David A. Cherechinsky - NOW, Inc. Robert R. Workman - NOW, Inc. Daniel L. Molinaro - NOW, Inc..

Matt Duncan - Stephens, Inc. Nathan Hardie Jones - Stifel, Nicolaus & Co., Inc. Ryan Mills - KeyBanc Capital Markets, Inc. Jason Radin - Credit Suisse Securities (USA) LLC Charles Minervino - Susquehanna Financial Group LLLP Walter S. Liptak - Seaport Global Securities LLC Sean C. Meakim - JPMorgan Securities LLC Vaibhav Vaishnav - Cowen & Co. LLC.

Welcome to the second quarter earnings conference call. My name is Sylvia, and I'll be your operator for today's call. At this time, all participants are in a listen-only mode. Later, we will conduct a question and answer session. I would now turn the call over to Chief Accounting Officer, Dave Cherechinsky. Mr. Cherechinsky, you may begin..

Thank you, Sylvia, and welcome everyone to the NOW Inc. second quarter 2017 earnings conference call. We appreciate you joining us this morning and thank you for your interest in NOW Inc. With me today are Robert Workman, President and Chief Executive Officer of NOW Inc.; and Dan Molinaro, Senior Vice President and Chief Financial Officer. NOW Inc.

operates primarily under the DistributionNOW and Wilson Export brands, and you'll hear us refer to DistributionNOW and DNOW, which is our New York Stock Exchange ticker symbol during our conversations this morning.

Before we begin this discussion on NOW Inc.'s financial results for the second quarter ended June 30, 2017, please note that some of the statements we make during this call may contain forecasts, projections and estimates, including but not limited to, comments about our outlook for the company's business.

These are forward-looking statements within the meaning of the U.S. Federal Securities Laws based on limited information as of today which is subject to change. They are subject to risks and uncertainties and actual results may differ materially.

No one should assume that these forward-looking statements remain valid later in the quarter or later in the year. I refer you to the latest Forms 10-K and 10-Q that NOW Inc. has on file with the U.S. Securities and Exchange Commission for a more detailed discussion of the major risk factors affecting our business.

Further information regarding as well as supplemental, financial and operating information may be found within our press release on our Investor Relations website at ir.distributionnow.com or in our filings with the SEC. In an effort to provide investors with additional information relative to our results as determined by U.S.

GAAP, you'll note that we also disclose various non-GAAP financial measures including EBITDA, excluding other costs, net loss excluding other costs, and diluted loss per share excluding other costs. Each exclude the impact of certain other costs and therefore has not been calculated in accordance with GAAP.

A reconciliation of each of these non-GAAP financial measures to its most comparable GAAP financial measure is included in our press release. As of this morning, the Investor Relations section of our website contains a presentation covering our results and key takeaways for the quarter.

A replay of today's call will be available on the site for the next 30 days. We plan to file our second quarter 2017 Form 10-Q today and it will also be available on our website. Later on this call, Dan will discuss our financial performance and we will then answer your questions, but first let me turn the call over to Robert..

Thanks, Dave. When the downturn began, no one correctly anticipated how long, choppy and uncertain in would be. In the first half of 2015, the counter of the down-cycle tracked the path of the prior downturn and recovery. WTI oil prices recovered to $60 in June of 2015 and rigs were rebounding almost in lockstep with the 2009 recovery.

Then we saw the brutal double dip phenomenon that turned 2016 into the industry's worst cycle in a generation. Throughout this, our strategy has been to maximize our ability to serve our customers when the market returned and we're doing just that.

Our plan also has been to pull out costs thoughtfully to minimize losses and solidify our position in the market and we're doing that too. We recognize that a reduced infrastructure with fewer resources were demand making choices.

So we intentionally retained a core of talented people who can whether the cycle, pursue product lines, customers, transactions and risks where the reward was commensurate with the investment.

Collaborated with our suppliers, trained our people and deployed technology to drive real improvement in our margins, secured many contract wins, strengthening our market position.

Successfully negotiated improvements with low profit accounts, chose to walk away from some dilutive margin projects and contracts and we did these things and more and are continuing to look for ways to constantly improve our business every day. There is no doubt the recovery is underway, but the path is uncertain.

Notwithstanding, we will continue to focus on the fundamentals namely growth, price, expenses, managing the balance sheet and delivering returns to our shareholders. To that end, the second quarter of 2017 represents the fourth consecutive quarter of top line growth and the beginning of our fourth year as a standalone public company.

The second quarter is normally our softest quarter of the year due to Canadian breakup, but we were able to overcome the Canadian revenue decline with better than expected U.S.

up and midstream performance especially considering the rise in drilled but uncompleted wells, or DUCs, by more than 1,000 to over 6,000 by June, a 20% increase since the year-end that occurred as service provider scrambled the staff and refurbished out of frac fleets to meet current drilling and completion activity.

Solid gross margin gains and a tightly managed balance sheet and expenses enabled exceptionally strong flow-through of 35% on sequential revenue growth. In the quarter, we were on the cusp of breakeven EBITDA, even though Canada was experiencing breakup and international contracted due to non-recurring projects. Our U.S.

Process Solutions business faced challenges in hiring certified staff in the Rocky Mountain region to process a noted increase in our order book. Timing is everything, and in the second quarter, we saw delays in recognizing revenue on some orders due to customer deferrals and the resource constraints mentioned earlier.

