rent, and $67 million of lease liabilities related to leases that were previously not required to be presented in the consolidated balance sheets. See Note 13 “Leases” for additional information. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2019 | |
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 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 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 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 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. 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, 2019, contract assets were approximately $2 million 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 been recognized is one year or less. These expenses were not material for Contract liabilities, included in accrued 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. The increase in contract liabilities for the nine months ended September 30, 2019 was primarily related to net customer deposits of approximately $20 million, partially offset by approximately $15 million of revenue that was deferred at December 31, 2018. |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 9 Months Ended |
Sep. 30, 2019 | |
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 September 30, 2019 December 31, 2018 Information technology assets 1-7 Years $ 46 $ 45 Operating equipment (1) 2-15 Years 109 92 Buildings and land (2) 5-35 Years 98 99 Construction in progress 7 — Total property, plant and equipment 260 236 Less: accumulated depreciation (143 ) (130 ) Property, plant and equipment, net $ 117 $ 106 (1) Includes finance lease right-of-use assets. (2) Land has an indefinite life . |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2019 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities | 4. Accrued Liabilities Accrued liabilities consist of (in millions): September 30, 2019 December 31, 2018 Compensation and other related expenses $ 37 $ 38 Contract liabilities 34 29 Taxes (non-income) 13 14 Current portion of operating lease liabilities 22 — Other 30 29 Total $ 136 $ 110 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | 5. Debt On April 30, 2018, the Company replaced its existing senior secured revolving credit facility and entered into a 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 five-year Credit Facility provides for a $750 million global revolving credit facility (with a letter of credit sub-facility of $60 million and a swing line sub-facility of 10% of the facility amount), of which up to $100 million is available for the Company’s Canadian subsidiaries and $40 million for the Company’s UK subsidiaries. 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 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 12.5% of the borrowing base or $60 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). 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 expense in the consolidated statements of operations. Availability under the Credit Facility is determined by a borrowing base comprised of eligible receivables and eligible inventory in the U.S and Canada. As of September 30, 2019, the Company had no borrowings against the Credit Facility and approximately $507 million in availability (as defined in the Credit Facility) resulting in the excess availability (as defined in the Credit Facility) of 98% subject to certain limitations. The Company is not obligated to pay back borrowings against the Credit Facility until the expiration The Company issued $8 million in letters of credit under the Credit Facility primarily for casualty insurance expiring in July 2020. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2019 | |
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, 2018 $ (143 ) Other comprehensive income — Balance at September 30, 2019 $ (143 ) 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.” |
Business Segments
Business Segments | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Business Segments | 7. Business Segments Operating results by reportable segment are as follows (in millions) Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Revenue: United States $ 567 $ 630 $ 1,772 $ 1,792 Canada 83 93 243 270 International 101 99 297 301 Total revenue $ 751 $ 822 $ 2,312 $ 2,363 Operating profit: United States $ 9 $ 21 $ 44 $ 40 Canada 4 5 7 10 International 1 — 3 1 Total operating profit $ 14 $ 26 $ 54 $ 51 Operating profit % of revenue: United States 1.6 % 3.3 % 2.5 % 2.2 % Canada 4.8 % 5.4 % 2.9 % 3.7 % International 1.0 % 0.0 % 1.0 % 0.3 % Total operating profit % 1.9 % 3.2 % 2.3 % 2.2 % |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes The effective tax rates for the three and nine months ended September 30, 2019 were 15.2% and 8.3%, respectively, compared to 11.7% and 10.7%, respectively, for the same periods in 2018. Compared to the U.S. statutory rate, the effective tax rate was impacted by recurring items, such as differing tax rates on income earned in certain foreign jurisdictions, nondeductible expenses, state income taxes and the change in valuation allowance recorded against deferred tax assets. Due to the continuing uncertainty in the Company’s industry, the Company continues to utilize the method of recording income taxes on a year-to-date effective tax rate for the three and nine months ended September 30, 2019. 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 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 2015 and outside the U.S. for the tax years ending after 2013. |
