Beacon Roofing Supply, Inc.
Q1 2008 Earnings Call Transcript

Published: 8 Feb 2008

[Operator:]

Good day ladies and gentlemen and welcome to the BeaconRoofing Supply Fiscal Year 2008 First Quarter Earnings Conference Call. (Operator Instructions) On this call, Beacon Roofing Supply may make forward-lookingstatements including statements about its plans and objectives and futureeconomic performance. Forward-lookingstatements are subject to a number of risks and uncertainties. Actual results may differ materially fromthose indicated by such forward looking statements as a result of the variousimportant factors including but not limited to those set forth in the riskfactors section of the Company’s latest Form 10-K. I would now like to turn the call over to Mr.Robert Buck, Chairman and CEO of Beacon Roofing Supply. Please go ahead, sir.

[Robert Buck:]

Welcome everyone to our First Quarter 2008 EarningsCall. I will begin the call with a fewcomments and then David Grace, our CFO will present the financial details ofour performance. During last quarter’s earnings call, I tried something newby preparing in advance a few questions and answers covering important topicsthat we anticipate were important to you and you would want covered in thiscall. I have received many variedcomplimentary comments about that approach and decided to do it again on thiscall, however, after that, we will open the call for additional questions thatwe might not have covered. For the quarter total sales increased 5% while organic salesdeclined 12%. The quarter began strong,but slowed significantly in December because of heavy snows in Canada,the mid West and the Northeast. Anddespite a slow December, we were able to meet earnings per share estimates forthe quarter. That accomplishment wasmade possible because we had focused on expense controls throughout thequarter. You will hear more about ourexpense control efforts later in the call as we explain to you how we aremanaging our company through tough economic times. Our leadership team is committed to running a lean andefficient company and Paul Isabella, our new COO is doing an outstanding jobexecuting this business plan. Theexpense reduction targets by branch and region are taking place and are beingmonitored weekly and during this call, I would like for you to take note of ourprofitability, our cash flow, inventory management and control of capitalspending. Also, please notice the strength of our adjusted EBITDAwhich was disclosed in our earnings release and finally, gross margins appearedto stabilize and we anticipate that will continue, but before I turn the callover to David, I want to communicate again that we have a solid businessoperating plan and very importantly, I am very proud of our leadership team andthe tough decisions they are making, so I am going to turn this over to David,after which, I will get back to these questions and answers. Thank you.

[David Grace:]

