DNOW Inc

Previous wording

We are a global distributor to the oil and gas and industrial markets with a legacy of over 160 years. We operate primarily under the DNOW brand along with several affiliated brands operating in local or regional markets that are tied to prior acquisitions. Through a network of approximately 170 locations and approximately 2,675 employees worldwide, we offer a complementary suite of digital procurement channels that, in conjunction with our locations, provides products to the energy and industrial markets around the world.

Current wording

We are a global distributor to the oil and gas and industrial markets with a legacy of over 160 years. We operate primarily under the DNOW brand along with several affiliated brands operating in local or regional markets that are tied to prior acquisitions. Through a network of approximately 170 locations and approximately 2,625 employees worldwide, we offer a complementary suite of digital procurement channels that, in conjunction with our locations, provides products to the energy and industrial markets around the world.

Previous wording

The unaudited consolidated financial information included in this report has been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and Article 10 of SEC Regulation S-X. All significant intercompany transactions and accounts have been eliminated. Variable interest entities for which the Company is the primary beneficiary are fully consolidated with the equity held by the outside stockholders and their portion of net income (loss) reflected as noncontrolling interest in the accompanying consolidated financial statements. The principles for interim financial information do not require the inclusion of all the information and footnotes required by GAAP 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 our management, the consolidated financial statements include all adjustments, which are of a normal recurring nature unless disclosed otherwise, necessary for a fair presentation of the results for the interim periods. The results of operations for the three months ended March 31, 2024, are not necessarily indicative of the results to be expected for the full year.

Current wording

The unaudited consolidated financial information included in this report has been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and Article 10 of SEC Regulation S-X. All significant intercompany transactions and accounts have been eliminated. Variable interest entities for which the Company is the primary beneficiary are fully consolidated with the equity held by the outside stockholders and their portion of net income (loss) reflected as noncontrolling interest in the accompanying consolidated financial statements. The principles for interim financial information do not require the inclusion of all the information and footnotes required by GAAP 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 our management, the consolidated financial statements include all adjustments, which are of a normal recurring nature unless disclosed otherwise, necessary for a fair presentation of the results for the interim periods. The results of operations for the three and six months ended June 30, 2024, are not necessarily indicative of the results to be expected for the full year.

Previous wording

Our results are dependent on, among other factors, the level of worldwide oil and gas drilling and completions, well remediation activity, crude oil and natural gas prices, capital spending by oilfield service companies and drilling contractors, and the worldwide oil and gas inventory levels. Key industry indicators for the first quarter of 2024 and 2023 and the fourth quarter of 2023 include the following:

Current wording

Our results are dependent on, among other factors, the level of worldwide oil and gas drilling and completions, well remediation activity, crude oil and natural gas prices, capital spending by oilfield service companies and drilling contractors, and the worldwide oil and gas inventory levels. Key industry indicators for the second quarter of 2024 and 2023 and the first quarter of 2024 include the following:

Previous wording

The worldwide quarterly average rig count increased 1.5% (from 1,770 rigs to 1,797 rigs) and the U.S. increased 0.2% (from 622 rigs to 623 rigs) in the first quarter of 2024 compared to the fourth quarter of 2023. The average price per barrel of West Texas Intermediate Crude declined 1.1% (from $78.41 per barrel to $77.56 per barrel), and average natural gas prices declined 22.3% (from $2.74 per MMBtu to $2.13 per MMBtu) in the first quarter of 2024 compared to the fourth quarter of 2023. The average price per short ton of Hot-Rolled Coil increased 16.5% (from $825.45 per short ton to $961.95 per short ton) in the first quarter of 2024 compared to the fourth quarter of 2023. U.S. Wells Completed declined 10.5% (from 2,903 completion count to 2,597 completion count) in the first quarter of 2024 compared to the fourth quarter of 2023.

Current wording

The worldwide quarterly average rig count declined 5.2% (from 1,797 rigs to 1,703 rigs) and the U.S. declined 3.2% (from 623 rigs to 603 rigs) in the second quarter of 2024 compared to the first quarter of 2024. The average price per barrel of West Texas Intermediate Crude increased 5.4% (from $77.56 per barrel to $81.71 per barrel), and average natural gas prices declined 2.3% (from $2.13 per MMBtu to $2.08 per MMBtu) in the second quarter of 2024 compared to the first quarter of 2024. The average price per short ton of Hot-Rolled Coil declined 17.2% (from $961.95 per short ton to $796.03 per short ton) in the second quarter of 2024 compared to the first quarter of 2024. U.S. Wells Completed declined 4.0% (from 2,870 completion count to 2,756 completion count) in the second quarter of 2024 compared to the first quarter of 2024.

