8-K
DNOW Inc. (DNOW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 13, 2025
DNOW INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36325 | 46-4191184 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 7402 North Eldridge Parkway<br> <br>Houston, Texas | 77041 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 281-823-4700
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, par value $0.01 | DNOW | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition |
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On February 13, 2025, DNOW Inc. issued a press release announcing earnings for the quarter and full year ended December 31, 2024 and conference call in connection therewith. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits |
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(d) Exhibits
The following exhibit is provided as part of the information furnished under Item 2.02 of this Current Report on Form 8-K:
| 99.1 | DNOW Inc. press release dated February 13, 2025 announcing the earnings results for the fourth quarter and full year ended December 31, 2024. |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 13, 2025 | DNOW INC. |
|---|---|
| /s/ Raymond W. Chang | |
| Raymond W. Chang | |
| Vice President & General Counsel |
EX-99.1
Exhibit 99.1
| Earnings Conference Call<br><br><br>February 13, 2025<br> <br>8:00 a.m.<br>CT<br> <br>1 (800) 715-9871 (within North America)<br><br><br>1 (646) 307-1963 (outside North America)<br><br><br>Access Code: 7372055<br> <br>Webcast:<br>ir.dnow.com |
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DNOW Reports Fourth Quarter and Full-Year 2024 Results
HOUSTON, TX, February 13, 2025 — DNOW Inc. (NYSE: DNOW) announced results for the fourth quarter and full-year ended December 31, 2024.
Recent Capital Allocation Actions
| • | Announced a new $160 million share repurchase authorization, double the size of the share repurchase program<br>successfully completed in 2024 |
|---|---|
| • | Completed acquisition of Trojan Rentals, LLC in the fourth quarter of 2024, for $114 million in cash,<br>enhancing our pump rental offering and industrial automation capabilities in the water transfer and management space |
| --- | --- |
FinancialHighlights
| • | Cash provided by operating activities was $122 million for the fourth quarter of 2024 and $298 million<br>for the full-year 2024 |
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| • | Revenue was $571 million for the fourth quarter of 2024 and $2,373 million for the full-year 2024<br> |
| --- | --- |
| • | Net income attributable to DNOW Inc. was $23 million, or $0.21 per diluted share, for the fourth quarter of<br>2024 and $81 million, or $0.74 per diluted share, for the full-year 2024 |
| --- | --- |
| • | Non-GAAP net income attributable to DNOW Inc. excluding other costs was<br>$27 million, or $0.25 per diluted share, for the fourth quarter of 2024 and $100 million, or $0.91 per diluted share, for the full-year 2024 |
| --- | --- |
| • | EBITDA excluding other costs was $45 million or 7.9% of revenue for the fourth quarter of 2024 and<br>$176 million or 7.4% of revenue for the full-year 2024 |
| --- | --- |
| • | Cash and cash equivalents was $256 million and long-term debt was zero at December 31, 2024 with total<br>liquidity of approximately $556 million |
| --- | --- |
David Cherechinsky, President and CEO of DNOW, added, “I am proud of the strong results we achieved in 2024, accentuated by $289 million in free cash flow, nearly twice our projections from last February. I am also pleased that fourth quarter EBITDA was markedly higher than expectations, at $45 million, or 7.9% of revenue, thanks to expanded gross margins and implemented cost control initiatives.
The recently announced $160 million share repurchase authorization, which is double in size from our previous program, demonstrates confidence in the strength of our business. This substantial increase signals our strong conviction in DNOW’s cash generation capabilities and future earnings potential. Our commitment to maintain an acquisition focus alongside share buybacks provides multiple avenues for shareholder value creation.
I am honored to represent the talented women and men of DNOW who work creatively and enthusiastically to win in the market. Your determination and dedication give me great confidence in our bright future as we lay the groundwork for a successful 2025, a year that could mark the fifth consecutive year of growth for DNOW.”
Prior to the earnings conference call a presentation titled “DNOW Fourth Quarter and Full-Year 2024 Key Takeaways” will be available on the Company’s Investor Relations website.
About DNOW
DNOW is a supplier of energy and industrial products and packaged, engineered process and production equipment with a legacy of over 160 years. Headquartered in Houston, Texas, with approximately 2,575 employees and a network of locations, we offer a broad set of supply chain solutions combined with a suite of digital offerings branded as DigitalNOW^®^ that provide customers access to highly complementary digital commerce, data and information management channels. Our locations provide products and solutions to exploration and production, midstream transmission and storage companies, refineries, chemical companies, utilities, mining, municipal water, manufacturers, engineering and construction as well as companies operating in the decarbonization, energy evolution and renewables end markets.
