NOW Inc.
Q3 2016 Earnings Call Transcript

Published: 2 Nov 2016

[Operator:]

Welcome to the NOW, Inc.'s Third Quarter Earnings Conference Call. My name is Jason and I will be your operator. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. I will now turn the call over to Senior Vice President and Chief Financial Officer, Dan Molinari. Mr. Molinari, you may begin.

[Daniel L. Molinaro:]

Thank you, Jason. And welcome, everyone, to the NOW, Inc. third quarter 2016 earnings conference call. We appreciate you joining us this morning and thanks for your interest in NOW, Inc. With me this morning is Robert Workman, President and CEO of NOW, Inc. and Dave Cherechinsky, Corporate Controller and Chief Accounting Officer. NOW, Inc. operates primarily under the DistributionNOW and Wilson Export brands and you'll hear us refer to DistributionNOW and DNOW, which our New York Stock Exchange ticker symbol throughout our conversations this morning. Before we begin this discussion of NOW, Inc.'s financial results for the third quarter ended September 30, 2016, 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 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 these, 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 on our filings with the SEC. In an effort to provide investors with additional information relative to our results as determined by GAAP, you'll note that we disclose various non-GAAP financial measures in our quarterly press release, including EBITDA excluding other costs, net loss excluding other costs and diluted loss per share excluding other costs. Each excludes the impacts of certain other costs, and therefore, has not been calculated in accordance with GAAP. A reconciliation of each is included in our press release. As of this morning, the Investor Relations section of our website contains a supplemental presentation covering our Q3 results and key takeaways, which should assist you in understanding our third quarter performance. A replay of today's call will be available on the site for the next 30 days. It also should be noted that we plan to file our third quarter Form 10-Q later today and it will also be available on our website. Later on this call, I will discuss our financial performance and we will then answer your questions. But first, let me turn the call over to Robert.

[Robert R. Workman:]

Thanks, Dan. As you saw in our press release, we experienced our largest quarter growth since the third quarter of 2014. I never thought I could get excited about an average global rig count that is lower than peak by more than 55%. But, for those of us with a large exposure to the upstream energy industry, the apparent bottoming of energy prices and activity levels were a much-welcomed event. Ignoring the seasonal impact of breakup in Canada each year, the third quarter of 2016 marked the first time in eight quarters that we experienced increased average quarterly global rig counts. Rig count growth in the U.S. and Canada was able to offset revenue declines in other regions internationally. Also in the quarter, WTI stabilized around $45 per barrel and Henry Hub natural gas prices improved to $2.88 per Btu. But, based on the recent pull back in oil and gas prices, we are still in choppy waters and not ready to characterize the bottom in the past tense, as the energy market remains uncertain as to the timing of a durable recovery. The good news is that we have a great group of employees who are making the right decisions each day to help us navigate the ship in these uncharted waters. In the coming quarters, I know that our employees will continue to seize organic share growth and make adjustments to our business to match the market climate regardless of what comes our way. One of those employees is a 43-year veteran with DNOW and I'd like to take a moment to recognize him before discussing the results for the quarter. Bill Harrington (05

[Daniel L. Molinaro:]