Earnings Per Share ("EPS")
Earnings Per Share ("EPS") | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share ("EPS") | 9. Earnings Per Share (“EPS”) For the three months ended September 30, 2019 and 2018, approximately 5 million and approximately 3 million, respectively, of potentially dilutive shares were excluded from the computation of diluted earnings per share due to their antidilutive effect. For the nine months ended September 30, 2019 and 2018, approximately 4 million and approximately 5 million, respectively, of potentially dilutive shares were excluded from the computation of diluted earnings per share due to their antidilutive effect. Basic and diluted earnings per share follows (in millions, except share data) Three Months Ended Nine Months Ended September 30, 2019 2018 2019 2018 Numerator: Net income attributable to the Company $ 10 $ 20 $ 42 $ 36 Less: net income attributable to participating securities — — — (1 ) Net income attributable to the Company's stockholders $ 10 $ 20 $ 42 $ 35 Denominator: Weighted average basic common shares outstanding 108,796,947 108,402,136 108,702,139 108,252,926 Effect of dilutive securities 337,384 643,371 467,610 313,348 Weighted average diluted common shares outstanding 109,134,331 109,045,507 109,169,749 108,566,274 Earnings per share attributable to the Company's stockholders: Basic $ 0.09 $ 0.18 $ 0.38 $ 0.33 Diluted $ 0.09 $ 0.18 $ 0.38 $ 0.33 Under ASC Topic 260, “Earnings 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 income attributable 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 | 9 Months Ended |
Sep. 30, 2019 | |
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 nine ended September 30 . In addition, the Company granted PSAs to senior management employees with potential payouts varying from zero . over a three-year period from RSUs vest on anniversary a three-year into three independent parts that are subject to separate performance : (i) one- of the PSAs have a Total Shareholder Return (“TSR”) metric, (ii) one-quarter of the PSAs have an EBITDA metric, and (iii) one-quarter 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 ROCE metric is determined by comparing the performance of the Company’s actual ROCE average for each of the three-years Stock-based compensation expense totaled $4 $12 the three and nine months ended September 30, |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
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. The Company maintains credit arrangements with several banks providing for short-term borrowing capacity, overdraft protection and other bonding requirements. As of September 30, 2019, the Company was contingently liable for approximately $12 million of outstanding standby letters of credit and surety bonds. The Company does not believe, based on historical experience and information currently |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2019 | |
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. As of September 30, 2019 and December 31, 2018, the fair value of the Company’s foreign currency forward contracts totaled an asset of less than $1 $1 For the three and nine months ended September 30, 2019, the Company recorded a loss of less than $1 As of September 30, 2019, 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. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | 13. Leases The Company leases certain facilities, vehicles and equipment. The Company determines if an arrangement contains a lease at contract inception and recognizes ROU assets and lease liabilities for leases with terms greater than twelve months. Leases with an initial term of twelve months or less are accounted for as short-term leases and are not recognized in the balance sheet. Operating fixed lease expenses and finance lease depreciation expense are recognized on a straight-line basis over the lease term. Variable lease payments which cannot be determined at the lease commencement date, such as reimbursement of lessor expenses, are not included in the ROU assets or lease liabilities. Many leases include both lease and non-lease components which are primarily related to management services provided by lessors for the underlying assets. The Company elected the practical expedient to account for lease and non-lease components as a single lease component for all leases as well as the practical expedient that allows the Company to carry forward the historical lease classifications. For all new and modified leases entered into after the adoption of ASC 842, the Company reassesses the lease classification and lease term on the effective date of modification. Lease term includes renewal periods if the Company is reasonably certain to exercise any renewal options per the lease contract. The Company’s leases do not contain any material residual value guarantees or restrictive covenants. The Company subleases certain real estate to third parties; however, this activity is not material. As most leases do not have readily determinable implicit rates, the Company estimates the incremental borrowing rates based on prevailing financial market conditions, comparable companies and credit analysis and management judgments to determine the present values of its lease payments. The Company also applies the portfolio approach to account for leases with similar terms. As of September 30, 