We expect our upstream businesses to continue to experience growth at today's rig count levels, as we secure resources to work through U.S. Process Solutions projects and as service providers strive to reactivate their out of frac fleets before year-end.

For this reason, we expect to reach positive EBITDA and possibly EPS, excluding other costs during the second half of 2017 assuming we don't experience a market contraction, a decline in product margin gains and delays in service company's ability to successfully deploy equipment to begin working through the backlog of well completions.

Revenue per rig for the quarter both, with and without acquisitions, completed in the prior year remained in line with quarterly measurements over the last few years. Producing consistent sequential revenue per rig performance indicates a strong DNOW market position considering DUCs continue to grow especially in the Permian.

Our offshore revenues with operators and drillers have declined over 70% since 2014 as rigs are scrapped and destocked, and as an offshore recovery, is not inside.

And our Distribution Business where proprietary products and machinery are largely nonexistent, a company's performance is tightly correlated to the quality of its employees and the service they provide their customers.

One employee was absolutely contributed to the performance of DistributionNOW with Paul Matherne, who will celebrate his 44th year with us in just a few months. Paul started with DistributionNOW in 1973 as a field representative in Harvey, Louisiana. During the 1980s, he moved through Louisiana and Alabama as a field sales representative.

In the late 1990s, he became the sales supervisor at our Mobile, Alabama location and shortly thereafter was promoted to branch manager. Paul went on to manage other branches where eventually accepted the position of area process coordinator for the Greater Gulf Coast. He eventually moved up through the ranks to become the U.S.

Business Process Manager and is currently one of two Lead Process and Risk Specialists for DNOW. Paul or the P. Diddy of Process, as his team calls him, has coached and mentored dozens of employees during his time at DistributionNOW and have yet to meet someone who doesn't love him.

Whenever he can tear himself away from work in DUCs Unlimited, Paul spends his time fishing and hunting, which is the case with many of our employees along the Gulf Coast. I'd like to thank Paul along with our exceptional team of loyal employees for everything they do to make DistributionNOW the company it is today.

Diving deeper into the quarter, for the second quarter of 2017 we reported a net loss of $17 million or net loss excluding other costs of $11 million, which is a sequential improvement on revenue growth of $20 million.

The GAAP net loss includes pre-tax charges of $1 million for severance and $6 million for an after tax charge for evaluation allowance recorded against the company's deferred tax assets. GAAP diluted loss per share for the quarter was $0.16 or diluted loss per share of $0.10 excluding other costs.

Sequential organic revenue improvement of $20 million was driven by growth in the U.S. offset by seasonal weaknesses elsewhere. Incrementals of 35% were much higher than projected even in the early quarters of a recovery.

We continue to actively manage expenses by further reducing our branch footprint in contracting areas helping us offset the net employee increase in the growing active shale regions. On the product margin front, our branch-level incentive plan continues to encourage our employees to intentionally push price where appropriate.

This, along with the implementation of our pricing software, aided the U.S. in achieving pricing improvements for the second straight quarter, even though price competition remains fierce.

Our focus on inventory efficiencies and pricing advanced our gross margin position by 90 basis points in the second quarter sequentially, or 260 basis points since the fourth quarter of 2016. We could see continued improvement in product margins in the near-term as price opportunities expand.

We are pushing price increases for products, most notably in high steel content categories due to supply, demand factors and rising raw material costs, along with the threat of government actions and antidumping trade suites for pipe.

These increases were passed on to the market as line pipe prices continued to move up albeit at a slower pace in 2Q compared to 1Q for both domestic and foreign pipe. Lead times continue to be long on certain products notably on pipe and engineered valves.

This supply bottleneck is due to increased pipeline and well hook-up demand as well as the capacity ramp-up out of the downturn. Manufacturers are adding resources to help trim or stabilize lead times. We are actively working with our suppliers to maximize product availability for our customers.

OCTG demand remained strong in 2Q due to the rising rig count, and since manufacturers favor this product line, it limited line pipe availability, especially seamless pipe. There're still many trade suits moving to the commerce department.

The expected tariffs or quotas that were to be announced at the end of June has still not been revealed, but still continues to be one of the trade relief targets for the U.S. domestic industry. The threat of these trade sanction has caused some disruption in the steel and pipe markets.

Regarding activity in the quarter, shale companies' access to oilfield services including rigs, frac equipment and personnel was impeded, which resulted in a spike in the DUC count. This translated into tank battery construction delays that constrained revenue opportunities in the quarter, but created tailwind for us in future periods.

Bolstered by robust growth with midstream customers, U.S. Energy Centers saw an 18% sequential revenue improvement, which helped offset the delayed tank battery construction impact with upstream operators.

Some of this growth was driven by continued line pipe projects across several regions with midstream, gas utility and offshore Gulf of Mexico customers. In U.S. Supply Chain Services, we saw 22% growth with our upstream operator customers, mainly driven by the Marathon implementation, as well as general activity increases with Devon and Hess.

This growth was partially offset by reduced project and turnaround activity with downstream customers and a softening in our industrial manufacturing supply chain business. Large mainline pipeline projects destined for the Eagle Ford, which boosted 1Q 2017 revenue levels did not repeat in U.S. Process Solutions in 2Q 2017.

We're excited, and as I mentioned earlier, that U.S. Process Solutions has experienced robust project activity growth destined for most of the U.S. shale plays to be delivered in future periods. As is the case with many companies, attracting and hiring skilled staff to work through increased activity has proven to be difficult, especially for U.S.