Thanks, Robert. When we were spun off into a separate publicly traded company, I had great confidence in this company, its seasoned management team and our future. Despite these two years in a challenging market, I am as confident as ever in DNOW. I continue to be proud of the efforts of our dedicated workforce as we created a standalone world-class provider of products and solutions to energy and industrial markets. I am grateful for the hard work and perseverance of the DNOW family. They make me proud. 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 $56 million or $0.53 per fully diluted share on a U.S. GAAP basis for the third quarter of 2016 on $520 million in revenues. This compares with the net loss of $44 million, or $0.40 per fully diluted share on $501 million of revenue in the second quarter of 2016. When looking at the year-ago quarter, we had a net loss of $224 million or $2.09 per fully diluted share on a revenue of $753 million for the third quarter of 2015. It should be remembered that the third quarter of 2015 included $255 million of non-cash charges associated with goodwill impairment. The third quarter 2016 results included $1 million in pre-tax severance charges and $19 million for after-tax charges for evaluation allowance recorded against our deferred tax assets. After adjusting for these items, our third quarter loss was $36 million, or $0.34 per share, both non-GAAP measures. Gross margin was 16.7% in Q3, up slightly over the 16.6% in Q2, and improved over the year-ago margin which was 15.5%, but included inventory cost adjustments. The company generated an operating loss of $53 million in Q3 compared with the loss of $57 million in Q2. Third quarter EBITDA excluding other costs, a non-GAAP measure, was a loss of $40 million. Looking at operating results for our three geographic segments, revenue in the United States was $372 million in the quarter ended September 30, 2016, up 10% over Q2. Third quarter revenue in the U.S. was down 25% from the year-ago quarter, with the decline being less than the 45% fall in the year-ago U.S. rig count as acquisition revenue improved our position. Renewed customer spending certainly contributed to these year-over-year revenue declines. Third quarter operating loss in the U.S. was $46 million compared with a $44 million loss in the second quarter of 2016. In Canada, third quarter revenue increased 22% sequentially to $67 million, but down 29% from Q3 2015, which is less than the 37% decline the year-ago rig count in Canada. Declines in the Canadian rig count and well completions, as well as the strengthening of the U.S. dollar, contributed to lower year-to-date revenue in 2016. For the three months ended September 30, 2016, Canada's operating loss was $2 million compared with the loss of $8 million in Q2 and compared with operating profit of $2 million in the year-ago quarter. Market activity in Canada remained sluggish. International operations generated third quarter revenue of $81 million, which was down 26% from the second quarter of 2016, and down 50% from the year-ago quarter. Additional revenue provided by acquisitions was offset by decreased international rig activity, reduced customer spending as they use their own inventory, and the completion of certain major projects. International operating loss for the third quarter of 2016 was $5 million, similar to Q2, and compares with an operating profit of $1 million in the year-ago quarter. You'll recall that last quarter, we moved from two to three revenue channels in the U.S., adding Process Solutions to our existing Energy Centers and Supply Chain Services. For Q3, revenue channels in the U.S. show Energy Centers at 52%, U.S. Supply Chain at 33%, and U.S. Process Solutions at 15%. For your modeling, I'll give you Q1 and Q2. In Q1, we had 54% U.S. Energy Centers, 37% U.S. Supply Chain Services, and 9% U.S. Process Solutions. That was 54%, 37% and 9%. In Q2, U.S. Energy Centers were 53%, U.S. Supply Chain Services were 36%, with U.S. Process Solutions at 11%. Again, that's 53%, 36% and 11% for Q2. Continuing on our income statement, warehousing, selling and administrative expenses were $140 million in Q3, unchanged from Q2 and down $13 million from Q3 2015. We continue to show progress with our cost-cutting initiatives. It should be remembered that we've acquired 12 companies adding to these costs. These costs include branch distribution center expenses as well as corporate costs. The effective tax rate for Q3 2016 was essentially 0%, as we're not allowed to record a tax benefit on our losses in the U.S. due to our deferred tax asset valuation allowance position. There was a mix of tax benefit and tax expense in our jurisdictions outside the U.S. which largely offset each other. I expect Q4 to also be close to 0%. Turning to the balance sheet, NOW, Inc. had $601 million of working capital excluding cash at September 30, 2016 which was 29% of Q3 annualized sales. We still strive to get at least 25% again. Accounts receivable improved another $15 million in Q3, ending the quarter at $339 million. We reduced AR more than $515 (26

[Operator:]

Thank you. And our first question comes from Matt Duncan from Stephens, Inc.

[Unknown Speaker:]

Hey, good morning guys. This is Will (30

[Daniel L. Molinaro:]

Hi, Will (30

[Unknown Speaker:]

Hey. I want to start with the midstream piece of the business and what you're seeing and hearing from customers there. How would you characterize the tone of those conversations regarding the outlook into 2017? And what would you say the pickup in the 3Q from the 2Q was largely driven by in midstream markets?