In the first quarter of Fiscal 2008, net sales increased by 4.8% to $398.4million from $380.2 million in 2007. Ouracquired markets which is mainly the North Coast acquisition we madelast year added $64.7 million in net sales while existing markets whichincludes all of the branches except for those included in our acquired marketssaw a sales contraction of $46.5 million or 12.2%. It continues to be lower levels of new homeconstruction activities in most of our markets with flat to declining materialprices. These factors combined with the tough start to winter caused our residentialroofing product sales to drop 18.9% for the quarter. Non-residential roofing was flat to last yearoverall, but we saw a growth in markets which did not experience the effects ofthe early winter snow and cold. Complimentary products reacted much like our residential roofingproducts, down 15.2% and across most existing markets. We estimate inflation in our product costbased upon our current inventory product mix and invoice cost as compared tothe invoice cost of the same products a year ago. Based upon this estimate, our product costhad fallen 1% to 2% from fiscal 2007 levels. Our suppliers have announced price increases ranging from 5% to 15% whichwere to be effective in mid February, but it is too early to predict what thefinal level of pricing will be for the remainder of Fiscal 2008. We opened one branch and closed one branch during the quarter. We also acquired 17 branches since the firstquarter of fiscal 2007 and today, we operate a total of 178 branches as of theend of the quarter. We had 61 businessbase in both 2008 and 2007. Our overall first quarter gross profit was $91.7 million for both 2008 and2007 as we saw our overall gross margin drop from 24.1% to 23.0%. Acquired markets had $10.5 million in grossprofit while our existing markets saw a drop of $10.6 million or 11.5%. Our overall gross margin rate includes theimpact of North Coast mostly non-residential roofingproduct sales which have lower gross margin rates than our other products. Existing markets had gross margins of 24.3% forthe first quarter of 2008 compared to 24.1% for 2007. We also saw only a 30-basis point drop in our invoice gross margin rate in2008 compared to 2007 indicating a bit of stabilization in pricing. We also benefit from enhanced structure andbuying in calendar yearend programs from our vendors which we had previouslyhad not expected to obtain. Total operating expenses increased $5.2 million, or 7.4%, to $75.9 millionin the first quarter of fiscal of 2008 from $70.7 million in 2007. Our acquired markets operating expenses of$9.5 million were offset somewhat by a decrease of $4.3 million in our existingmarkets operating expenses due to savings in some of our variable expenses fromlower revenue levels, but also from cost cutting measures. Payroll and related cost decreased by $3.2million primarily from a reduced headcount notwithstanding that we have addedseven branches. That seven branches havebeen open since 2007. We also generatedexisting market savings of $1.8 million and other general and administrative expensesprimarily from savings and insurance, travel and allocations to our acquiredmarkets partially offset by a higher bad debt expense as we increased ourreserves due to the industry slow down. During the first quarter of 2008, we expensed a total of $3.9 million for theamortization of intangible assets recorded under purchase accounting including$1.6 million in our existing markets compared to a total of $2.7 million in2007. Existing market operating expensesas a percentage of net sales increased to 19.1% from 18.6%, due to the lowernet sales and the relatively fixed nature of our operating expenses. Overall operating expenses increased to 19.1%of net sales in 2008 from 18.6% in 2007 due to the same factors offset somewhatby the inclusion of North Coast which has loweroperating cost as a percentage of their sales. Interest expense increased $0.7 million to $70.0 million in the firstquarter of 2008 from $6.3 million in 2007. In the first quarter of 2007, we refinanced our credit facilities with alarger facility with more favorable terms. We have also incurred additional borrowings later in 2007 to finance ouracquisitions. Interest rates havedecreased somewhat from the prior year’s first quarter which affected interestcost on our variable debt. Income tax provisions of $3.5 million and $6.3 million were recorded in2007, 2008 and 2007 respectively, an effective tax rate of 40.2% for bothquarters. As a result of all I havementioned, we had a net income of $5.2 million in our first quarter of fiscal2008 compared to $8.8 million in 2007. Diluted net income per share was $0.12 compared to a net income per share of$0.20 in 2007. Our earnings beforeinterest, taxes, depreciation and amortization in stock based compensation, ouradjusted EBITDA which is reconciled to our GAAP net income in our press releasewas $26 million for 2008 as compared to $29.2 million in 2007. Our cash flow from operations was $2.8 million for the first quartercompared to $3.6 million in 2007 as income from operations decreased to $15.8million in 2008 from $21.8 million in 2007. Accounts receivable decreased by $78.0 million in 2008 primarily due tothe normal seasonal decrease intensified due to the early winter conditions inour northern regions. The number of daysoutstanding for accounts receivable including North Coastincreased slightly in 2008 as compared to 2007, mainly due to the higher mix ofnon-residential sales. Inventory levels increased by $7.3 million as we took advantage of somecalendar year enhanced buying programs offered by our vendors. Average inventory per branch was down about8% in 2008 as compared to 2007, with the inventory turns down slightly due tothe lower sales volumes at the end of the quarter. Accounts payable in accrued expenses declined$76.9 million, again primarily due to the normal seasonal decreases weexperienced while prepaid expenses in other assets increased by $5.9 million. Net cash used in investing activities in 2008 was $1.1 million compared to$11.3 million in 2007. As we haveintentionally reduced our capital expenditures due to the industry slowdown. Net cash used by financingactivities was $1.6 million in 2008 compared to a net cash provided byfinancing of $48.6 million in 2007. In2008, we had a slight decrease in our revolver in long term debt, while 2007activity primarily reflects borrowings under our new term loan to finance ourprior revolving facilities in term loans and payment of the related deferredfinancing cost. To recap key points for the quarter, overall sales increasedby 4.8% while existing markets were down 12.2%. Existing market gross margin was 24.3% up from 24.1% in ’07. Existing market operating expenses were down$4.3 million as we continue to look for cost saving measures during thesetougher times. Our adjusted EBITDA forthe quarter was $26.0 million as compared to $29.2 million in 2007. That gives us a 3.67% debt to adjusted EBITDAratio as defined under our credit facility, within that comfort range forleverage. Inventory levels, insurance along with the quality of ouraccounts receivable and related days sales outstanding are within ourexpectations considering the slow down in the industry. Diluted net income per share was $0.12compared to $0.20 in 2007 meeting the average street estimate. And now back to Bob.