Process Solutions. Consistent with most upturns, we are finding that recruiting project managers and ASME fabricator staff with the proper certifications and skills to return to our industry and the specific cities where we operate is proving difficult.

However, we are addressing these resource needs in several ways, including holding local job fairs and recruiting from colleges specializing in our needed skills. We are confident that we will close this gap quickly and work through our current orders. Our Canadian business performed much better during the spring break-up than anticipated.

Much of this growth was concentrated in large turnaround projects in the oil sands. Consistent with the U.S., Canada also experienced robust growth with midstream customers, including a sizable actuated valve pipeline project, which muted the freeze-thaw period impact.

Some of this growth is related to the early days of a recent long-term commercial win, which is a multiyear pipe, valves and fittings, or PVF contract with Pembina Pipeline out of Canada. Pembina is proving to be an excellent partner as we progress through this implementation.

We couldn't be more excited about the growth potential within this multimillion-dollar opportunity, as well as the strategic leverage we can create within the rest of the midstream sector. This should be a tailwind for Canada, as we did not hold this contract previously. Internationally, the Middle East and North Africa continue to be bright spots.

Sales in the region for coated pipe, valves, fittings and flanges to multiple countries in the area softened the impact of continued weakness with offshore drillers. Increased sales in Asia-Pacific, Africa and Latin America also helped offset the non-recurrence of large projects and continued softness in Europe.

Looking at market activity moving forward, oil prices continued to cause uncertainty, as they have averaged in the high $40 range for several months. As I said on the last call, until there are meaningful, consistent storage declines, I believe we will be in choppy waters.

Fortunately, even with the inventory report out yesterday, over the past five weeks, high crude, gasoline and distillate inventory declines have been setting new records.

If that trend persists and we experience repercussions related to the three-year underinvestment in global offshore fields, we could see a rebalancing of supply and demand and solidify the longevity of this sub-cycle for our business.

Until then, we will continue rightsizing the business where market activity is soft, investing in active shale plays to service customers' increased needs, growing share, and taking advantage of current rig counts and the ultimate completion of DUCs.

The culmination of these efforts could be enough to push revenues over the $700 million mark sequentially. For our U.S.

Energy Center business, while I anticipate continued growth, the degree to which revenue improves will be dependent on fluctuations in oil price, causing operators to moderate their CapEx budgets, service companies' ability to not only stem the tide of additional DUC well count growth, but also to address existing well backlog, as they wait for frac spreads to commence completion work, manufacturers' ability to get ahead of increased demand for products and stabilize lead times, and being able to overcome two consecutive quarters of strong midstream line pipe project work.

However, we have several recently won projects in our U.S.

Energy Center business that should help protect against these risks, which include a recent contract win from a midstream customer in the Northeast to provide PVF to a fabricator for their pig launcher and receiver packages, a large pipeline project in South Texas, which, in addition to providing PVF, includes onsite employees, material trailers and a DNOW RigPAC, and the award of a warehouse management agreement with BP in the Rockies.

In U.S. Supply Chain Services, we could experience sequential growth in 3Q similar to what was produced in 2Q as increased operator customers helped to offset flat revenue downstream and continued softness with industrial manufacturing customers.

Additionally, we're in the valuation phase with several upstream operators interested in our Supply Chain Services solutions, any of which could materialize later in the year or into 2018. Earlier this year, we opened two new valve actuation repair and modification facilities in U.S. Process Solutions in the Rocky Mountains and in the Northeast.

Due to the early success of those businesses, we are currently valuating yet another facility in the Permian.

Early indications from establishing these regional valve actuation repair and modification operations outside of our large Houston facility are positive with recent large diameter actuated valve orders to be delivered over the future quarters that include 24 upstream actuated valve packages in the Permian, a large transmission valve actuation and modification project in the Marcellus, 23 upstream actuated valve packages in the DJ Basin and 45 actuation packages destined for multiple shale plays for a large midstream customer.

Based on recent wins and progress to re-staff our shops, we expect U.S. Process Solutions to experience revenue growth in future periods. One example of an exciting win is a recent contract award with ConocoPhillips for their Bakken and Eagle Ford operations which runs through 2020.

We have received the first portion of the release to be delivered through mid-2018 that includes 20 separator modules for the Eagle Ford, 25 production units for the Bakken and 7 instrument air packages also for the Eagle Ford.

In Canada, recovery from spring break-up and kickoff of contracts with Pembina and TransCanada should generate revenue growth. The Montney, Duvernay, Viking, and Bakken plays will continue to be the primary revenue generators for Canada. We expect the international areas that grew sequentially in Q2 to continue posting strong results.

Additionally, we're anticipating a moderate uplift in revenue from Kazakhstan, Azerbaijan and Mexico as well as a recent award with BP in Trinidad and Tobago. The combination of performance in these areas should be enough to offset continued offshore market weakness.

Moving to capital allocation; consistent with 1Q 2017, we continued to add working capital needed to support growth in 2Q 2017. Free cash flow used in the second quarter was $53 million compared to $22 million used in 1Q 2017. Capital expenditures were $1 million in the first half of 2017.

Sequentially, days sales outstanding and inventory turns decreased slightly to 59 and 4.0 respectively. Working capital as a percent of revenue less cash remained below our stated target and finished the quarter at 22%.

We still believe there's room to make improvements to DSOs and inventory turns and have initiatives in place to produce that outcome over the long-term. During the quarter, we reviewed over 30 deals ranging in size from low-single-digits to high-double-digit millions within and outside the U.S.