[Daniel L. Molinaro:]

These midstream projects are very lumpy, because they're project-oriented. For example, we've been working on ETC's DAPL project now for many, many quarters. I was actually with a large midstream customer probably three weeks ago, and they've got several projects in the queue that they plan to start in Q1. So, I think you're going to find a mixed bag. I think you're going to find some midstream firms that are going to slow down and others are going to pick up. But, we actually had a pickup with midstream in Canada in the quarter.

[Unknown Speaker:]

Okay. That helps. And, Robert, you touched on the pricing environment in the remarks. I'm wondering if you've seen, or feeling a bottom, or firming in the pricing environment while activity was picking up? And how you're thinking about price, now looking forward versus what you saw in the 3Q?

[Robert R. Workman:]

Our margins are driven really in two major buckets. One is our contract customers, and so the branches can affect those margins. And so, we negotiate and constantly look to remove either concessions we've made in the past, or push pricing there. We haven't had much traction yet, because we're in the lull of the bottom. And then, the other big piece of our business is really margins that are managed by the branches. So, we may have a contract customer that buys from us every day and they may send us a spreadsheet full of materials to bid. And so, the branches at that point don't have to live by the contracts, they basically price at what they think the market will accept. And so, they're going to continue to push margins naturally at all of the branches, because that would only improve their incentive program, which is driven by EBITDA margins. But so far, we haven't seen any of that stick. But, I would expect if activity continues to improve that eventually, that would start gaining tractions as price availability and service levels take precedent over price differences.

[Unknown Speaker:]

Okay. And then, last thing for me. I'm wondering how you guys are thinking about M&A and what you're appetite right now is there, as we've seen a pickup in the upstream activity? Trying to get an idea of the working capital reinvestment you'll need if trends continue to work higher, or even substantially improve, how that working capital investment might offset your acquisition activities through the recovery?

[Robert R. Workman:]

Yeah. So, we have plenty of room, just in our line of credit and cash, not to mention other forms, to fund both the recovery and do acquisitions. I mean, whatever you're modeling for rig count recovery, which could get you quickly to our revenue line, we continue work our way down to 25% of revenue for working capital. And so, that would kind of give you an idea of how much additional cash we'd need to fund inventory and receivables, but it won't be nearly the amount of cash and credit line we have available right now currently. So, we're still interested in M&A. We're still working it like we always have. We just currently have a tremendous amount of our resources focused on the organic opportunities that exists by getting the synergies out of the acquisitions that are now in the process team.

[Unknown Speaker:]

Great. Thanks a lot, Robert.

[Operator:]

Thank you. And our next question comes from Ryan Cieslak from KeyBanc Capital Markets.

[Ryan Cieslak:]

Hey. Good morning, guys.

[Robert R. Workman:]

Hey, Ryan.

[Daniel L. Molinaro:]

Hey, Ryan.

[Ryan Cieslak:]

I guess, first off, Robert, I'd just be curious to know when you look at the quarter and the way it played out, maybe relative to your expectations, was there one particular month that was weaker or better than the others? And just maybe some directional sense of how the quarter ended relative to maybe how it started.

[Robert R. Workman:]

Well, in a flattish market, which we've not been in in a long time, but in a flattish market, Q3 is usually our strongest quarter. And Q2 is usually our weakest due to the breakup in Canada. And then, Q4 and Q1 look generally similar to each other. And as normal, the third month of the quarter was our strongest month. So, that was not unexpected. That generally happens in our business, the revenue grows per month through the quarter. So, it was stronger than we expected it to be, because most of the offset that was a surprise for us was simply the winding down of projects internationally.

[Ryan Cieslak:]

Okay. And then, it seems like there's some puts and takes going into the fourth quarter, still a choppy market and, certainly, international side of things has been weak. Maybe just directionally, how we should think about the type of sequential pattern in sales going into the fourth quarter for you guys, if it's going to be what you generally see or is there a better way of just thinking about that trend on the top line going from the third to the fourth quarter?