2019, the weighted-average remaining lease terms were approximately 3 years for operating leases and 5 years for finance leases and the weighted-average discount rates were 6.0% for operating leases and 5.5% for finance leases. Supplemental balance sheet information (in millions) Classification September 30, 2019 Assets Operating Other assets $ 60 Finance Property, plant and equipment, net 14 Total ROU assets $ 74 Liabilities Current Operating Accrued liabilities $ 22 Finance Other current liabilities 6 Long-term Operating Long-term operating lease liabilities 36 Finance Other long-term liabilities 10 Total lease liabilities $ 74 Components of lease expense (in millions) Classification Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Operating lease cost (1) Warehousing, selling and administrative $ 8 $ 24 Finance lease ROU asset depreciation (2) Warehousing, selling and administrative 1 3 Short-term lease cost Warehousing, selling and administrative 2 5 Variable lease cost Warehousing, selling and administrative 1 3 (1) Included in other, net adjustment to reconcile net income to net cash provided by (used in) operating activities in the consolidated statement of cash flows. (2) Included in depreciation and amortization in the consolidated statement of cash flows. Interest on finance lease liabilities is less than $1 million. Supplemental cash flow information (in millions) Nine Months Ended September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 24 Financing cash flows from finance leases (1) 3 ROU assets obtained in exchange for new lease liabilities Operating 16 Finance 17 (1) Interest payments from finance lease liabilities is less than $1 million. Maturity of lease liabilities as of September 30, 2019 were as follows (in millions) Operating Lease Finance Lease 2019 $ 5 $ 2 2020 24 6 2021 16 5 2022 10 3 2023 6 — Thereafter 3 2 Total future lease payments 64 18 Less: interest (6 ) (2 ) Present value of lease liabilities $ 58 $ 16 |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | 14. Acquisitions During the three months ended June 30, 2019, the Company completed two acquisitions for a net purchase price consideration of approximately $8 million cash. These acquisitions expanded NOW’s market in the United States. The Company completed its preliminary valuations as of the acquisition date of the acquired net assets and recognized goodwill of $6 million and intangible assets of $2 million in the United States segment, which are subject to change. The full amount of goodwill recognized is expected to be deductible for income tax purposes. 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. Acquisition-related costs were less than $1 million for the nine months ended September 30, 2019. 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, 2019 | |
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, exploration & production 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 and nine months ended September 30, 2019 are not |
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 |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments In August 2018, the FASB issued ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In February 2016, FASB issued ASU 2016-02, Leases Targeted Improvements historical lease classifications. The adoption of ASC 842 resulted in the recognition of $66 million of ROU assets, net of $1 million deferred rent, and $67 million of lease liabilities related to leases that were previously not required to be presented in the consolidated balance sheets. See Note 13 “Leases” for additional information. |
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.” |
Leases | The Company leases certain facilities, vehicles and equipment. The Company determines if an arrangement contains a lease at contract inception and recognizes ROU assets and lease liabilities for leases with terms greater than twelve months. Leases with an initial term of twelve months or less are accounted for as short-term leases and are not recognized in the balance sheet. Operating fixed lease expenses and finance lease depreciation expense are recognized on a straight-line basis over the lease term. Variable lease payments which cannot be determined at the lease commencement date, such as reimbursement of lessor expenses, are not included in the ROU assets or lease liabilities. Many leases include both lease and non-lease components which are primarily related to management services provided by lessors for the underlying assets. The Company elected the practical expedient to account for lease and non-lease components as a single lease component for all leases as well as the practical expedient that allows the Company to carry forward the historical lease classifications. For all new and modified leases entered into after the adoption of ASC 842, the Company reassesses the lease classification and lease term on the effective date of modification. Lease term includes renewal periods if the Company is reasonably certain to exercise any renewal options per the lease contract. The Company’s leases do not contain any material residual value guarantees or restrictive covenants. The Company subleases certain real estate to third parties; however, this activity is not material. |
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 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 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 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 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. |