[Robert Buck:]

What I will do now is go through these questions that wehave prepared that we know are important to you and then I will open it up forquestions after that. So the first question, can you give us some trendinformation relative to gross margins? Gross margins appeared to have settled somewhat compared tothe fourth quarter of ’07. They are upabout 130-basis points in the existing markets partly from increased vendorinstead of rebates, but also from higher invoice gross margins and a slightshift to more residential products comparing Q1 to Q4. Our invoice gross margins which exclude theeffects of vendor rebates are also only off 30-basis points from quarter one of2007 and just as a reminder, these margins were off more than 100-basis pointsin Q4 of ’07 compared to Q4 of ’06, a good sign, but it is tough to tell if itwill continue into the future, but nonetheless a good sign. The second question, has the sales decline stopped or atleast slowed down? We were actually seeing some encouraging signs in Octoberand November of our first quarter, but since then it has been slower. The northeast and other northern regions werehit with a very early winter and heavy snow in December, but some other areaswere sluggish without the weather effects, so there are some bright spots, Texas,Canada, Pennsylvania, Delaware have held up better would be the answer to thatquestion. The third question, which product segment has shown the mostfirming of margins if any? In our opinion, non-residential is still more stable at thistime than the others. Residential wasdown in all regions while commercial has seen some growth in our more southernregions. We think the harsh winter mayaffect us come spring time. Question four, what areas of expense or cost control isBeacon doing the best job? We have instituted what we call our cost-out plan which is adetailed line by line scrutiny of every region’s operating expenses and noregion is exempt. We are proactive inthis approach and this approach assumes a lower level of sales to begin withand then our planning starts at that point and quarter one is an example. Operating expenses as David said in ourexisting regions were $4.3 million less than the first quarter of fiscal ’07. With $3.2 million of that savings coming inthe form of payroll and those related cost. Next question, what is the employee headcount at the end ofthe first quarter of 2008 compared to the fourth quarter of last fiscal year? At the end of our first quarter, we had 2495 employees downfrom 2708 at the end of the fiscal year. Some of the reduction is seasonal, but most of the reduction representcost saving measures especially in the lower performing regions. Now as compared to the first quarter of ’07,our headcount is down 323 which is a 12% reduction and of course those numbersthat I am showing factors out the acquisition of North Coastand Wholesale Roofing. Next question, your bad debt expense appears a little higherin quarter one as compared to past years? Can you maintain your historical bad debt expense as a percent of salesin the current fiscal year? We still believe we can keep our excellent track recordintact in 2008. Our credit systems arein place in all of the regions and we are being very conservative with ouraccruals in this area especially in regions which have experienced the earlywinter problems. The shelter continue to under perform, what areas ofimprovement are you seeing and what additional changes do you anticipate? We have now replaced the original leaders and controllers inall three of the shelter regions. PaulIsabella, our new COO has visited the regions over the past two months and hasbeen actively involved in the developed of their cost out plans. We believe we are headed in the rightdirection in those regions and some signs, we are seeing which are good arebetter inventory control. We havefinished the initial pricing model changes on our ERP system. We have also instilled our SOX systems of controlsin their daily routines, expense reduction goals are set and are beingmonitored weekly and they are being achieved. Next question, can you comment, Bob on scheduled priceincreases from your suppliers? Most of the major asphalt, shingle and some vinyl sidingmanufacturers have announced 10% to 15% price increases effective in midFebruary. Our non-residentialmanufacturers have also announced price increases in the 5% to 10% range. With the rise in petroleum, we do believe aportion of the price increase will stick, but we cannot gauge that at thisstage. There has also been increases ingranular cost to the shingle manufacturers and we are being told that rawmaterial cost have to be passed on and we will pass those price increases on toour contractors. Please update us on your debt covenants? As David said, we are at 3.67 to one in our only pertinentcovenant of adjusted EBITDA to debt and that gives us about $36 million inavailability or cushion and we continue to monitor those closely. This is always the big one. Do you have an update on your guidance for 2008? We have not changed our initial guidance. We are comfortable with that range and wefeel we can outperform 2007 earnings per share of $0.56 even if the pressurecontinues on sales. If the market continues to slow, what additional steps mightyou take to reduce operating expenses? We have put in place our cost out programs which now youhave heard four or five times, those are in place and we will reduce expensesfurther if we anticipate further sales declines, if need be, we are prepared totake a much closer look at closing under performing branches or consolidatingregions. Second to last question, how is business going so far in thesecond quarter? Frankly, it has not gotten much better than the firstquarter, but the winter period for us can change our outlook from week to weekdue to weather conditions. Some regionshave bounced back and others have not, so basically, it is still soft. And the final question before I open to your questions. Can you discuss your acquisition strategyduring these economic times and tight credit markets? For the near future, although we are still talking to folks,we are on the sideline. The economicreasons for consolidation of this industry still remain, however, we do notbelieve there is a specific time table nor do we feel the pressure to completeX number of acquisitions in the next several years. We also do not want a highly leveragedbalance sheet at this point in the economic cycle. In our view, we have excellent bankingrelationships and we want to show them and our shareholders good stewardship. And finally, we do not want to make an acquisition we mightregret during these uncertain times. Cost control, grow organically, improvement of gross margins areparamount. Those are the plays in ourplay book at this time. So those are the 13 questions, David and I got together andthought you might want to hear and so I would like to open it up now toquestions from the floor.