Previous wording

U.S. rig count at April 26, 2024 was 613 rigs, down 10 rigs from the first quarter 2024 average. The price for West Texas Intermediate Crude was $85.38 per barrel at April 26, 2024, up 10.1% from the first quarter 2024 average. The price for natural gas was $1.40 per MMBtu at April 26, 2024, down 34.3% from the first quarter 2024 average. The price for Hot-Rolled Coil was $842.00 per short ton at April 22, 2024, down 12.5% from the first quarter 2024 average.

Current wording

U.S. rig count at July 26, 2024 was 589 rigs, down 14 rigs from the second quarter 2024 average. The price for West Texas Intermediate Crude was $78.58 per barrel at July 26, 2024, down 3.8% from the second quarter 2024 average. The price for natural gas was $1.98 per MMBtu at July 26, 2024, down 4.8% from the second quarter 2024 average. The price for Hot-Rolled Coil was $664.00 per short ton at July 22, 2024, down 16.6% from the second quarter 2024 average.

Previous wording

For the three months ended March 31, 2024, the Company generated net income attributable to DNOW Inc. of $21 million on $563 million in revenue. For the three months ended March 31, 2024, revenue decreased $21 million or 3.6% and net income attributable to DNOW Inc. decreased $10 million, when compared to the corresponding period of 2023.

Current wording

For the three and six months ended June 30, 2024, the Company generated net income attributable to DNOW Inc. of $24 million and $45 million on $633 million and $1,196 million in revenue, respectively. For the three and six months ended June 30, 2024, revenue increased $39 million or 6.6% and $18 million or 1.5%, respectively, and net income attributable to DNOW Inc. declined $10 million and $20 million, respectively, when compared to the corresponding periods of 2023.

Previous wording

For the three months ended March 31, 2024, the Company generated an operating profit of $28 million compared to an operating profit of $35 million for the corresponding period of 2023.

Current wording

For the three and six months ended June 30, 2024, the Company generated an operating profit of $33 million and $61 million, respectively, compared to an operating profit of $36 million and $71 million, respectively, for the corresponding periods of 2023.

Previous wording

Our outlook for the Company remains tied to crude oil and natural gas commodity prices, global oil and gas drilling and completions activity, oil and gas spending, and global demand for oil, its refined petroleum products, crude oil, natural gas liquids and natural gas production and decline rates. Crude oil and natural gas prices as well as crude oil and natural gas storage levels are primary catalysts for determining customer activity and we expect global oil and gas demand to grow over the next several years. In recent years, oil prices have remained volatile due to various factors such as the impact of the COVID-19 pandemic, oil supply constraints, geopolitical instability, and concerns of a global recession. Economic uncertainty continues to drive commodity price volatility globally. Despite lower North American rig count resulting from enhancements in technology leading to increased rig efficiencies, we maintain a constructive outlook for our market. Amid these dynamics, we will continue to support our customers, optimize our operations, advance our strategic goals and manage the Company based on market conditions.

Current wording

Our outlook for the Company remains tied to crude oil and natural gas commodity prices, global oil and gas drilling and completions activity, oil and gas spending, and global demand for oil, its refined petroleum products, crude oil, natural gas liquids and natural gas production and decline rates. Crude oil and natural gas prices as well as crude oil and natural gas storage levels are primary catalysts for determining customer activity and we expect global oil and gas demand to grow over the next several years. In recent years, oil prices have remained volatile and economic uncertainty continues to drive commodity price volatility globally. Despite lower North American rig count resulting from enhancements in technology leading to increased rig efficiencies, we maintain a constructive outlook for our market. Amid these dynamics, we will continue to support our customers, optimize our operations, advance our strategic goals and manage the Company based on market conditions.

Previous wording

For the three months ended March 31, 2024, revenue was $435 million, an increase of $8 million or 1.9% when compared to the corresponding period of 2023. For the three months ended March 31, 2024, the increase was primarily driven by incremental revenue from an acquisition completed in the first quarter of 2024, partially offset by the weakening in U.S. drilling and completions activity.

Current wording

For the three and six months ended June 30, 2024, revenue was $512 million and $947 million, an increase of $56 million or 12.3% and $64 million or 7.2%, respectively, when compared to the corresponding periods of 2023. For the three and six months ended June 30, 2024, the increases were primarily driven by incremental revenue from an acquisition completed in the first quarter of 2024, partially offset by the weakening in U.S. drilling and completions activity.