As you would expect reaching agreements on valuations in a recovering market is much more challenging than it has been for us during the downturn.

We expect this number to rise as some of the private equity firms are increasingly comfortable with multiples and industrial space and may be prepared to start exiting the assets they've been grooming for some time. The question will be whether we are willing to bridge the potential bid/ask spread once they are on the market.

So with that, let me turn the call over to Dan..

Thanks, Robert. We are confident as we approach a return to profitability and I appreciate the efforts of our dedicated workforce as I'm convinced that we have the top people in the industry. I'm proud to be part of this wonderful team and I'm grateful for the hard work and perseverance of the DNOW family. Thanks for all you do.

We will continue to concentrate on the needs of our customers while focusing on producing long-term value for our stakeholders. Robert discussed our business and I'll say more about our financials. NOW Inc. reported a net loss of $17 million or $0.16 per fully diluted share on a U.S. GAAP basis for the second quarter of 2017 on $651 million in revenue.

This compares with a net loss of $23 million or $0.21 per share on $631 million of revenue in the first quarter of 2017. When looking at the year ago quarter, we had a net loss of $44 million or $0.40 per fully diluted share on revenue of $501 million for the second quarter of 2016.

The second quarter of 2017 results included $6 million of after-tax charges for valuation allowances recorded against our deferred tax assets and $1 million of pre-tax severance charges. After adjusting for these charges, our second quarter loss was $11 million or $0.10 per share, both non-GAAP measures.

We are encouraged by gross margin continuing to rise improving to 19.0% in Q2 compared with 18.1% in Q1 2017 and compared with 16.6% in the year ago quarter.

The company generated an operating loss of $14 million in the second quarter of this year versus a $21 million loss in the previous quarter and an operating loss of $57 million in the year ago quarter.

Second quarter EBITDA, excluding other costs, a non-GAAP measure, was a loss of $2 million sequentially improving by $7 million reflecting strong flow-through of 35%. Looking at operating results for our three reportable geographic segments.

Revenue in the United States was $481 million in the quarter ended June 30, 2017, up 10% sequentially and up 43% over the year ago quarter. Year-over-year improvement in the U.S. rig count coupled with incremental revenue gain from acquisitions contributed to the revenue improvement. Revenue channels in the U.S. for Q2 were 57% U.S. Energy, 30% U.S.

Supply Chain, and 13% U.S. Process Solutions. Second quarter operating loss in the U.S. was $16 million compared with $26 million loss in the first quarter of 2017, and a $44 million operating loss in the year ago quarter. The narrowing of the U.S. operating loss was primarily driven by increased volume and improved product margins.

In Canada, second quarter revenue declined 18% sequentially to $79 million reflecting the impact of break-up and was up 44% over Q2 2016 due essentially to increased Canadian rig activity.

For the three months ended June 30, 2017, Canada's operating profit was $2 million, down only $1 million sequentially and improved $10 million over the year ago quarter, reflecting the increased rig activity and lower inventory charge.

International operations generated second quarter revenue of $91 million which was down 5% from the first quarter of 2017, and down 17% from the year ago quarter. Softening in the overall international market coupled with the completion of large projects in the first half of 2016 contributed to this year-over-year decline.

International's operating profit was breakeven for the second quarter 2017, representing a $2 million sequential decline and a $5 million improvement over the year ago quarter. Despite the year-over-year revenue decline, operating profit improved primarily due to reduced bad debt charges compared with realized cost savings.

Continuing on our income statement; warehousing, selling and administrative expenses was $138 million in Q2, up $3 million sequentially and down $2 million from Q2 2016.

The decline from the year ago quarter reflects our continuing cost cutting initiatives and a reduction in accounts receivable charges, partially offset by additional operating expenses associated with acquisition. These costs include branch, distribution center and regional expenses as well as corporate costs.

Our effective tax rate for the second quarter of 2017 was a negative 0.1% and for the six months ending June 30, 2017 was 1.0%. Compared to the U.S.

statutory rate of 35%, the rate continues to be impacted by recurring items including lower tax rates on income earned in foreign jurisdictions that is permanent reinvested offset by certain non-deductible expenses, state income taxes and the change in evaluation allowance recorded against our deferred tax assets in the U.S., Canada, and other foreign jurisdictions.

The change in valuation allowance is the most significant factor and brings our effective tax rate to the low-single-digits approaching zero.

You recall though, we must record a valuation allowance against our deferred tax assets when for GAAP purposes it is more likely than not, that some portion or all of our deferred tax assets will not be realized.

As we return to profitability, we'll be able to begin releasing the valuation allowance, thus reducing our reported GAAP income tax expense in future periods. Without the $6 million after-tax valuation allowance, which is in accordance with GAAP, our Q2 effective tax rate would have been 35.3%. Turning to the balance sheet. NOW Inc.

had $582 million of working capital excluding cash at June 30, 2017, which was 22% of annualized sales compared with 21% posted in Q1 2017 and remain below our 25% target. Our Q2 working capital increase was a result of rising revenue. Accounts receivable increased $6 million sequentially to $418 million, reflecting our increase in revenue.

The pace of bankruptcies in our energy space is easing, but there are still some remaining concerns. Some companies needed to file for bankruptcy in 2016 due to their debt load, they held off until oil prices increased as it gives them more restructuring options.