[Operator:]

(Operator Instructions) We will go first to Michael Cox with Piper Jaffray.

[Julie Johnson:]

My first question would be on the rebates, what do you seein terms of sustainability of rebate programs noted in the Q?

[David Grace:]

For 2008, we are just in the process of negotiating thoserebate programs with our vendors. Thiswas not really a tremendously material amount of dollars that we are seeing,but it did affect the percentages in the fourth quarter. That can happen quite often because we closeour year as you know in September and we needed to try to estimate through theend of the year how we are going to do with those programs. We actually have to buy some additionalmaterial to meet those, but I think they will go back to the other levels likewe have experienced in the previous quarter for next year.

[Julie Johnson:]

On a full year basis, would you expect it to be comparablewith ’07 levels or do you expect to see a difference?

[David Grace:]

I think it will be comparable as a percentage of sales, yes.

[Julie Johnson:]

And then my second question would be on the priceincreases. Given the tough salesenvironment, what level do you expect to, I mean, I know you are still in theprocess of kind of working through that, but do you have any feeling for whatlevel of price increases will stick?

[David Grace:]

Not yet, but we will certainly let everyone know when it isclear.

[Julie Johnson:]

My last question and then I will jump back in queue would bethe weather impact in the quarter, is there any way to quantify the weatherimpact or expectations for second quarter given some fall through sales in thesecond quarter from weather related pressure?

[David Grace:]

Not that we are making a big deal because weather affects usevery winter period, but in the past we have done an average sales calculationbased upon the regions from last November, it has changed to last December’schange. It is in the range of anywherefrom $5 million to $10 million. And itis specifically in the mid west, some of the northeast, certainly in thenorthern areas, but below that it was rain and stuff and not snow, so it ispretty hard to tell how much the impact is from that.

[Robert Buck:]

New England hadparticularly high snow fall December of ’07 versus ’06, I do not think therewas much snow in December of ’06. So wedid do that calculation and hopefully that gives you an idea of the impact.

[Operator:]

We will go next to Michael Rehaut with JP Morgan.

[Ray Horner:]

Going back to the upcoming quarter, it looks like you guysare making a pretty easy year ago comp. I think organic sales are down about 14%, you guys said there wasslowing down in January still, but is that on a sequential basis or like ayear-over-year basis?

[David Grace:]

That is on a year-over-year basis. Sequentially, January does not relate toomuch to December anyways because it is a much harsher winter and sometimes theroofers really do not even schedule the work in January.

[Ray Horner:]

So on a year-over-year basis, you are still down versus the14% from last year?

[David Grace:]

Yes.

[Ray Horner:]

I guess, I know you cannot comment too much on the priceincrease, can you remind us how those price increases have affected youhistorically and how that affected timing of your margins and what themagnitude of those price increases were?

[David Grace:]

Historically, they have not been as large as this at onepoint in time, and it is not that we try to take advantage of our customers,but we need to pass on the cost that get totaled to us and we in general, havegone up as the industry has along the same margin percentages, so if theindustry went up five, we would boost our prices 5%. I am not comfortable with giving you any guidance to whathappens to a 10% to 15% announced price increase. I have never experienced that since I havebeen here.

[Ray Horner:]

So it is like the timing like when they implemented and howthat eventually goes through your margins like a one to two quarter lag?

[David Grace:]

It can be 30 to 60 days, it depends on how quickly theinventory turns into the markets.

[Operator:]

And we will go next to David Manthey with Robert W. Baird.

[David Manthey –Robert W. Baird & Co.:]

This might be a little simplistic, but when we look at thequarter you just reported and earnings per share were down about $0.08year-over-year, and as you said, if things are still soft and by most accounts,res is not getting any better, maybe a little worse and if non-res is expectedto deteriorate potentially further going forward, is it too optimistic to thinkthat you would be able to overcome that kind of delta. I mean, would earnings down in that samerange be reasonable or is there some reason why you are going to be able tocrank those a little bit higher and maybe closer to flat?

[Robert Buck:]

Well the thing to point out is the operating expenses beingdown over $4 million and if you annualize that kind of improvement, it becomesa significant number and then last year, the second quarter was unusually bad,so those two factors really give us that confidence. Knowing what is going on with our operatingplan really helps us.