Previous wording

For the three months ended March 31, 2024, the U.S. generated an operating profit of $23 million, flat when compared to the corresponding period of 2023. For the three months ended March 31, 2024, operating profit was flat primarily due to the increase in revenue discussed above offset by an increase in expenses related to an acquisition completed in the first quarter of 2024.

Current wording

For the three and six months ended June 30, 2024, the U.S. generated an operating profit of $28 million and $51 million, both relatively flat, when compared to the corresponding periods of 2023. For the three and six months ended June 30, 2024, operating profit was relatively flat primarily due to an increase in expenses related to an acquisition completed in the first quarter of 2024, including transaction-related charges for cost of inventory that was stepped-up to fair value during purchase accounting, partially offset by the increase in revenue discussed above.

Previous wording

For the three months ended March 31, 2024, Canada generated an operating profit of $3 million, a decline of $5 million when compared to the corresponding period of 2023. For the three months ended March 31, 2024, operating profit decreased primarily due to the decline in revenue discussed above.

Current wording

For the three and six months ended June 30, 2024, Canada generated an operating profit of $2 million and $5 million, a decline of $1 million and $6 million, respectively, when compared to the corresponding periods of 2023. For the three and six months ended June 30, 2024, operating profit decreased primarily due to the decline in revenue discussed above.

Previous wording

For the three months ended March 31, 2024, revenue was $62 million, a decline of $12 million or 16.2% when compared to the corresponding period of 2023. For the three months ended March 31, 2024, the decrease was primarily driven by weaker project activity.

Current wording

For the three and six months ended June 30, 2024, revenue was $65 million and $127 million, a decrease of $7 million or 9.7% and $19 million or 13.0%, respectively, when compared to the corresponding periods of 2023. For the three and six months ended June 30, 2024, the decreases were primarily driven by weaker project activity.

Previous wording

For the three months ended March 31, 2024, the International segment generated an operating profit of $2 million, a decline of $2 million when compared to the corresponding period of 2023. For the three months ended March 31, 2024, operating profit decreased primarily due to the decline in revenue discussed above.

Current wording

For the three and six months ended June 30, 2024, the International segment generated an operating profit of $3 million and $5 million, a decline of $1 million and $3 million, respectively, when compared to the corresponding periods of 2023. For the three and six months ended June 30, 2024, operating profit decreased primarily due to the decline in revenue discussed above.

Previous wording

For the three months ended March 31, 2024, cost of products was $434 million compared to $447 million for the corresponding period of 2023. For the three months ended March 31, 2024, the decrease was primarily due to the decline in revenue in the period. Cost of products includes the cost of inventory sold and items, such as vendor consideration, inventory allowances, amortization of intangibles and inbound and outbound freight.

Current wording

For the three and six months ended June 30, 2024, cost of products was $495 million and $929 million, respectively, compared to $460 million and $907 million, respectively, for the corresponding periods of 2023. For the three and six months ended June 30, 2024, the increases were primarily due to the increase in revenue in the period and transaction-related charges for cost of inventory that was stepped-up to fair value during purchase accounting related to an acquisition completed in the first quarter of 2024. Cost of products includes the cost of inventory sold and items, such as vendor consideration, inventory allowances, amortization of intangibles and inbound and outbound freight.

Previous wording

For the three months ended March 31, 2024, warehousing, selling and administrative expenses were $101 million compared to $102 million for the corresponding period of 2023. For the three months ended March 31, 2024, the decrease was primarily driven by a decrease in legal fees for litigation matters that were not ordinary or routine to the operations of the business, partially offset by an increase in expenses related to an acquisition completed in the first quarter of 2024. Warehousing, selling and administrative expenses include branch location, distribution center and regional expenses (including costs such as compensation, benefits and rent) as well as corporate general selling and administrative expenses.

Current wording

For the three and six months ended June 30, 2024, warehousing, selling and administrative expenses were $105 million and $206 million, respectively, compared to $98 million and $200 million, respectively, for the corresponding periods of 2023. For the three and six months ended June 30, 2024, the increases were primarily driven by an increase in expenses related to an acquisition completed in the first quarter of 2024, partially offset by a decrease in legal fees for litigation matters that were not ordinary or routine to the operations of the business. Warehousing, selling and administrative expenses include branch location, distribution center and regional expenses (including costs such as compensation, benefits and rent) as well as corporate general selling and administrative expenses.