Banks have begun to loosen purse strings, once again, increasing their exposure to the energy industry, but looming debt maturities could be a concern. So we must continue to be diligent as we extent credit. Our current days sales outstanding improved to 59 days. While I'm pleased with our progress over the past year or so, there's more that we can do.

Inventory was $529 million at the end of the second quarter of this year, up $38 million over Q1 as we respond to increased activity. With signs of an improving market with lead times extending for certain items, we expect inventory levels to continue to rise. Inventories were 4.0 times in Q2. Days payable outstanding were 49 days.

Cash totaled $97 million at June 30, 2017 with $77 million located outside the U.S., about one-third of that being in Canada. Having this cash overseas could facilitate financing of an international acquisition.

We ended the quarter with $128 million borrowed under our credit facility and we're in a net debt position of $31 million when considering total company cash. Our debt to cap was under 10% at quarter's end, and we had $437 million in availability.

Our borrowing cost on the debt approximates 3.5% as the Fed pushes short-term rates incrementally higher, raising rates for the third time since last December. Our credit facility matures in April 2019. Capital expenditures for the first half of this year was approximately $1 million.

Showing the effects of improving business conditions and the need to support the organic revenue growth, free cash flow use for the second quarter was $53 million. Our worldwide market continues to be challenging.

We will continue to focus on serving our customers as we manage costs, concentrate on integration gained from our acquisitions and seek new opportunities. We have confidence in our strategy, in our employees, and in our future as we position NOW Inc. to serve the energy and industrial markets with quality products and solutions.

We are an organization with exceptional leaders, solid financial resources and we'll continue to respond to the needs of our customers. With that, Sylvia, let's open it up to questions..

Thank you. We will now begin the question and answer session. And our first question comes from Matt Duncan from Stephens..

Hey. Good morning, guys..

Hey, Matt.

How are you?.

Hello, Matt..

Good.

How are you all?.

All good..

So, Robert, first question, just on the delays in tank battery construction.

Are you starting to see any signs yet that that is starting to ease a little bit, or what your expectations there on when you might actually start to see that revenue activity kick up, and can you talk about what the backlog growth has been like there?.

Yeah. The numbers keep growing. I'm looking forward to the next report that comes out. And so it really depends on when these service providers get their frac fleets back up to work.

I mean most of them reported their earnings last week, and you heard everything from putting five or 10 more spreads back to work in Q3 or putting all of them back to work by the year-end.

So the pace at which they get those refurbished and staffed and then work through the actual frac process, because them going back to work doesn't create tank batteries, they actually have to finish the frac process and leave the well site.

So I would expect we're going to fill it in Q3, but reading the notes from everyone's press releases last week – basically most of them went out last week – they all act like they're going to go out through Q3 and into Q4. So you're going to see some impact from that, but not the full impact, I don't believe..

Okay. So over the balance of the year, we'll see that start to come back, is what it sounds like..

I would expect. I mean, they were all very optimistic at putting equipment back to work..

Okay. And then in your slides, there's an interesting comment I was hoping we could explore a little bit more. You say that you are exploring numerous options related to corporate development not limited to the continued hunt for acquisitions.

What other stuff are you guys looking at?.

Well, I mean, obviously we're always going to be active in the M&A front, but there's other things that are in our business that could be potential for some kind of deal with another manufacturer or service company that would be a good swap sort of..

Okay. All right. And then last thing just on breakeven EBITDA. You've told us before that that's $150 million of revenue in a normal 3Q, obviously you had the break-up there in the 2Q in Canada which hurts your ability there.

So is that still the number if you do $650 million of revenue in the third quarter, should we expect breakeven or better EBITDA?.

Well, if we only do $650 million in the third quarter, I'm going to be highly disappointed, but let's say for some reason that happened, then yes, I would expect us to get to positive EBITDA..

Okay. I'll hop back in queue. Thanks, guys..

The two things working against us were simply in international contraction and Canada break-up..

Yeah. Understood. All right. Thanks..

Thank you..

Following question comes from Nathan Jones from Stifel..

Good morning, everyone..

Hi, Nathan. How are you? Good morning..

Good. Thanks.

How are you?.

We're all good..

There's certainly been a lot of reports from some of your suppliers, particularly on valves and pipes that they're having supply chain issues and difficulty ramping up with the demand here. I would think that gives not only them some pricing power, but you some pricing power.

And I know you talked a little bit about that on the call and maybe some targeted areas where you can continue to raise price.

Can you give us a little more color on what kind of pricing power you're getting with your customers and what kind of pricing power the suppliers are having as well?.

Yeah. So pricing comes through many different methods. If manufacturers raise list prices, which is typically how they push price increases to us, then we raise those list prices in our system, which not only affects sales of that product as we receive it, but current inventory. So that helps.

We do a tremendous amount of project work, whether it's tank batteries or midstream projects. And as tightening supplies occur, our branches will push margins trying to see where the line would be for still winning the project yet improving profitability, because firstly that helps them because that's the way their incentive plan works.

And then we have our pricing software system which looks for transactions that are in the region or with certain products that will recommend the branches start pushing pricing. So we've had good gross margin progression in Q1 and Q2. A very large piece of that is strictly through product margins.

And so basically you're just seeing the recovery of product margins that were severely hurt in the downturn..

Is there any additional color you can give us on your expectations for gross margins in the second half?.

Well, what concerns me about gross margin progression is that we tend to be seeing a flattening in the market. So we're no longer going through the Q1, Q2 active rig count adds. And so, when equipment's being added and activity's growing, that's a good period for price improvement.