[Robert R. Workman:]

Well, in the three geographic segments, we expect International to recover, maybe not to the Q2 levels, but definitely a strong recovery in International. Canada will continue to grow based on what we're hearing from our customers on their drilling program. And in the U.S., with rig counts continuing to increase, my hope would be – and we won't know, but our hope would be that, that could offset fewer billing days, holiday impact, Thanksgiving and Christmas, and our customers always start winding down budgets later in Q4. So, I think if we ended up with a flat U.S. revenue stream, that would be pretty exciting.

[Ryan Cieslak:]

Okay. Great. Then, I'm sorry if I missed this. Did you guys provide just some direction of where we should think about operating expenses or WSA into the fourth quarter? I know you guys have given some guidance on that in the past. I'm sorry if I missed it, but just any color around that would be great.

[Robert R. Workman:]

Yeah. We're not going to sit on our hands and wait on the market to come back. So, we're going to continue the same expense cutting in Q4 that we did in Q3 that we did in Q2. So, based on our past performance, I would expect we could reduce expenses further in the $3 million to $5 million range for WSA. That being said, if you see rig count start going up 30 a week for the rest of the quarter, that would definitely – those increases would probably offset those targeted reductions, but based on modest activity improvement like we've experienced so far, I would expect we could reduce expenses again by $3 million to $5 million.

[Ryan Cieslak:]

Okay. And then, this is my last question on – sort of dovetailing off of that is, you've done some significant cost-cutting here since the peak in certainly a market that remains very uncertain and choppy. Robert, how are you thinking about the business going into next year in terms of maybe some additional cost opportunities or what you need to see to really feel comfortable that you guys have cut enough from a cost perspective?

[Robert R. Workman:]

Well, I'm excited every quarter, because we manage – the cost cutting actually happens in our operations and these are the branch managers that are doing the best they can to try to improve their profitability. And so, they've already gone above and beyond with respect to what I thought they could accomplish in the expense reduction efforts. So, if the market stays consistent going forward as it has been in the last few months, I would expect costs to continue to come down. If we have some top of robust recovery, then that would be a whole other scenario.

[Operator:]

Our next question comes from Andrew Buscaglia from Credit Suisse.

[Daniel L. Molinaro:]

Hey, Andrew. Andrew E. Buscaglia - Credit Suisse Securities (USA) LLC (Broker) Hey, guys. How are you?

[Daniel L. Molinaro:]

We're good. How about you? Andrew E. Buscaglia - Credit Suisse Securities (USA) LLC (Broker) Good. Can you give us an update just after you had that great Analyst Day on Power Service? I think I missed what it contributed in the quarter. And then, if you could comment into Q4 just for modeling purposes, what you expect. I know seasonally, there is typically a slow down, but can you just give us some color there?

[Daniel L. Molinaro:]

Yeah, we acquired Power Service in Q2, and they contributed $7 million of revenue in that quarter. And then, they contributed an additional $20 in Q3, so that would be $27 million of revenue that they had in Q3. Now, that business is longer lead time. So, these orders that we're receiving lately that are quite exciting, some of these pumps have some 12-week, and 18-week, and 24-week deliveries and things of that nature. So, it'll take a while for that to materialize. Unlike our Energy Center business, which is pretty close to the tip of the spear. So, I would think that our process team revenues will continue to soften into Q4 and possibly Q1 until those longer lead time items start materializing into our revenue stream. Andrew E. Buscaglia - Credit Suisse Securities (USA) LLC (Broker) Okay. And then – okay. So, then after Q1, we should model somewhat of a material pickup for that specific.

[Robert R. Workman:]

I guess that depends on how you would define the word material, but yeah, you would defiantly model a pickup in that business beyond there. Andrew E. Buscaglia - Credit Suisse Securities (USA) LLC (Broker) All right. And then, could you just give us an update on DUC inventory, anything changed in the quarter over the last three months?