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, 2019, contract assets were approximately $2 million 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 been recognized is one year or less. These expenses were not material for Contract liabilities, included in accrued 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. The increase in contract liabilities for the nine months ended September 30, 2019 was primarily related to net customer deposits of approximately $20 million, partially offset by approximately $15 million of revenue that was deferred at December 31, 2018. |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property Plant And Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment consist of (in millions): Estimated Useful Lives September 30, 2019 December 31, 2018 Information technology assets 1-7 Years $ 46 $ 45 Operating equipment (1) 2-15 Years 109 92 Buildings and land (2) 5-35 Years 98 99 Construction in progress 7 — Total property, plant and equipment 260 236 Less: accumulated depreciation (143 ) (130 ) Property, plant and equipment, net $ 117 $ 106 (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, 2019 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Liabilities | Accrued liabilities consist of (in millions): September 30, 2019 December 31, 2018 Compensation and other related expenses $ 37 $ 38 Contract liabilities 34 29 Taxes (non-income) 13 14 Current portion of operating lease liabilities 22 — Other 30 29 Total $ 136 $ 110 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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, 2018 $ (143 ) Other comprehensive income — Balance at September 30, 2019 $ (143 ) |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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, 2019 2018 2019 2018 Revenue: United States $ 567 $ 630 $ 1,772 $ 1,792 Canada 83 93 243 270 International 101 99 297 301 Total revenue $ 751 $ 822 $ 2,312 $ 2,363 Operating profit: United States $ 9 $ 21 $ 44 $ 40 Canada 4 5 7 10 International 1 — 3 1 Total operating profit $ 14 $ 26 $ 54 $ 51 Operating profit % of revenue: United States 1.6 % 3.3 % 2.5 % 2.2 % Canada 4.8 % 5.4 % 2.9 % 3.7 % International 1.0 % 0.0 % 1.0 % 0.3 % Total operating profit % 1.9 % 3.2 % 2.3 % 2.2 % |
Earnings Per Share ("EPS") (Tab
Earnings Per Share ("EPS") (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | Basic and diluted earnings per share follows (in millions, except share data) Three Months Ended Nine Months Ended September 30, 2019 2018 2019 2018 Numerator: Net income attributable to the Company $ 10 $ 20 $ 42 $ 36 Less: net income attributable to participating securities — — — (1 ) Net income attributable to the Company's stockholders $ 10 $ 20 $ 42 $ 35 Denominator: Weighted average basic common shares outstanding 108,796,947 108,402,136 108,702,139 108,252,926 Effect of dilutive securities 337,384 643,371 467,610 313,348 Weighted average diluted common shares outstanding 109,134,331 109,045,507 109,169,749 108,566,274 Earnings per share attributable to the Company's stockholders: Basic $ 0.09 $ 0.18 $ 0.38 $ 0.33 Diluted $ 0.09 $ 0.18 $ 0.38 $ 0.33 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information | Supplemental balance sheet information (in millions) Classification September 30, 2019 Assets Operating Other assets $ 60 Finance Property, plant and equipment, net 14 Total ROU assets $ 74 Liabilities Current Operating Accrued liabilities $ 22 Finance Other current liabilities 6 Long-term Operating Long-term operating lease liabilities 36 Finance Other long-term liabilities 10 Total lease liabilities $ 74 |
Components of Lease Expense | Components of lease expense (in millions) Classification Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Operating lease cost (1) Warehousing, selling and administrative $ 8 $ 24 Finance lease ROU asset depreciation (2) Warehousing, selling and administrative 1 3 Short-term lease cost Warehousing, selling and administrative 2 5 Variable lease cost Warehousing, selling and administrative 1 3 (1) Included in other, net adjustment to reconcile net income to net cash provided by (used in) operating activities in the consolidated statement of cash flows. (2) Included in depreciation and amortization in the consolidated statement of cash flows. Interest on finance lease liabilities is less than $1 million. |
Supplemental Cash Flow Information | Supplemental cash flow information (in millions) Nine Months Ended September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 24 Financing cash flows from finance leases (1) 3 ROU assets obtained in exchange for new lease liabilities Operating 16 Finance 17 (1) Interest payments from finance lease liabilities is less than $1 million. |
Maturity of Lease Liabilities | Maturity of lease liabilities as of September 30, 2019 were as follows (in millions) Operating Lease Finance Lease 2019 $ 5 $ 2 2020 24 6 2021 16 5 2022 10 3 2023 6 — Thereafter 3 2 Total future lease payments 64 18 Less: interest (6 ) (2 ) Present value of lease liabilities $ 58 $ 16 |
Organization and Basis of Pre_3
Organization and Basis of Presentation - Additional Information (Detail) $ in Millions | 9 Months Ended | |
Sep. 30, 2019USD ($)GeographicMarketCountry | Jan. 01, 2019USD ($) | |
Basis Of Presentation And Organization [Line Items] | ||