If it were to flatten, which is – everybody's best guess as to whether that does or doesn't happen – even though competition in pricing remains fierce today, it will only get more fierce..

Then maybe on the Process Solutions Group again. You talked about labor constraints inhibiting your ability to ramp up there.

How do you balance potentially raising what you're willing to pay those folks to come back over and being able to meet that demand versus the impact it might have on margins?.

Well, that's the case with any operations. It's not just Process Solutions. But generally we have what we believe is a reasonable rate for all the different positions, and we're actually having some success in getting people into our business, staying within what we consider to be reasonable expense level.

So obviously we're not going to bring in somebody who makes generally $15 an hour and pay them $50 just to get through these projects, or ultimately that'll be an outcome that we won't like.

So obviously when it comes to expectations for salaries, that is one of the things that hinder our ability to add people, but we're getting through it right now..

Okay. Thanks very much for the help..

You're welcome..

The following question comes from Steve Barger from KeyBanc Capital..

Hey, Steve..

Good morning, guys. This is Ryan on the call for Steve..

Hi, Ryan..

Yeah. Strong sequential incremental margins in the quarter and I believe you guys previously expected them to be in the low-20% range in the back half.

Has that changed? And if not, what revenue growth do you think you'd have to see to hit that 30% range again?.

This is Dave, Ryan. Yeah. We guided to lower sequential gross margins in the second quarter which now have averaged almost 27% in the last four quarters. Those are very high premium gross margins. They were 35% in this most recent quarter. We don't expect that kind of flow-throughs going forward..

Okay..

Gross margin's been a major driver for that, but we've been very focused on cost containment. So, our folks are favoring higher margin transactions. That's how we've been able to increase price effectively and drive a gross margin that it's amazing that for the full year 2016, we had 16.4% gross margins.

Now all of a sudden we're at 19%, so we're really laser-focused on expanding price and managing the expense level pretty well. So we're going to be in the 15% to 20% range, but it could be in low-20% if we see further price expansion..

Okay. And then my next question, just looking into the back half for the international segment. It's going against its easiest comps in the year.

From what you've been hearing from customers so far, I mean do you think we could hit positive year-over-year growth in the third quarter?.

Well as far as growing international, we need to stem the tide of continued offshore depletion. I mean, if you just looked at some announcements that happened this week during earnings, you have more rigs being scrapped, that means more inventories going into the shore bases.

So I need that to stop in order to grow international because it's such a big piece. I mean, our revenues are literally off in the international segment, 70% since 2014. So I'm....

Okay..

... literally I'm hoping that our land growth, which we're having some really good successes, I just didn't do about not too long ago, we have some great successes on land, it's just happened to offset continued scrapping of rigs..

Got it. Thanks, guys..

Thank you..

Our following question comes from Andrew Buscaglia from Credit Suisse..

Hey, Andrew..

Hi, guys. This is Jason on for Andrew.

How are you?.

Good, Jason..

Good.

So I just want to ask about the general backdrop and if you've seen any change in tone or sentiment from your customers, just thinking about projects that it surprised you, either on the positive or negative side and how has that sentiment changed relative to the last quarter?.

Yeah. I've not experienced anything related to projects that's negative, even with the oil hanging out in this $40 range. I mean, most of our customers still plan to spend their budgets and those that are pulling back on their budgets are pulling back on it in areas that aren't related to things that would affect us.

So, so far I've not heard anything that gives me some pause. Some things that have surprised me to the upside have been very nice growth in midstream both in U.S. and Canada. We're winning more projects than we are accustomed. Our valve actuation faculties that we opened, the two we opened in the U.S.

in last couple of quarters have done very, very well, much better than we planned. So the midstream sector is the one that's surprised me to the upside..

Okay. Thank you. Appreciate it..

Thank you..

Next question comes from Chuck Minervino from Susquehanna..

Hey, Chuck..

Hi. Good morning..

Good morning..

Hey, Chuck..

Hey, just wanted to check. I think you provided some kind of color on the 3Q revenues earlier in the call. I think you said something like $700 million or something around $700 million for the second half of the year.

Is that the right number that – am I listening to that correctly?.

Yeah. So we're believing we can get over $700 million in Q3 and the root of that is simply the unknown ability for companies to get through the frac process.

So I mean, if I get surprised and the fleets went to work in late Q2 and early Q3 and they're going to finish fracking more wells than I expected in mid-Q3, and we move into tank battery construction, then I'll be surprised with the upside. It's so hard to gauge when these spreads are going to get back to work..

Okay yeah. And so if that – yeah, I just wanted to kind of touch on that number a little bit so that would be about $50 million of revenues sequentially 2Q to 3Q. And it looks like, in Canada historically you could get very big numbers sequentially.

It's ranged all over the place, but it looks like something in the $10 million to $20 million range historically which would only really leave something like $30 million in the U.S., which seems kind of light given the environment we're in.

Am I kind of going through that correctly and then you have your uncertainty with the tank battery construction, which maybe can provide some juice to that number as well.

But am I thinking about that kind of the right way?.

You're thinking about it correctly; however, we had such a strong performance in break-up, I would expect that range you mentioned, of $10 million to $20 million to likely to be on the lower end of that scale since we didn't have nearly as significant a drop in Q2 as normal. And then yeah, we're basically at flat rig count right now.

So our growth in the U.S. is really about working through the DUCs. And so it goes back to my earlier my comment, if for some reason, we meaningfully work through those during Q3, then I'll be surprised with the upside on U.S. revenue..