[Robert R. Workman:]

Well, there is all sorts of people that date out there that conflicts with each other, but we did notice a nice little pickup, mainly in the North East and in the Bakken with respect to customers completing DUC inventory. Now, it's a far cry from the number that's actually out there. I think you get anywhere from 4,000 DUCs to 5,000 DUCs out there on people that try to keep up with it. And so, we didn't have that kind of recovery. But, we did see dozens and dozens of wells that have been capped, get completed. So, that was an exciting little kind of turnaround finally. Andrew E. Buscaglia - Credit Suisse Securities (USA) LLC (Broker) All right. That's it for me. Thanks, guys.

[Robert R. Workman:]

Thank you.

[Operator:]

Our next question comes from Sean Meakim from JPMorgan.

[Robert R. Workman:]

Hi, Sean.

[Daniel L. Molinaro:]

Hi, Sean.

[Sean C. Meakim:]

Morning. So, we often reference the rig count as a good proxy for your business and we have the natural lag between drilling and completions, that makes sense. We saw some of that in the quarter. But, we did lag the rig count by a good bit. And now, I think, if I understood correctly, we're talking about a flattish top line in the U.S. for 4Q., U.S. land rig count up about 13% quarter-to-date. Seasonality towards an year-end is understood, but I guess how do we think about the business eventually catching up to what we've seen in terms of rig count off the bottom here?

[Robert R. Workman:]

Well, the only reason we use rig count as an indicator for our revenue stream is simply because it's the only – it's the least inaccurate data point we can find. If there was solid completions data out there that didn't vary widely between firms, we would switch to measuring our revenue on a completion basis, because the vast majority of our upstream revenue is with the actual completion of the tank battery, not necessarily the consumables that the drilling rig consumes while they're drilling. But it's the only thing we have to measure against unless you have a data source that's accurate and reliable. So, generally, you're going to spend, I don't know how many days you're going to spend drilling a six-well or eight-well pad, and we're going to be selling to the drilling contractor while that's going on. And then, we're going to sell very little to the frack crew, maybe some safety gear and some tools, but not anything worth measuring, and that takes a month or two. And then, they do the tank battery. So, there is definitely a lag between our revenue stream and rig count movements. It's probably one of the more closely tied businesses to rig count movements, but there's still definitely a lag there.

[Sean C. Meakim:]

And so, that's all well understood. If you think about – can you give us maybe a little more detail just on this quarter, how your drilling business – your drilling-related business did perhaps relative to the overall?

[Robert R. Workman:]

It definitely improved as a percent of total revenue, starting about mid-last quarter. It's up several percentage points of total revenue.

[Sean C. Meakim:]

Okay. And then, just thinking about the relationship between revenue and working capital as you kind of make your way through the turn, your expectation that the working capital build will lag the revenue ramp, and that's how you get to your efficiency targets? Or is there some risk as we go another quarter here where we've generated more cash, we've liquidated more inventory, we actually have to build more cash – sorry, build more working capital early in order to catch up? Just curious about that interplay.

[Robert R. Workman:]

Yeah. I would expect, Sean, that the progression you've seen from the point of spin all the way to now where we've been working our working capital down, that you're going to see that ratio continue to improve. Now, will we have to buy some A items that are high turn items to replenish those in the branches? Sure, we will. But, I would think DSOs and inventory turns will continue to improve.

[Sean C. Meakim:]

Okay. Fair enough. Thanks.

[Robert R. Workman:]

Thank you.

[Operator:]

Our next question comes from James West from Evercore ISI.

[Robert R. Workman:]

Hey, James.

[James West:]

Hey. Good morning, guys. Robert, so kind of following-up on Sean's question there about rig count growth and understanding the lags, but how good is rig count now as a proxy for your drilling-related or completions-related businesses? I mean, it seems to me like it would be more tied to, kind of, I guess the completions side, or the number of completions done per quarter. Because, there was, I mean, a pretty significant disconnect between the rig count in both the U.S. and Canada, and your growth in both those regions in this quarter. And I understand we may see a pickup later on, but given your guidance, it sounds like the lag is much longer than I would have expected.