Number of geographical area covered | GeographicMarket | 80 | |
Number of countries distribution occur through vendors | Country | 40 | |
Right-of-use assets net | $ 74 | |
Lease liabilites | $ 74 | |
ASC Topic 842 | ||
Basis Of Presentation And Organization [Line Items] | ||
Right-of-use assets net | $ 66 | |
Deferred rent | 1 | |
Lease liabilites | $ 67 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Disaggregation Of Revenue [Line Items] | ||
Deferred revenue | $ 15 | |
Increase in contract liabilities for net customer deposits | $ 20 | |
Receivables, Net [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Contract assets | $ 2 | |
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, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 260 | $ 236 |
Less: accumulated depreciation | (143) | (130) |
Property, plant and equipment, net | 117 | 106 |
Information Technology Assets [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 46 | 45 |
Operating Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 109 | 92 |
Buildings and Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 98 | $ 99 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 7 | |
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, 2019 | |
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, 2019 | Dec. 31, 2018 |
Payables And Accruals [Abstract] | ||
Compensation and other related expenses | $ 37 | $ 38 |
Contract liabilities | 34 | 29 |
Taxes (non-income) | 13 | 14 |
Current portion of operating lease liabilities | 22 | |
Other | 30 | 29 |
Total | $ 136 | $ 110 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Apr. 30, 2018 | Sep. 30, 2019 |
Debt Instrument [Line Items] | ||
Term of loan | 5 years | |
Agreement date | Apr. 30, 2018 | |
Senior secured revolving credit facility commitment | $ 750,000,000 | |
Sub-facility for letter of credit | $ 60,000,000 | |
Percentage of swing line sub facility | 10.00% | |
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 12.5% of the borrowing base or $60 million. | |
Minimum amount of credit facility required to maintain coverage ratio percentage | 12.50% | |
Minimum amount of credit facility required to maintain coverage ratio | $ 60,000,000 | |
Fixed charge coverage ratio | 100.00% | |
Senior Secured Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit facility borrowings | $ 0 | |
Line of Credit Facility, Available Borrowing Capacity | $ 507,000,000 | |
Line Of credit Unused Capacity Percentage | 98.00% | |
Letters of credit | $ 8,000,000 | |
Casualty insurance, expiration month and year | 2020-07 | |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Unused portion of commitment fee range | 0.25% | |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Unused portion of commitment fee range | 0.375% | |
Canadian Subsidiaries [Member] | ||
Debt Instrument [Line Items] | ||
Senior secured revolving credit facility commitment | $ 100,000,000 | |
UK Subsidiaries [Member] | ||
Debt Instrument [Line Items] | ||
Senior secured revolving credit facility commitment | $ 40,000,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Millions | 3 Months Ended | |||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | |
Accumulated other comprehensive income (loss), Beginning balance | $ (143) | |||||
Other comprehensive income | $ (11) | $ 1 | 10 | $ 4 | $ (20) | $ 1 |
Accumulated other comprehensive income (loss), Ending balance | (143) | |||||
Accumulated Other Comprehensive Income (Loss) [Member] | ||||||
Accumulated other comprehensive income (loss), Beginning balance | (143) | |||||
Other comprehensive income | (11) | $ 1 | $ 10 | $ 4 | $ (20) | $ 1 |
Accumulated other comprehensive income (loss), Ending balance | $ (143) |
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, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue: | ||||
Total revenue | $ 751 | $ 822 | $ 2,312 | $ 2,363 |
Operating profit: | ||||
Total operating loss | $ 14 | $ 26 | $ 54 | $ 51 |
Operating profit % of revenue: | ||||
Total operating profit % | 1.90% | 3.20% | 2.30% | 2.20% |
United States [Member] | ||||
Revenue: | ||||
Total revenue | $ 567 | $ 630 | $ 1,772 | $ 1,792 |
Operating profit: | ||||
Total operating loss | $ 9 | $ 21 | $ 44 | $ 40 |
Operating profit % of revenue: | ||||
Total operating profit % | 1.60% | 3.30% | 2.50% | 2.20% |
Canada [Member] | ||||
Revenue: | ||||
Total revenue | $ 83 | $ 93 | $ 243 | $ 270 |
Operating profit: | ||||
Total operating loss | $ 4 | $ 5 | $ 7 | $ 10 |
Operating profit % of revenue: | ||||
Total operating profit % | 4.80% | 5.40% | 2.90% | 3.70% |
International [Member] | ||||
Revenue: | ||||
Total revenue | $ 101 | $ 99 | $ 297 | $ 301 |
Operating profit: | ||||
Total operating loss | $ 1 | $ 3 | $ 1 | |
Operating profit % of revenue: | ||||
Total operating profit % | 1.00% | 0.00% | 1.00% | 0.30% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 15.20% | 11.70% | 8.30% | 10.70% |
Earnings Per Share ("EPS") - Ad
Earnings Per Share ("EPS") - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Antidilutive Securities excluded from Computation of Earnings Per Share | 5 | 3 | 4 | 5 |
Earnings Per Share ("EPS") - Co
Earnings Per Share ("EPS") - Computation of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Numerator: | ||||||||
Net income | $ 10 | $ 14 | $ 18 | $ 20 | $ 14 | $ 2 | $ 42 | $ 36 |
Less: net income attributable to participating securities | (1) | |||||||