Statements made in this press release that are forward-looking in nature are intended to be “forward-lookingstatements” within the meaning of Section 21E of the Securities Exchange Act of 1934 and may involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to documentsfiled by DNOW Inc. with the U.S. Securities and Exchange Commission, which identify significant risk factors which could cause actual results to differ from those contained in the forward-looking statements.
Contact:
Mark Johnson
Senior Vice President and Chief Financial Officer
(281) 823-4754
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DNOW INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
| 2023 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 256 | $ | 299 | ||
| Receivables, net | 388 | 384 | |||
| Inventories, net | 352 | 366 | |||
| Prepaid and other current assets | 32 | 19 | |||
| Total current assets | 1,028 | 1,068 | |||
| Property, plant and equipment, net | 157 | 131 | |||
| Deferred income taxes | 93 | 118 | |||
| Goodwill | 230 | 139 | |||
| Intangibles, net | 65 | 28 | |||
| Other assets | 48 | 45 | |||
| Total assets | 1,621 | $ | 1,529 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 300 | $ | 288 | ||
| Accrued liabilities | 130 | 120 | |||
| Other current liabilities | 12 | 10 | |||
| Total current liabilities | 442 | 418 | |||
| Long-term operating lease liabilities | 29 | 30 | |||
| Other long-term liabilities | 22 | 18 | |||
| Total liabilities | 493 | 466 | |||
| Commitments and contingencies | |||||
| Stockholders’ equity: | |||||
| Preferred stock - par value 0.01; 20 million shares authorized; no shares issued and<br>outstanding | — | — | |||
| Common stock - par value 0.01; 330 million shares authorized; 105,652,963 and 106,257,565<br>shares issued and outstanding at December 31, 2024 and 2023, respectively | 1 | 1 | |||
| Additional paid-in capital | 2,023 | 2,032 | |||
| Accumulated deficit | (747 | ) | (828 | ) | |
| Accumulated other comprehensive loss | (153 | ) | (145 | ) | |
| DNOW Inc. stockholders’ equity | 1,124 | 1,060 | |||
| Noncontrolling interest | 4 | 3 | |||
| Total stockholders’ equity | 1,128 | 1,063 | |||
| Total liabilities and stockholders’ equity | 1,621 | $ | 1,529 |
All values are in US Dollars.
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DNOW INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In millions, except per share data)
| Three Months Ended | Year Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | September 30, | December 31, | |||||||||||
| 2024 | 2023 | 2024 | 2024 | 2023 | |||||||||
| Revenue | $ | 571 | $ | 555 | $ | 606 | $ | 2,373 | $ | 2,321 | |||
| Operating expenses: | |||||||||||||
| Cost of products | 438 | 425 | 471 | 1,838 | 1,786 | ||||||||
| Warehousing, selling and administrative | 103 | 98 | 107 | 416 | 395 | ||||||||
| Impairment and other charges | 1 | — | 5 | 6 | — | ||||||||
| Operating profit | 29 | 32 | 23 | 113 | 140 | ||||||||
| Other income (expense) | 1 | (1 | ) | (1 | ) | 1 | (2 | ) | |||||
| Income before income taxes | 30 | 31 | 22 | 114 | 138 | ||||||||
| Income tax provision (benefit) | 7 | (116 | ) | 9 | 32 | (110 | ) | ||||||
| Net income | 23 | 147 | 13 | 82 | 248 | ||||||||
| Net income attributable to noncontrolling interest | — | — | — | 1 | 1 | ||||||||
| Net income attributable to DNOW Inc. | $ | 23 | $ | 147 | $ | 13 | $ | 81 | $ | 247 | |||
| Earnings per share attributable to DNOW Inc. stockholders: | |||||||||||||
| Basic | $ | 0.22 | $ | 1.36 | $ | 0.12 | $ | 0.75 | $ | 2.26 | |||
| Diluted | $ | 0.21 | $ | 1.35 | $ | 0.12 | $ | 0.74 | $ | 2.24 | |||
| Weighted-average common shares outstanding, basic | 106 | 106 | 106 | 106 | 107 | ||||||||
| Weighted-average common shares outstanding, diluted | 107 | 107 | 107 | 107 | 108 |
DNOW INC.
SUPPLEMENTAL INFORMATION
BUSINESS SEGMENTS (UNAUDITED)
(In millions)
| Three Months Ended | Year Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | September 30, | December 31, | ||||||||
| 2024 | 2023 | 2024 | 2024 | 2023 | ||||||
| Revenue: | ||||||||||
| United States | $ | 451 | $ | 418 | $ | 482 | $ | 1,880 | $ | 1,749 |
| Canada | 66 | 65 | 65 | 253 | 282 | |||||
| International | 54 | 72 | 59 | 240 | 290 | |||||
| Total revenue | $ | 571 | $ | 555 | $ | 606 | $ | 2,373 | $ | 2,321 |
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DNOW INC.