[David Grace:]

And the other thing I would add to that is we are hopingthat we can sustain some of that gross margin increase that we experienced inthe quarter. I think going forward, asthe industry settles into what type of demand there is, I think I have saidthis in the past, we think that will help stabilize gross margins.

[David Manthey –Robert W. Baird & Co.:]

And then in terms of the non-res market, you are seeingflatness now, are you seeing any signs or any indications that things might beslowing, and if you can remind us what your outlook is for the comingyear. Are you looking for flat or do youexpect it to be down?

[David Grace:]

I am not so sure we are looking to flat. We were flat despite the fact that ourstrongest regions had the most winter period which is New England and parts ofthe mid west with North Coast and the like, sothere is a potential that we could eke out some gains there. I think the outlook from what we are hearingfrom our vendors and the like is there is still some business around whetherthat comes through once the winter season is over, we are not sure of, but snowand rain in the winter periods helps the roofing industry. It really shows the leaks and it deterioratesthe roofs a little quicker so we are hoping for a good start this spring.

[Operator:]

We will go next to Mukul Kochhar with Oppenheimer.

[Mukul Kochhar –Oppenheimer & Co.:]

Couple of quick questions, on the gross margin, I know yousaid that the yearend adjustment was probably not material for the year, but isthere any sort of number that you can give us for how much that adjustment wasso that we can adjust the quarter?

[Robert Buck:]

I prefer not to disclose that because of really competitionreasons, what I would say we had to buy some material as I mentioned to meetthat objective and it is truly not material for the year at all.

[Mukul Kochhar –Oppenheimer & Co.:]

And just looking a bit forward, I mean, the second part Ithink in the Q and you said in the prepared remarks as well, is that the firstvendor base was a little higher, now just to get a little bit more clarity onthat. I mean, I am assuming that theserebates are more than the accessories rather than the shingles wheremanufacturers on the other hand are trying to raise bases?

[Robert Buck:]

That would be a bad assumption, but typically, the rebateprograms that we can influence would be the A and B products of our inventorywhich would include shingles and commercial products that we turn quicker, butthe slower turning inventory items just would not be in the position to make abuy, it would not help us that quicker.

[Mukul Kochhar –Oppenheimer & Co.:]

So these rebates are volume related in which case they areprobably selective, the big distributors are getting more of this, right?

[Robert Buck:]

I would say that is true.

[Operator:]

We will go next to Andy Aranda with Needham & Company.

[Andy Aranda:]

Re-roofing seems to be mostly in the picture, do you see anypent up demand building, not just related to weather but also longer term andwhat would you expect to realize revenues?

[Robert Buck:]

That has been discussed in the industry and some of ourmanufacturers have talked about pent up demand because you cannot postpone itforever, so I think that is an accurate statement and we hope to see that laterin this quarter.

[Andy Aranda:]

Okay, what about longer term, over the last couple ofquarters, probably it has been a little light, do you see spending out in 2009and when will you see a real ramp up?

[David Grace:]

I think that is somewhat due to general economic times. We cannot predict the future and anybody thatthinks they can in this type of market with new housing and with what is goingon with the economy is bullish. We needto play with the cards we have like Bob says and use our play book for thethings that we can affect in our business and when the growth comes, we will bemore positioned to take advantage of it.

[Andy Aranda:]

I heard you mention that the company is getting marketshare? Can you provide some color onthis?

[David Grace:]

We believe that absolutely. To quantify that because we are the only public company in the business,so it is all kind of one off analysis that we are doing well and probably halfour competitors who are on this call disagree with that, but we think we aredoing well in the market place.

[Andy Aranda:]

And then just housekeeping, it looks like the share countwas down, how was the share count quarter over quarter, what was that?

[Robert Buck:]

That is 100% tied to the fact that the stock price is downand it affects the amount of options that are included in the calculation.

[Operator:]

We will go next to John Kasprzak with BB&T CapitalMarkets.

[John Kasprzak –BB&T Capital Markets:]

You mentioned earlier, you just referenced a stillfragmented industry out there, lots of players, are we at a point wherebusiness is bad enough that you are seeing a shakeout occur in the industrywhere you are seeing some smaller maybe marginal players shut down?

[Robert Buck:]

No. We are not. I think this is a stable business because ofthe re-roofing aspect and those companies would just hunker down and reducetheir costs and their contractors are loyal and we would get through it. Now there was a company in Floridathat filed, but that was a larger company associated strictly in Florida and that is adifferent market than the rest of the country.

[John Kasprzak –BB&T Capital Markets:]

Also, with regard to the bigger picture, what macroindicators do you think are most important? We know roofing, we believe it is largely a replacement driven business,so should we be looking for or do you guys look for stabilization and/orimprovement in existing home sales, some indicator that perhaps are bettertimes ahead in the roofing market or is it anything else you might look at thatcould help us?