Previous wording

For the three months ended March 31, 2024, the Company recorded income of $1 million compared to expense of nil for the corresponding period of 2023. For the three months ended March 31, 2024, other income was primarily attributable to an increase in interest income, coupled with a reduction in unfavorable foreign exchange rate impacts.

Current wording

For the three and six months ended June 30, 2024, the Company recorded expense of nil and income of $1 million, respectively, compared to expense of $1 million in both periods for the corresponding periods of 2023. For three and six months ended June 30, 2024, the improvements were primarily attributable to an increase in interest income.

Previous wording

The effective tax rate for the three months ended March 31, 2024, was 27.6% compared to 8.6% for the corresponding period of 2023. In general, the effective tax rate differs from the U.S. statutory rate due to recurring items, such as differing tax rates on income earned in foreign jurisdictions, nondeductible expenses and state income taxes. The effective tax rate for the three months ended March 31, 2024, was higher than the effective tax rate for the three months ended March 31, 2023, due to realization of deferred tax assets that had a corresponding release of valuation allowance in the three months ended March 31, 2023, that did not recur in the corresponding period in 2024.

Current wording

The effective tax rates for the three and six months ended June 30, 2024, were 24.2% and 25.8%, respectively, compared to 2.9% and 5.7%, respectively, for the corresponding periods of 2023. In general, the Company's effective tax rate differs from the U.S. statutory rate due to recurring items, such as differing tax rates on income earned in foreign jurisdictions, nondeductible expenses and state income taxes. The effective tax rates for the three and six months ended June 30, 2024, were higher than the effective tax rates for the three and six months ended June 30, 2023, due to realization of deferred tax assets that had a corresponding release of valuation allowance in the three and six months ended June 30, 2023, that did not recur in the corresponding periods in 2024.

Previous wording

As of March 31, 2024 and December 31, 2023, we had cash and cash equivalents of $188 million and $299 million, respectively. As of March 31, 2024, $89 million of our cash and cash equivalents were maintained in the accounts of our various foreign subsidiaries. During the first three months of 2024, we repatriated $3 million from our foreign subsidiaries. The Company makes a determination each period concerning its intent and ability to indefinitely reinvest the cash held by its foreign subsidiaries. The Company has not recorded deferred income taxes on undistributed foreign earnings that it considers to be indefinitely reinvested. Future changes to our indefinite reinvestment assertion could result in additional taxes (withholding and/or state taxes), offset by any available foreign tax credits.

Current wording

As of June 30, 2024 and December 31, 2023, we had cash and cash equivalents of $197 million and $299 million, respectively. As of June 30, 2024, $90 million of our cash and cash equivalents were maintained in the accounts of our various foreign subsidiaries. During the first six months of 2024, we repatriated $3 million from our foreign subsidiaries. The Company makes a determination each period concerning its intent and ability to indefinitely reinvest the cash held by its foreign subsidiaries. The Company has not recorded deferred income taxes on undistributed foreign earnings that it considers to be indefinitely reinvested. Future changes to our indefinite reinvestment assertion could result in additional taxes (withholding and/or state taxes), offset by any available foreign tax credits.

Previous wording

We maintain a $500 million five-year senior secured revolving credit facility that will mature on December 14, 2026. Availability under the revolving credit facility is determined by a borrowing base comprised of eligible receivables, eligible inventory and certain cash deposits in the U.S. and Canada. As of March 31, 2024, we had no borrowings against our revolving credit facility, and had approximately $465 million in availability (as defined in the Credit Agreement) resulting in the excess availability (as defined in the Credit Agreement) of 99%, subject to certain restrictions. Availability excluding certain cash deposits was approximately $376 million. Borrowings that result in the excess availability dropping below the greater of 10% of the borrowing base or $40 million are conditioned upon compliance with or waiver of a minimum fixed charge ratio (as defined in the Credit Agreement). The credit facility contains usual and customary affirmative and negative covenants for credit facilities of this type including financial covenants. As of March 31, 2024, we were in compliance with all covenants. We continuously monitor compliance with debt covenants. A default, if not waived or amended, would prevent us from taking certain actions, such as incurring additional debt.