SUPPLEMENTAL INFORMATION (CONTINUED)
U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) TO NON-GAAP RECONCILIATIONS
In an effort to provide investors with additional information regarding our results as determined by GAAP, we disclose various non-GAAP financial measures in our quarterly earnings press releases and other public disclosures. The non-GAAP financial measures include: (i) earnings before interest, taxes, depreciation and amortization (EBITDA) excluding other costs, (ii) EBITDA excluding other costs as a percentage of revenue, (iii) net income attributable to DNOW Inc. excluding other costs, (iv) diluted earnings per share attributable to DNOW Inc. stockholders excluding other costs, and (v) free cash flow. We use these non-GAAP financial measures to evaluate and manage the Company’s operations because we believe they provide useful supplemental information regarding the financial performance of our business. These non-GAAP financial measures are not intended to replace the GAAP financial measures. Free cash flow is net cash provided by (used in) operating activities adjusted for purchases of property, plant and equipment, and the remaining non-GAAP financial measures exclude the impact of certain other items. A reconciliation of each of these non-GAAP financial measures to its most comparable GAAP financial measure is included in the schedules herein. Totals in the schedules herein may not foot due to rounding.
NET INCOME ATTRIBUTABLE TO DNOW INC. TO NON-GAAP EBITDA EXCLUDING OTHER COSTS RECONCILIATION(UNAUDITED)
(In millions)
| Three Months Ended | Year Ended | |||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | September 30, | December 31, | ||||||||||||||||||||||||||||
| 2024 | As a % ofrevenue | 2023 | As a % ofrevenue | 2024 | As a % ofrevenue | 2024 | As a % ofrevenue | 2023 | As a % ofrevenue | |||||||||||||||||||||
| GAAP net income attributable to DNOW Inc. | $ | 23 | 4.0 | % | $ | 147 | 26.5 | % | $ | 13 | 2.1 | % | $ | 81 | 3.4 | % | $ | 247 | 10.6 | % | ||||||||||
| Net income attributable to noncontrolling interest<br>^(1)^ | — | — | — | 1 | 1 | |||||||||||||||||||||||||
| Interest expense (income), net | (2 | ) | (1 | ) | (1 | ) | (6 | ) | (4 | ) | ||||||||||||||||||||
| Income tax provision (benefit) | 7 | (116 | ) | 9 | 32 | (110 | ) | |||||||||||||||||||||||
| Depreciation and amortization | 10 | 7 | 8 | 34 | 26 | |||||||||||||||||||||||||
| Other costs: | ||||||||||||||||||||||||||||||
| Stock-based compensation | 4 | 4 | 3 | 13 | 15 | |||||||||||||||||||||||||
| Other ^(2)^ | 3 | 3 | 10 | 21 | 9 | |||||||||||||||||||||||||
| EBITDA excluding other costs | $ | 45 | 7.9 | % | $ | 44 | 7.9 | % | $ | 42 | 6.9 | % | $ | 176 | 7.4 | % | $ | 184 | 7.9 | % |
NET INCOME ATTRIBUTABLE TO DNOW INC. TO NON-GAAP NET INCOMEATTRIBUTABLE TO DNOW INC. EXCLUDING OTHER COSTS RECONCILIATION (UNAUDITED)
(In millions)
| Three Months Ended | Year Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | September 30, | December 31, | |||||||||||
| 2024 | 2023 | 2024 | 2024 | 2023 | |||||||||
| GAAP net income attributable to DNOW Inc. | $ | 23 | $ | 147 | $ | 13 | $ | 81 | $ | 247 | |||
| Other ^(2)^ | 3 | 3 | 10 | 21 | 9 | ||||||||
| Other tax expense (benefit) ^(3)^ | — | (126 | ) | — | (2 | ) | (149 | ) | |||||
| Other, net of tax ^(4)*^ | 4 | (123 | ) | 9 | 19 | (140 | ) | ||||||
| Net income attributable to DNOW Inc. excluding other costs | $ | 27 | $ | 24 | $ | 22 | $ | 100 | $ | 107 | |||
| * | Totals may not foot due to rounding. | ||||||||||||
| --- | --- |
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DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS TO NON-GAAP DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO DNOW INC. STOCKHOLDERS EXCLUDING OTHER COSTS RECONCILIATION (UNAUDITED)
| Three Months Ended | Year Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | September 30, | December 31, | ||||||||||
| 2024 | 2023 | 2024 | 2024 | 2023 | ||||||||
| GAAP diluted earnings per share attributable to DNOW Inc. stockholders | $ | 0.21 | $ | 1.35 | $ | 0.12 | $ | 0.74 | $ | 2.24 | ||
| Other, net of tax ^(4)^ | 0.04 | (1.13 | ) | 0.09 | 0.17 | (1.27 | ) | |||||
| Diluted earnings per share attributable to DNOW Inc. stockholders excluding other costs | $ | 0.25 | $ | 0.22 | $ | 0.21 | $ | 0.91 | $ | 0.97 |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES TO FREE CASH FLOW RECONCILIATION (UNAUDITED)
| Three Months Ended | Year Ended | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | September 30, | June 30, | March 31, | December 31, | December 31, | ||||||||||||||||
| 2024 | 2024 | 2024 | 2024 | 2023 | 2024 | 2023 | |||||||||||||||
| Net cash provided by (used in) operating activities | $ | 122 | $ | 74 | $ | 21 | $ | 81 | $ | 105 | $ | 298 | $ | 188 | |||||||
| Less: Purchases of property, plant and equipment | (3 | ) | (2 | ) | (3 | ) | (1 | ) | (2 | ) | (9 | ) | (17 | ) | |||||||
| Free cash flow | $ | 119 | $ | 72 | $ | 18 | $ | 80 | $ | 103 | $ | 289 | $ | 171 | |||||||