[Robert Buck:]

What we have done in the past is try to correlate roofingdemand to interest rates. Housing startsand it is hard to correlate. The longterm demand for roofing both residential and commercial is important to addthose together. It is quite stable overa long period of time and so we have done our best to try to correlate it tointerest rates and new construction, but it can go in the opposite direction,but usually it is a very steady line with 2% to 3% growth over a long period oftime and we think that will continue so we have tried to correlate, I thinkinterest rates are very important, employment is very important, but it isstill is a non-discretionary purchase over a long period of time.

[Operator:]

We will go next to Ivan Marcuse with Keybanc.

[Ivan Marcuse -Keybanc:]

What is your outlook for the commercial construction goingout through the year? Are you seeing itwould be flat year-over-year or are you hearing from sources that the backlogsmaybe slowing down? Could you give me alittle bit of color on that?

[Robert Buck:]

We have not talked to anybody about backlogs that isquantified, but we think that market is still stronger than residential andwill remain stronger. That is ouroutlook. The manufacturers like Carlylehave been optimistic for 2008.

[Ivan Marcuse -Keybanc:]

With prices being increased in residential and maybenon-residential being a little bit softer going forward, what are thepossibilities, are you going to be able to price a full, pass through a fullprice increase? Is that youranticipation?

[Robert Buck:]

That is certainly is going to be what we are going to try todo, absolutely.

[Operator:]

We will go next to Jeff Germanotta with William Blair.

[Jeffrey Germanotta –William Blair & Company:]

I wanted to understand a little bit some more of the costsavings initiatives. You talked aboutthe $4 million that is in your press release. You indicated that that could be annualized within the core business,are you prepared to take more in the quarter would be one of my questions andwhat would it take to get you to do that and secondly, can you also addressthat from the acquisition side of things? I assume you are reducing cost trying to have synergies there as well?

[David Grace:]

The reason we are pretty comfortable with that is that wethink we can scale the business somewhat to the activity that we anticipate andthat is truly what we did for the quarter. We saw, as Bob mentioned in October and November going along prettywell, but once the winter hit, we knew that we had to scale back pretty quicklyand achieve that. Going forward, if wealso see that we are going to anticipate lower revenue dollars, we haveprepared to be able to do that cost out program, run those same types of analysisthat we did to create that reduction and do it again. That is what we need to do right now in thebusiness as Bob mentioned, we can try to increase gross margins. We can try to get some revenue growth in someareas, but we know we can control our cost.

[Jeffrey Germanotta –William Blair & Company:]

You have talked about the core business, as you think aboutthe recently acquired business, is there a dollar amount of cost you have takenout there that we should extrapolate as we think about our forecast goingforward?

[David Grace:]

It is very hard to compare it to the year before North Coastbecause it was run as a private company, but all of our regions are subject tothis cost out program whether they are acquired or not and we are doing theright things. I could not even give youanswer there. They were a very privatecompany with a multitude of ownership, so it is not just relevant.

[Robert Buck:]

That is their culture though even before we boughtthem. Every branch was run by an ownerand so they have a history of running their business with the eye on the bottomline.

[Jeffrey Germanotta –William Blair & Company:]

And then just a last question or kind of a follow up tothat, do you anticipate any asset impairment charges going forward?

[Robert Buck:]

Not anticipated.

[Operator:]

We will go next to John Emerick with Iron Works Capital.

[John Emerick:]

Could you just clarify that debt covenant that you havetalked about, is it adjusted EBITDA that interest coverage, you referred to itas EBITDA to debt?

[David Grace:]

It is actually EBITDA to total debt which would include thebank that we have the term loans and the revolver and then any equipmentfinancing that we do. And by adjustedEBITDA, we mean traditional EBITDA, but they also allow us to add back the costassociated with stock options and they also allowed us for last quarter forinstance to add back the pro forma results of the acquisition we did for NorthCoast.

[John Emerick:]

That is a trailing 12 months, 3.67 to one. And the question I had was how much inventoryactually did you buy in the quarter and what was needed to make the rebatebreaks and what was the cost savings from that?

[Robert Buck:]

The amount we bought was in the millions of dollars spreadout in the market, with 178 branches and I do not wish to disclose any of therebate information at all to be honest with you.

[Operator:]

We will go next to Peter Reed with Mast Capital Management.

[Peter Reed:]

I have just a couple of follow up questions on your vendorrebates, do the hurdles which you have, if I understand it correctly, yourrebates, you get nothing up to a certain hurdle and then a significant amountover whatever that hurdle or break maybe, do those typically increase annually?