Okay. Got you. And then with the warehousing costs, I know they were up 1Q to 2Q and I think you mentioned the supply chain kind of new relationship there that you had to staff up for.

Is that still growing in 3Q, 4Q or is that going to start flattening out here following the hirings that you've done?.

Well, we've really only grown our expenses by $3 million since year-end of 2016 on over $100 million revenue growth. So that's pretty good expense control.

I would expect that whatever estimate you're making for sequential revenue changes and if you assume it's going to get 15% to 20% flow through to EBITDA and you assume our gross margin percent holds firm, that pretty much tells you what expenses are going to be..

Okay. I guess I'm just kind of getting to that and trying.

I think you made a mention of like a breakeven – better than breakeven in 3Q which, it would seem like it would be decently better than breakeven given kind of where you're talking about revenues and where you're talking about the incremental EBITDA?.

Well, the question was would we breakeven in Q3 at $650 million?.

Okay..

And the answer to that would be, yes, but at $700 million it's not breakeven..

Got you. That's what I was getting at..

It's better than breakeven. I mean at $700 million of rev if we reach it, which there's all sorts of unknowns about what I just mentioned earlier and you get 20% flow-through, you can possibly get EPS breakeven..

That was, thought, my next question was you did mention EPS breakeven in the second half in your press release.

I just wanted to know if you could kind of clarify that as a quarterly or a 3Q and 4Q or if it was some point in the second half?.

No, it's not. If we get $50 million more revenue in Q3, barring anything unforeseen that I can't imagine right now, we will be at or near breakeven EPS for the quarter..

Yeah. That's okay. Okay. Thank you very much..

If we get considerably more than $50 million, then that's even better..

Okay. Thank you..

You're welcome..

Our next question comes from Walter Liptak from Seaport Global..

Hey, Walt..

Hey, Walt..

Hi. Thanks. Good morning, guys. I want to ask about the DUC build.

Did you guys try and quantify how much revenue does building DUCs cost you during the quarter?.

No. We didn't try to quantify it because for me to do, we don't own 100% share in obviously that market. I'd have to be able to quantify how the 6,000 DUCs are allocated to our core customers that they didn't try to quantify how much it affected us. And I think it's pretty hard.

All I really have is IEA data and they don't give you much accuracy with respect to how many DUCs apply to each operator. So that would have to be known for me to make any kind of assessment..

Okay. Okay great. And then just to switch gears to something a little bit more boring, the inventory cash outflow in the second quarter.

Are you expecting to increase inventory levels or have more cash outflow in the third quarter? How are you balancing that, I guess, with kind of these question marks about the DUC build or not and price of oil, et cetera?.

Yeah. That's a good question. So we're kind of threading the needle in that regard. We have a market where we exited the first quarter with $51 oil and it dropped to $42 in late-June. So there's some skid issues there.

So I'm being very thoughtful about what we buy for the future, but we've got projects lined up for the next two quarters to three quarters. We're trying not to make spec purchases on inventory, but there's still pockets of optimism which we're trying to satisfy.

So we did have a noted increase in inventory, but we have new customers that we need to add inventory for. We expect growth in the third quarter like we've talked about but we're still thoughtful about managing that asset because things could soften again..

Okay..

Yeah. While we'd expect our inventory turns – we expect our inventory turns to be, like we've always said, 4.0 or better. And so we're still in that – in last two quarters, still in that range..

Yeah. I mean, even we expect improvements in our term rates, in our DSOs, and we like Robert alluded to, we're going to be EBITDA-profitable likely. So we could be improving our cash position or net debt position in the coming quarters..

Okay. That sounds great.

And it sounds like, you'll keep those turns about the same though if revenue is going up and your purchases will go up a little bit in the third quarter?.

Yeah. That's correct. It's going to – to manage growth, we're going to have to have inventory commensurate with that..

Yeah. Okay. Okay great. Thank you, guys..

Thank you..

Next question comes from Sean Meakim from JPMorgan..

Hey, Sean..

Hi. Good morning..

Good morning..

Maybe let's stay on that topic. I'm just thinking about the working capital sales ratios stayed nicely inside that target, low 20s but thinking about – how do we think about the incremental working capital bill relative to the incremental sales in the quarter? The bill is well in excess of that.

How do we think about that dynamic in the next few quarters?.

Well, one big part of that interesting shift was we went through a break-up in Canada. And we're still staffing for a "recovery," quote-unquote, for the third quarter in Canada.

So you'll naturally see our inventory turns get better in the third quarter, and we expect it to improve just for that simple math reversion to normal revenue levels in Canada. That's a big difference. We did see a contraction in international, like Robert talked about. That's a pretty lumpy business. We guided to flatness there.

So we'll kind of bottom – bounce along a flattish kind of curve there. But the main driver for inventory growth was we've got projects like I talked about and we went through a break-up in Canada..

And don't forget I mentioned earlier that the order intake in Process Solutions in the States has increased considerably. So you have to purchase material up-front for those projects and it may take three, six, nine months to get them out of the door. So you're going to see a build in WIP with respect to that..

Got it. Okay.

So in a flattening rig count environment, you think your revenue should still continue to rise given the lag impact on your business and therefore, working capital should still continue to go, but maybe perhaps with less of a build relative to the incremental revenue going forward?.

Yeah. Yes, we went from 21% working capital in Q1 to 22% in Q2. And as things kind of move forward at the pace we see now, we would fully expect the percent of revenue number to come down even though we're adding receivables in inventory..