| (1) | Net income attributable to noncontrolling interest represents the income retained by the noncontrolling party<br>of a joint venture in our international segment which we consolidate into our financials as we are the primary beneficiary and controlling member. | ||||||||||||||||||||
| --- | --- | ||||||||||||||||||||
| (2) | Other includes certain income and expenses not included in stock-based compensation. | ||||||||||||||||||||
| --- | --- |
For the three months ended December 31, 2024, Other included transaction-related charges of approximately $2 million included in warehousing, selling and administrative, and International restructuring charges of approximately $1 million related to foreign currency translation losses included in impairment and other charges.
For the three months ended December 31, 2023, Other of $3 million included approximately $2 million (included in warehousing, selling and administrative) related to legal fees for litigation matters that were not ordinary or routine to the operations of the business where the Company is seeking damages and transaction-related charges, as well as approximately $1 million (included in other income (expense)) related to settlements of the plan assets and benefit obligations of the Company’s defined benefit pension plans.
For the three months ended September 30, 2024, Other was primarily related to International restructuring charges of $8 million, of which approximately $5 million of foreign currency translation losses included in impairment and other charges, approximately $2 million of inventory write-downs included in cost of products and $1 million of other exit costs included in warehousing, selling and administrative; additionally, Other also included transaction-related charges of approximately $2 million recorded in warehousing, selling and administrative.
For the year ended December 31, 2024, Other included International restructuring charges of $9 million of which approximately $6 million of foreign currency translation losses included in impairment and other charges, approximately $2 million of inventory write-downs included in cost of products and $1 million of other exit costs included in warehousing, selling and administrative. Additionally, Other also included transaction-related charges of approximately $12 million, of which approximately $5 million were included in cost of products and approximately $7 million were included in warehousing, selling and administrative. Transaction-related charges include transaction costs, inventory fair value step-up, retention bonus accruals and integration expenses associated with acquisitions.
For the year ended December 31, 2023, Other of $9 million included approximately $5 million (included in warehousing, selling and administrative) related to legal fees for litigation matters that were not ordinary or routine to the operations of the business where the Company is seeking damages and approximately $3 million (included in warehousing, selling and administrative) related to separation and transaction-related charges; as well as approximately $1 million (included in other income and expense) related to settlements of the plan assets and benefit obligations of the Company’s defined benefit pension plans.
| (3) | For the three months ended December 31, 2024, Other tax expense (benefit) represents tax benefit of less<br>than $1 million related to Other. The tax effect of Other is calculated based on the nature of the item and/or the tax jurisdiction in which the item has been incurred and applying the specific tax rate or tax treatment to each item included in<br>Other. |
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For the three months ended December 31, 2023, Other tax expense (benefit) represents tax benefit of $126 million from the release of valuation allowances recorded against the Company’s deferred tax assets.
For the three months ended September 30, 2024, Other tax expense (benefit) represents tax benefit of less than $1 million related to Other. The tax effect of Other is calculated based on the nature of the item and/or the tax jurisdiction in which the item has been incurred and applying the Company’s estimated annual effective tax rate to each item included in Other.
For the year ended December 31, 2024, Other tax expense (benefit) represents tax benefit of $2 million related to Other. The tax effect of Other is calculated based on the nature of the item and/or the tax jurisdiction in which the item has been incurred and applying the specific tax rate or tax treatment to each item included in Other.
For the year ended December 31, 2023, Other tax expense (benefit) represents tax benefit of $149 million from the release of valuation allowances recorded against the Company’s deferred tax assets.
| (4) | Other, net of tax comprises Other and Other tax expense (benefit). See footnotes (2) and (3) for details.<br> |
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