[David Grace:]

It depends on the negotiation with the vendors and we needto clarify something. Very few of thedollars are associated with annual goals, most of them are assumed goals thatyou have made during the year and we have book those monthly and quarterly aswe go through the year, the percentage that you earn at the end of the year issmall as a percentage for the total product value but it is because it isreally a retroactive and it includes all purchases for the entire year thatwould affect the quarter.

[Peter Reed:]

And then when you say that you expect vendor rebates to besimilar as a percentage of sales to fiscal year 2007 given some of the top linetrends, should we assume that that means there will be less dollars received infiscal year 2008?

[Robert Buck:]

Yes.

[Operator:]

We will take our next question from Robert Kelly with Sidoti& Company.

[Robert Kelly:]

You guys talked about the year-over-year sales trend thusfar in 2Q. How about the gross margintrends?

[David Grace:]

We did speak to that a little bit and one of the importantthings that we looked at is invoice gross margin which really is again, how wesell to our customers and what the vendor’s price are also on theirinvoice. That was down 30 basis pointswhich trending from Q4 of ’07, we were down more than that, so I think therehas been a flattening of gross margins, and again, this industry is not goingto be hundreds of basis point changes, it is going to be tens, and if we canget a little bit here and there that helps us out.

[Robert Kelly:]

Can we reach some stabilization as the competitive conditionis easing or is it just internal things you all are doing?

[David Grace:]

I think it is a little bit of both. We are trying hard with our customers. We believe that we should be paid for theservices that our employees give to these customers, so in order to maintainthat and give the service, those gross margins we feel are very reasonable forour history.

[Robert Kelly:]

And just a quick point on the balance sheet, acquisitionbalance is a back runner, do you have a targeted debt level where you want tobe by the end of F08?

[David Grace:]

We do not really target it, but with no acquisitions, youwould see that trend down by anywhere $10 million to $40 million depending onthe levels of inventory which can change depending on how the activity is inthe industry.

[Operator:]

We will go next to Brent Rakers with Morgan, Keegan.

[Brent Rakers –Morgan:]

Just wanted to follow up, if we could get a little bit morespecific on some of the monthly comp trends and what you are seeing in January,I think on the last conference call, you talked about October and Novembertrends in kind of the mid single digits, and then at December, there is despitethe $10 million of weather effect, I guess, maybe if you can kind of throw aDecember number how much dropped from October-November levels?

[David Grace:]

Well, December really is not ever comparable to October andNovember, and really what we saw is most of that $5 million to $10 million wasin that one month, virtually all.

[Brent Rakers –Morgan:]

In terms of scale, are we talking December down 20% to 25%or so?

[David Grace:]

I do not believe it was that much. Remember, December was smaller in totalvolume month, so it is probably in the 10% to 20% range.

[Brent Rakers –Morgan:]

And then presumably January is continuing that down 10% to20% kind of numbers?

[David Grace:]

No, January is continuing down about where we were for thequarter in Q1.

[Brent Rakers –Morgan:]

A couple of questions, I guess first on the bad debtexpense, were there specific write offs or are these just additional reservestaken in the quarter?

[Robert Buck:]

Virtually all, but it was reserves and in fact, we actuallyhad lower write offs in this quarter compared to 2007. We are being cautious. The winter period can affect our customers topay us on time, and sometimes, we need to carry them through the winter periodand we need to be cautious during those times.

[Brent Rakers –Morgan:]

And then the last question, on the insurance claim number, Ithink you said that it was $1.8 million, but that two or three different items,could you specifically quantify the insurance number?

[David Grace:]

It is a multitude of insurance programs. It is partly because we had good claimsexperience in our health plans, but it is also we are also self-insured forWorkers Comp and some of other general insurance policies. We just have a very good safety department,our Safety VP Sergio does a great job for us and those benefits are being paidback by having lower claims.

[Brent Rakers –Morgan:]

Is that something that occurs and should occur again at thesame level when Q2, Q3, Q4 or is it something that you kind of got the benefithere and it kind of goes back up to a normal level in the next nine months.

[David Grace:]

We have been experiencing this for the past few quarters andI think it is a good trend and we should continue into the future if wecontinue to do good execution job on our safety programs and those other itemsI imagine.

[Operator:]

We will go next to Brad Craw.

[Brad Craw:]

I had a question as a shareholder, the only thing thatreally freaks us out I guess is the debt load and your ability given the trendsthat you are seeing which are not positive to I guess the seasonality of yourbusiness to do everything you guys need to do coming into the season, can youjust put our minds to rest that you have enough liquidity to operate.