[Robert R. Workman:]

Yeah. Our revenue per rig – per global operating rig for the quarter was pretty much flat with Q2, but I do agree that there is definitely a lag between rig count increases and our revenue stream. I mean, because if you think about it, they could spend, what, a month drilling the wells on a pad. And then, they're going to spend one to two months doing the completion job. And then, the biggest revenue stream for us, upstream, by far, as it related to activity, is the tank battery. So, the biggest part of our revenue related to the rig count increases we've had over the last two months, three months is yet to materialize.

[James West:]

Right, okay. But, aren't you involved in as the rigs are staffed and stood back up? Aren't you involved in kind of getting all the ancillary equipment or the supply chain going again, so you would see kind of a concurrent improvement? I understand it's a small revenue piece, but there would be some concurrent improvement as well?

[Robert R. Workman:]

There is no doubt that we experience revenue growth with the drilling contractors, even before they start drilling.

[James West:]

Right.

[Robert R. Workman:]

I mean, they've got replenished inventory on these rigs before they even move them out to the well site. But, as a percent of the total upstream revenue we have, it's not going to move the needle. I mean, it's great revenue, we love our drilling contractor customers. But, at the end of the day, our operator customers, by far, carry the weight when it comes to our revenue stream.

[James West:]

Okay, okay. Fair enough. And then, on the ...

[Daniel L. Molinaro:]

James, I want to add something. If you look at our rig count, like Robert said, it's still our best, but inaccurate proxy for what revenue should do. If you look at our revenues from the first quarter, our rig count from the first quarter in Canada, which I think is a better comparative period given the breakup, our revenues are up versus a much smaller rig markets, down 26% in Canada versus the first quarter and our sales are up. If you look at the same in the U.S., rig count from the first quarter is down 14%, but our revenues are up, or flat, even after pulling out Power Service. So, there is not a perfect quarter-to-quarter correlation, but over time, I think it's still a good barometer.

[James West:]

Okay. But Dan, that's helpful. And then, another follow-up from me on the balance sheet. The balance sheet obviously in good shape right now, but you're going to have to rebuild your inventories probably significantly as the recovery takes hold. So, if we envision a scenario where activity, maybe not rig count given the efficiencies on the rig side, but activities – completions activity gets back to 2013, maybe early 2014 type level, how much incremental inventory are you going to need to the balance sheet to be able to service your customer base in North America?

[Daniel L. Molinaro:]

Well, as a general rule of thumb, you should expect our inventory turns to work their way to 4 times and you should expect our DSOs to be in the mid-50s and you should expect our working capital spending revenue to be around 25% million. So, if we add $1 billion of revenue, we need $250 million of cash to fund our balance sheet and we've got -- we could do that several times over.

[James West:]

Right. Okay. Okay. Got it. Thanks, guys.

[Robert R. Workman:]

Thank you.

[Operator:]

Thank you. Our next question comes from Vebs Vaishnav from Cowen & Company.

[Vaibhav Vaishnav:]

Good morning, gentlemen.

[Robert R. Workman:]

Hey, Vebs.

[Vaibhav Vaishnav:]

Hey. How are you doing?

[Robert R. Workman:]

Good.

[Vaibhav Vaishnav:]

Thanks for taking my question. I guess it has been asked in various forms. I'm going to try from a different angle. How would you characterize your drilling versus completions revenue share within the U.S.?

[Robert R. Workman:]

Our revenue share?

[Vaibhav Vaishnav:]

Yeah. Like how much comes from drilling with the completions?

[Robert R. Workman:]

I don't have that number in front of me, Vebs, but I mean, our drilling revenues must be of our U.S., of our Upstream business got to be 10%, 8%, some number. I mean, I can pull it out and publish it, but it's not – I mean, it's definitely insignificant for the operators. Operators might be half of it.

[Vaibhav Vaishnav:]

Okay, okay. So, let's say if we were to say U.S. D&C spending is up 15% to 20% in fourth quarter. You are implying that despite spending being up 15% to 20%, you would still have flat revenues in fourth quarter?