Okay. Thank you. That's very helpful. And then one more just on the margins. Could you maybe give us a little more detail on what drove the mix shift? I mean, you mentioned favoring higher margin transactions.

Does that lead to shifts in customer or product mix? What does that look like I guess under the hood?.

A little bit of both. So we've seen pretty broad price appreciation because we're very intentional throughout the organization of favoring higher margin transactions. So from a product mix perspective, we're seeing growth pretty much across the board, most notably in pipe, like we mentioned on the first quarter.

So pipe still remains a real bright spot for us in terms of margins..

But we are experiencing it across all of our product lines. I mean, the branches are pushing price on things as simple as a tank battery, which includes every possible feasible product you can think we have in inventory, they're pushing it across the board. It's just – pipe is just a little bit more pronounced..

And in addition to that from a customers perspective, we are – with different customers there's a different cost to service the customer. So if the cost to service a customer or a transaction or a project exceeds the gross margin, we're kind of allocating our capital elsewhere.

So that's kind of a customer-project mix difference as well, but the biggest driver has been product and has been our emphasis on pushing price in a market that's growing. And we pretty much have said that for the last few quarters. We expect this, and it's being delivered in the field..

Understood. Okay. Thank you..

Thank you..

Thank you..

Our next question comes from Vebs Vaishnav from Cowen..

Hey, good morning and....

Hey, Vebs..

... hey. Thanks for taking my question. So if I followed the guide correctly, it sounds like Canada should be up towards the low end of $10 million to $20 million range, historically we have seen. Internationally up, call it, low-single-digits, which would imply U.S. revenues up, call it, 6% to 8% in 3Q versus 10% that we saw in 2Q.

First, is that fair? And I understand, I guess your point is going forward you could be surprised if frac activity surprises you to the upside, but I thought like you also said there were some revenue leakage or revenue deferred from 2Q.

If you could just help me reconcile that?.

What was the last part about 2Q?.

That, I think like when you spoke about 2Q revenues, you mentioned like there was some shortage – not shortage, but the certified people, they were less than what you wanted and there were some customer deferrals?.

Oh, deferrals. Sorry. Okay. So, yes, I would expect Canada simply to grow on the low end of the $10 million to $20 million range for only one reason and that's because they had such a strong Q2. So that's a fair thing to assume.

International, I'm just living in a world right now – as every quarter, these offshore drillers announce more scrapped rigs, I'm just living in a world about hope for flat revenue. I hope we can grow in lots of places to offset that reduction, because that reduction is no small number.

So I would expect flattish kind of performance international until the tide ends on these scrappings, and then the U.S. would make up the rest of that number to get over $700 million. The deferrals you're talking about is mainly our Process Solutions business. So we had two issues.

One is, we just couldn't get stuff out the door because we have issues with resources. If we had unlimited resources, that number would have been a lot different. Two, on a normal basis, we have customers who can't take delivery of packages that we've fabricated. And so the site's not ready or the pad's not ready.

And so we have no choice because they can't receive the material to put it on our yard in Casper. And when it's on our yard in Casper, we can't recognize the revenue. So that kind of stuff affects revenue recognition..

Okay.

And though that should help you in 3Q, is that fair?.

Yes, yes..

Okay. Okay..

All sorts of things should help us not just in 3Q, but going forward, assuming we don't have a huge contraction in the market or folks start creating more DUCs..

And that's a good segue into my next question. So if I think, let's just say this frac activity as everybody is putting back frac fleets in 2Q and 3Q and you guys have some revenue lag. I would expect even if let's say U.S. rig count flattens out in 3Q, your fourth quarter should still be outperforming that rig count handily.

Is that fair way to think about it?.

If rig count flattens, which would be the first time in the history of the world that's happened, but let's say it stays somewhere reasonably flat and frac fleets get put out meaningfully in Q3 and they start working through the DUCs meaningfully in Q3 and Q4, we may have another anomaly.

The first anomaly was Q2 beat Q1, which typically doesn't happen in this business, and Q4 could have a shot at beating Q3, which typically doesn't happen in this business, but at a flat rig count and all the frac spreads out working, I would expect growth quarter-on-quarter for some time..

Got it. And last question if I may. Just any updates on your thoughts about M&A. What you're seeing out there? It sounds like couple of other companies said second half would be M&A friendly.

Just what's your view on M&A pipeline?.

Well, you've known us for a while now and you know we're pretty conservative about what we're willing to allocate with respect to valuation. That worked well for us in 2015 and 2016 because outlook for the industry was bad and it was easy to get folks to align around proper valuations.

Now everyone's – if you owned a business that we would like to acquire and you survived the downturn, and you're in a place where either activity like in the Permian for example is strong or you believe that as soon as the decline rates are going to start sometime soon and your revenues are going to continue to grow, your expectations for the valuation of your business exceeds our comfort zone.

So it really depends on what the market does. There's plenty of opportunities out there. I mean, Michelle and her team working endlessly on these opportunities. It's just the bid-ask spread has grown now that people are more optimistic..

Got it. Right. That's all for me. Thank you so much..

Thank you..

We have no further questions at this time. I will now turn the call over to Robert Workman, CEO and President, for closing statements..

I thank everybody for your interest in DistributionNOW and we look forward to speaking to you in November. Thanks..

Thank you, ladies and gentlemen. This concludes today's conference. Thank you for participating. You may now disconnect..