[David Grace:]

Yes, I will put your mind to rest. This is a very typical season for us and thereason that we do our trailing 12-month calculation is to smooth out some ofthose trends. We actually have in ourfacility for instance, a loan rate on receivables, we increase it from 85% to90% during these times, it is something this company is going through since itstarted. We are very good at controllingthose levels during the winter period and at $36 million are sold in totalcushion that we have today, we paid down the revolver another $10 million to$15 million since the end of the quarter. That is typical for this time of the month. We watch it very closely. We are used to doing this. As a private company, we actually had muchmore higher ratio of debt than this and with this experience and we will get usthrough this winter period and once the season starts again, then it will notbe a worry at all.

[Brad Craw:]

As you extrapolate out the availability you guys will nothave trouble in terms of carrying working capital, obviously I think theseasonality of your business, sales got the lag obviously in the summer, youwill not have any issues with that?

[Robert Buck:]

No, again, it is a trailing 12-month calculation so thatgets smoothed out and what typically happens is we buy inventory, the terms andsmall vendors equalize with the terms through our customers so they sawourselves level against that debt and mainly that is the revolver debt, so wehave not experienced that in the past and do not expect it in the future.

[Operator:]

And we will go next to Justin Harrison with Ramsey AssetManagement.

[Justin Harrison -Ramsey Asset Management:]

Question on the second half of your year is usually prettyback weighted, pretty good and as a result, the operating expense as apercentage of sales is always a good bit lower, in light of the cost cuttingyou are talking about, can you give any more kind of thoughts or commentary onhow this year’s setback half might look compared to the first half compared toprior years?

[Robert Buck:]

What we think is if we keep these operating levels the waythey are and head into that period, it is somewhat easier to adjust upwardsacross the cost and getting people employed and trained than it is to do thecost cuts, which is always very difficult for our employees. I think that if we need to ramp that up alittle bit, we will be able to, but going into that period, we are in a goodposition and if those revenues come and we see increase over last year, we willbe able to provide for that and perhaps take a little bit of the profit earlyon when we are a little lighter than we normally would be.

[Justin Harrison:]

On the complimentary products, that seems to be trackingwith the residential from the organic and you have seen the comment about thatin the up front, is that a good way to look at it moving forward?

[Robert Buck:]

Yes, what we have seen is a complimentary can move a littledifferently within just our residential roofing products because sometimes, weare gaining market share there because we are introducing those products intoareas where we do not currently sell them, but those are mainly residentialproducts. We believe the mix ofremodeling to new construction is a little less than the roofing products, butit is in line with that because most of the items we sell such as vinyl siding,replacement decks such as synthetic decking and replacement windows, they areremodeling things in a little bit more consistent than new constructionmaterials.

[Justin Harrison -Ramsey Asset Management:]

And then just real quick on the debt covenant again, makingsure that I am doing the math right here, is the numerator just above $400million, is that the $407 minus the $73, is that right?

[Robert Buck:]

That is correct.

[Justin Harrison -Ramsey Asset Management:]

And then on that, have you in light of the ongoing justgeneral market weakness, has there been any initial conversations with any ofthe banks on possible scenario or should there be further material weakness inconstruction?

[Robert Buck:]

No. Although we havea great relationship with them, the less we can talk to our bankers lately, thehappier we are. We are going forwardwith the idea that that is not going to be a problem. We have controlled it in the past and we arehoping that we do not have to talk to them over the next few months.

[Operator:]

And that concludes the questions, now I would like to turnthe call back over to Mr. Buck for any closing comments.

[Robert Buck:]

Thanks everyone for calling and your interest. Dave and I will be available for additionalpost call follow up questions, so feel free to do that. Let me close with several points. The market is slow especially in northernareas where the winter is upon us, but there are other regions that are doingbetter and Texas and Pennsylvania,Delaware aresome of our price spots. Commercial isstill okay and if you had factored out the December issue with snow, we wouldhave had growth in the commercial area and commercial is also strong in Texas. Invoice gross margins were only off 30-basispoints, we think that is a positive sign and we also really believe our field officersare doing a good job in existing locations controlling expenses. Again, existing market expenses are down over $4 million,headcount is down 323, price increases appear to be on the horizon and we thinka portion of those will stick and we will pass this on to our customers. So we are controlling the cost for the levelof business we have and if we see revenue growth, either through priceincreases or demand, coupled with the price or the cost decreases that we haveimplemented, we will have a very good year, so thanks again for your interestand support and we will be available for additional follow up questions. Thank you.

[Operator:]

Thank you everyone. That does conclude today’s conference, you may now disconnect.