[Robert R. Workman:]

So we're talking about the U.S. as a whole right now. We're going to have some declines in the process group for the reasons I mentioned earlier about – it's a bigger lag for long lead time, and we're going to have an impact of fewer billing days. Billing days are a big deal in this business, and we're going to have holiday impact. And we're going to have winding down of budgets. And a lot of customers, if you ever get Pete aside and he'll talk to back in his H&P days, they send the crews home at Thanksgiving and Christmas, unless there is a really strong reason not to. So, all of that stuff combined, hopefully, will be offset by the activity improvements we have in the non-holiday season periods of the quarter.

[Vaibhav Vaishnav:]

Okay, okay. And could you help us just think about like how much of your U.S. business comes from Gulf of Mexico?

[Robert R. Workman:]

Back in 2014, before the slowdown, I think it was maybe 11%, 12%. I remember running the numbers a long time ago. It's somewhere in that range and now it's got to be 5% or less.

[Vaibhav Vaishnav:]

Okay. Okay. And there was a comment that you made basically saying considering your credit facilities and the lapsing of restrictions previously imposed by taxpayer on issuing more equity, you would use all forms of growth. Was that comment related to like a preemptive thing or was it in consideration for a deal?

[Robert R. Workman:]

No, no, no. There's several forms of currency we have to do M&A, and I was just highlighting some of the ones that folks don't always know about, which is obviously our DTA is going to be cash avoidance in the future. And most folks don't know that we've been under a Tax Matters Agreement for two years where we had no access to our equity if the right deal came up where equity would make sense. So, I'm just kind of updating the callers or listeners on – we have more than one form. We've got cash. We've got a line of credit that's barely tapped into. So, we have plenty of powder in many forms to not only fund a recovery, we could fund a recovery of a couple billion more dollars of revenue and still have room. So, just making sure everyone knows that it's not an either/or for us. It's an all the above. We're just currently focused on getting the synergy and organic benefit out of some acquisitions of recent and making sure we don't divert those resources onto other areas of our business and miss out on basically free revenue growth.

[Daniel L. Molinaro:]

Probably, the key thing there, Robert, is the equity side with the Tax Matters Agreement, too, because now that opens up currency, as you said, all forms of currency. So, we can kind of run the business as we need to.

[Vaibhav Vaishnav:]

Okay. And last question, if I may. Just if you can update us on like the Power Services M&A or the acquisition, how was the progress on leveraging that piece of the business, just putting it on your broader U.S. scale?

[Robert R. Workman:]

Putting on a what scale?

[Vaibhav Vaishnav:]

Just much broader U.S. – like, earlier it was more in the Rockies versus...

[Robert R. Workman:]

Yeah. Believe it or not, their peak obviously was late 2014, early 2015, obviously, because their lead times are longer. So, they didn't feel the downturn at the beginning of it. And their quote log right now for that business, for the modular solutions, is greater now than it was back then. So, there's a lot of exciting things happening. They constantly send me emails about projects they win, up in the Marcellus and Utica, or down in the Eagle Ford or up in Alaska that they would have never even known about if they hadn't been part of the DNOW organization. And on top of that, you now combine it with the Odessa Pumps teams, you've got the entire Odessa Pumps army out there trained and generating these opportunities as well. So, I'm excited about it. I mean, I'm extremely excited about it.

[Operator:]

Our next question comes from Chuck Minervino from Susquehanna.

[Charles Minervino:]

Hi. Good morning.

[Robert R. Workman:]

Hey, Chuck. How are you?

[Daniel L. Molinaro:]

Hi, Chuck.

[Charles Minervino:]

Good. Good. Hey. Just a couple of questions, I guess first in the International business, I think you said that you think that that's going to recover in 4Q. Do you think that we've now seen the bottom in 3Q with that International business or is that more of a kind of – I know you have some cross-currents there with offshore still kind of in decline and you've got some new projects starting, but, do you think we've seen the bottom now in 3Q as we kind of look out into 2017?