Net income attributable to the Company's stockholders | $ 10 | $ 20 | $ 42 | $ 35 | ||||
Denominator: | ||||||||
Weighted-average common shares outstanding, basic | 108,796,947 | 108,402,136 | 108,702,139 | 108,252,926 | ||||
Effect of dilutive securities | 337,384 | 643,371 | 467,610 | 313,348 | ||||
Weighted average diluted common shares outstanding | 109,134,331 | 109,045,507 | 109,169,749 | 108,566,274 | ||||
Basic | $ 0.09 | $ 0.18 | $ 0.38 | $ 0.33 | ||||
Diluted | $ 0.09 | $ 0.18 | $ 0.38 | $ 0.33 |
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, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock option granted | 521,157 | |||
Weighted-average grant-date fair value of options granted | $ 6.02 | |||
Stock-based compensation expense | $ 4 | $ 4 | $ 12 | $ 12 |
Restricted Stock and Restricted Stock Units [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based awards, shares granted | 256,382 | |||
Weighted average grant date fair value, Granted | $ 14.99 | |||
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 | 331,372 | |||
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 | 50.00% | |||
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 | 25.00% | |||
Performance based restricted stock awards goals over performance period | 3 years | |||
Return on Capital Employed (ROCE) metric [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Performance based restricted stock awards granted in percent | 25.00% | |||
Performance based restricted stock awards goals over performance period | 3 years |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Sep. 30, 2019USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Contingent liability | $ 12 |
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, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Derivatives Fair Value [Line Items] | |||||
Foreign currency forward contracts, notional amount | $ 13 | $ 13 | $ 20 | ||
Other Expense [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 |
Leases - Additional Information
Leases - Additional Information (Detail) | Sep. 30, 2019 |
Leases [Abstract] | |
Operating lease weighted average remaining term | 3 years |
Finance lease weighted average remaining term | 5 years |
Operating lease weighted-average discount rates | 6.00% |
Finance lease weighted-average discount rates | 5.50% |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Detail) $ in Millions | Sep. 30, 2019USD ($) |
Assets And Liabilities Lessee [Abstract] | |
Operating lease, right-of-use assets | $ 60 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsMember |
Finance lease, right-of-use assets | $ 14 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentMember |
Total ROU assets | $ 74 |
Current operating lease liability | $ 22 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:AccruedLiabilitiesMember |
Current finance lease liability | $ 6 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:OtherCurrentLiabilitiesMember |
Long-term operating lease liabilities | $ 36 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | dnow:LongTermOperatingLeaseLiabilitiesMember |
Long-term finance lease liability | $ 10 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherNoncurrentLiabilitiesMember |
Total lease liabilities | $ 74 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Detail) - Warehousing, Selling and Administrative [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Lessee Lease Description [Line Items] | ||
Operating lease cost | $ 8 | $ 24 |
Finance lease ROU asset depreciation | 1 | 3 |
Short-term lease cost | 2 | 5 |
Variable lease cost | $ 1 | $ 3 |
Leases - Components of Lease _2
Leases - Components of Lease Expense (Parenthetical) (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Maximum [Member] | |
Lessee Lease Description [Line Items] | |
Interest on finance lease liabilities | $ 1 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows from operating leases | $ 24 |
Financing cash flows from finance leases | 3 |
ROU assets obtained in exchange for new lease liabilities | |
Operating | 16 |
Finance | $ 17 |
Leases - Supplemental Cash Fl_2
Leases - Supplemental Cash Flow Information (Parenthetical) (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Maximum [Member] | |
Lessee Lease Description [Line Items] | |
Interest payments from finance lease liabilities | $ 1 |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities (Detail) $ in Millions | Sep. 30, 2019USD ($) |
Operating Lease Liabilities, Payments Due [Abstract] | |
2019 | $ 5 |
2020 | 24 |
2021 | 16 |
2022 | 10 |
2023 | 6 |
Thereafter | 3 |
Total future lease payments | 64 |
Less: interest | (6) |
Present value of lease liabilities | 58 |
Finance Lease Liabilities, Payments, Due [Abstract] | |
2019 | 2 |
2020 | 6 |
2021 | 5 |
2022 | 3 |
2023 | 0 |
Thereafter | 2 |
Total future lease payments | 18 |
Less: interest | (2) |
Present value of lease liabilities | $ 16 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Millions | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2019USD ($)Acquisition | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) | |
Business Acquisition [Line Items] | |||
Goodwill | $ 320 | $ 314 | |
Two Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Number of acquisitions | Acquisition | 2 | ||
Purchase price consideration | $ 8 | ||
Goodwill | 6 | ||
Intangible assets | $ 2 | ||
Two Acquisitions [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition related costs | $ 1 |