Current wording

We maintain a $500 million five-year senior secured revolving credit facility that will mature on December 14, 2026. Availability under the revolving credit facility is determined by a borrowing base comprised of eligible receivables, eligible inventory and certain cash deposits in the U.S. and Canada. As of June 30, 2024, we had no borrowings against our revolving credit facility, and had approximately $485 million in availability (as defined in the Credit Agreement) resulting in the excess availability (as defined in the Credit Agreement) of 99%, subject to certain restrictions. Availability excluding certain cash deposits was approximately $382 million. Borrowings that result in the excess availability dropping below the greater of 10% of the borrowing base or $40 million are conditioned upon compliance with or waiver of a minimum fixed charge ratio (as defined in the Credit Agreement). The credit facility contains usual and customary affirmative and negative covenants for credit facilities of this type including financial covenants. As of June 30, 2024, we were in compliance with all covenants. We continuously monitor compliance with debt covenants. A default, if not waived or amended, would prevent us from taking certain actions, such as incurring additional debt.

Previous wording

For the three months ended March 31, 2024, net cash provided by operating activities was $81 million compared to $6 million used in operating activities in the corresponding period of 2023. For the three months ended March 31, 2024, net cash provided by operating activities was primarily driven by $21 million of net income; plus $21 million of reconciling adjustments, primarily depreciation, amortization, and deferred income taxes; and a net decrease of $39 million in working capital. For the three months ended March 31, 2024, the improvement in operating cash flow activities was primarily driven by $93 million lower cash consumption for net working capital compared to the corresponding period of 2023.

Current wording

For the six months ended June 30, 2024, net cash provided by operating activities was $102 million compared to $79 million provided by operating activities in the corresponding period of 2023. For the six months ended June 30, 2024, net cash provided by operating activities was primarily driven by $46 million of net income; plus $45 million of reconciling adjustments, primarily depreciation, amortization, and deferred income taxes; and a net decrease of $11 million in working capital. For the six months ended June 30, 2024, the improvement in operating cash flow activities was primarily driven by $30 million lower cash consumption for net working capital compared to the corresponding period of 2023.

Previous wording

For the three months ended March 31, 2024, net cash used in investing activities was $188 million compared to $5 million used in investing activities in the corresponding period of 2023. For the three months ended March 31, 2024, net cash used in investing activities was primarily related to approximately $185 million, net of cash acquired for business acquisitions.

Current wording

For the six months ended June 30, 2024, net cash used in investing activities was $188 million compared to $43 million used in investing activities in the corresponding period of 2023. For the six months ended June 30, 2024, net cash used in investing activities was primarily related to business acquisitions of approximately $185 million, net of cash acquired.

Previous wording

For the three months ended March 31, 2024, net cash used in financing activities was $4 million compared to $34 million used in financing activities in the corresponding period of 2023. For the three months ended March 31, 2024, net cash used in financing activities was primarily related to withholding tax payments for vesting awards of $4 million while net cash used in financing activities in the corresponding period of 2023 was primarily attributable to the Company's payment of approximately $33 million for share repurchases.

Current wording

For the six months ended June 30, 2024, net cash used in financing activities was $15 million compared to $47 million used in financing activities in the corresponding period of 2023. For the six months ended June 30, 2024, net cash used in financing activities was primarily attributable to the Company's payment of $11 million for share repurchases.

Previous wording

For the three months ended March 31, 2024, the effect of the change in exchange rates on cash and cash equivalents was nil compared to an increase of $1 million for the corresponding period of 2023.

Current wording

For the six months ended June 30, 2024, the effect of the change in exchange rates on cash and cash equivalents was a decrease of $1 million compared to an increase of $2 million for the corresponding period of 2023.

Previous wording

On August 3, 2022, the Company’s Board of Directors approved a share repurchase program, under which the Company is authorized to purchase up to $80 million of its outstanding common stock through December 31, 2024. We expect to fund share repurchases primarily with cash on hand, cash flow from operations and the usage of the available portion of the revolving credit facility. The timing and amount of any repurchases will be made at our discretion, taking into account a number of factors, including market conditions. For the three months ended March 31, 2024, we repurchased 168,055 shares of our common stock for a total of more than $1 million. As of March 31, 2024, we had approximately $22 million remaining under the program’s authorization.

Current wording

On August 3, 2022, the Company’s Board of Directors approved a share repurchase program, under which the Company is authorized to purchase up to $80 million of its outstanding common stock through December 31, 2024. We expect to fund share repurchases primarily with cash on hand, cash flow from operations and the usage of the available portion of the revolving credit facility. The timing and amount of any repurchases will be made at our discretion, taking into account a number of factors, including market conditions. For the six months ended June 30, 2024, we repurchased 837,518 shares of our common stock for a total of approximately $11 million. As of June 30, 2024, we had approximately $13 million remaining under the program’s authorization, excluding 1% excise tax, as enacted under the Inflation Reduction Act of 2022.