[Robert R. Workman:]

If you separate our business internationally into offshore-centric and not-offshore-centric, the onshore work both coming from MacLean, which is that acquisition we made, who have been knocking it out of the park – I mean, I don't want to detract from their success. They had a lull, because of the winding down of two LNG projects, but compared to their past performance, they are killing it. And so, groups like that and our teams in the Middle East that are focused on projects in Kuwait and some shipments into Iraq and some other areas, they've been making up for some of the offshore decline. And so, that particular segment is going to continue to do well. The part I don't know, and I don't know anybody out there that does know, is what's Q4 and Q1 and Q2 and Q3 look like for the floater fleet? Are they going to stack another 30 rigs? Are they going to stack another 10 rigs? Are they going to get busy again? You hear a mixed bag of what's going to go on with offshore projects. I've heard positive things from Schlumberger and others this quarter about FID projects and I've heard negatives from others. So, the offshore is the wildcard for me for our International segment, because if it's a big enough decline, the great things happening elsewhere might not be able to mask it.

[Charles Minervino:]

Are you able to help us with how big offshore now is as a piece of the International business?

[Robert R. Workman:]

Well, I think, when I looked at it last, which was, I don't know, a few quarters ago, it was about half of our International segment. And I'm sure that's moving every quarter left and left and left, because obviously as revenues decline in that segment, they grow elsewhere ,the ratio is going to switch.

[Charles Minervino:]

Okay. And you might've touched on it earlier, but just kind of looking at the U.S. business. I think in the past couple of quarters, you guys have talked a little bit about maybe like 15% or 20% incremental margins in that business as the revenue grows and it looks like the incrementals are actually negative this quarter. Can you just help us understand maybe what's going on there? I know there are some acquisitions that have worked in there as well, but how to maybe think about incrementals as U.S. begins to recover more materially?

[Robert R. Workman:]

Well, the incrementals in the quarter were clearly affected by non-recurring benefit and then the full quarter loaded full of Power Service expenses. If you saw a nice ramp in revenue in the U.S. and we didn't have any one-off kind of scenarios like the ones I just described, then you would expect, at least in the first few quarters of a recovery, a robust recovery, you would expect high teens or low-20%s in flow-through.

[Charles Minervino:]

So, I guess is this just more of a matter of timing before we start seeing that?

[Robert R. Workman:]

Yeah. I mean, I think Q3 would have looked a lot different without those two things I just mentioned. So, those kinds of events mask the operational flow-throughs that we've experienced in the quarter. So, if that stuff kind of stays constant and we have considerable revenue growth in the U.S. segment in the coming quarters, you're going to see flow-throughs that are clearly in the mid to high-teens or low-20s%.

[Charles Minervino:]

Got it. Thank you.

[Robert R. Workman:]

You're welcome.

[Operator:]

Thank you. Our next question comes from Joe Gibney from Capital One.

[Robert R. Workman:]

Hi, Joe.

[Joseph D. Gibney:]

Thanks. Good morning, guys. Covered most of the ground. Really I just wanted to touch on a smaller piece of your business, some perspective on downstream perhaps, maybe tone of conversation with the customers regarding outlook for possible increase in turnaround work. I know it can be lumpy on the project side too, but just some perspective there, I'd appreciate it.

[Robert R. Workman:]

Well, Joe, I have been hearing that turnarounds are one quarter away now, but it feels like two years. I've gotten to point now when they come to my office to talk about turnaround activity in the coming quarter, I stick my fingers in my ear, because I'm just tired of hearing one thing and it materializing differently. But they're pretty excited. I mean, they're telling me right now that they think Q4 is going to be a good turnaround quarter, and we'll see if that ends up being true, but they're pretty upbeat on turnaround this quarter and into Q1.

[Joseph D. Gibney:]

Into Q1.

[Operator:]

Thank you. That will end our question-and-answer session. I will now turn the call back to President and CEO, Robert Workman, for closing statements.

[Robert R. Workman:]

I'd like to thank everyone for your interest in DistributionNOW, and we look forward to talking to you in February.

[Operator:]

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