TREX CO INC - Quarter Report: 2023 June (Form 10-Q)
Table of Contents
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
![](https://www.sec.gov/Archives/edgar/data/0001069878/000119312523199386/g397707snap1.jpg)
Delaware |
54-1910453 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
2500 Trex Way Winchester, Virginia |
22601 | |
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Common stock |
TREX |
New York Stock Exchange |
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
Table of Contents
TREX COMPANY, INC.
INDEX
Page | ||||||
PART I FINANCIAL INFORMATION | 2 | |||||
Item 1. |
2 | |||||
2 | ||||||
Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022 (unaudited) |
3 | |||||
4 | ||||||
5 | ||||||
Notes to Condensed Consolidated Financial Statements (unaudited) |
6 | |||||
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
18 | ||||
Item 3. |
30 | |||||
Item 4. |
30 | |||||
31 | ||||||
Item 1. |
31 | |||||
Item 2. |
31 | |||||
Item 5. |
31 | |||||
Item 6. |
33 |
1
Table of Contents
Item 1. |
Condensed Consolidated Financial Statements |
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2023 |
2022 |
2023 |
2022 |
|||||||||||||
Net sales |
$ | 356,538 | $ | 386,249 | $ | 595,256 | $ | 725,477 | ||||||||
Cost of sales |
200,090 | 228,872 | 344,380 | 433,188 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Gross profit |
156,448 | 157,377 | 250,876 | 292,289 | ||||||||||||
Selling, general and administrative expenses |
51,681 | 39,568 | 89,162 | 79,529 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income from operations |
104,767 | 117,809 | 161,714 | 212,760 | ||||||||||||
Interest expense (income), net |
1,305 | (116 | ) | 3,289 | (104 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income before income taxes |
103,462 | 117,925 | 158,425 | 212,864 | ||||||||||||
Provision for income taxes |
26,426 | 29,009 | 40,258 | 52,737 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income |
$ | 77,036 | $ | 88,916 | $ | 118,167 | $ | 160,127 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic earnings per common share |
$ | 0.71 | $ | 0.79 | $ | 1.09 | $ | 1.41 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic weighted average common shares outstanding |
108,770,204 | 113,099,561 | 108,771,077 | 113,864,741 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Diluted earnings per common share |
$ | 0.71 | $ | 0.79 | $ | 1.09 | $ | 1.40 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Diluted weighted average common shares outstanding |
108,871,440 | 113,259,514 | 108,893,848 | 114,052,447 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Comprehensive income |
$ | 77,036 | $ | 88,916 | $ | 118,167 | $ | 160,127 | ||||||||
|
|
|
|
|
|
|
|
June 30, 2023 |
December 31, 2022 |
|||||||
(Unaudited) |
||||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 4,226 | $ | 12,325 | ||||
Accounts receivable, net |
266,808 | 98,057 | ||||||
Inventories |
74,007 | 141,355 | ||||||
Prepaid expenses and other assets |
24,403 | 35,105 | ||||||
Total current assets |
369,444 | 286,842 | ||||||
Property, plant and equipment, net |
645,656 | 589,892 | ||||||
Operating lease assets |
29,099 | 30,991 | ||||||
Goodwill and other intangible assets, net |
18,372 | 18,582 | ||||||
Other assets |
7,244 | 7,398 | ||||||
Total assets |
$ |
1,069,815 |
$ |
933,705 |
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
Current liabilities |
||||||||
Accounts payable |
$ | 32,228 | $ | 19,935 | ||||
Accrued expenses and other liabilities |
79,803 | 44,064 | ||||||
Accrued warranty |
4,766 | 4,600 | ||||||
Line of credit |
206,000 | 222,000 | ||||||
Total current liabilities |
322,797 | 290,599 | ||||||
Deferred income taxes |
68,224 | 68,224 | ||||||
Operating lease liabilities |
21,916 | 23,974 | ||||||
Non-current accrued warranty |
21,793 | 20,999 | ||||||
Other long-term liabilities |
11,560 | 11,560 | ||||||
Total liabilities |
446,290 | 415,356 | ||||||
Commitments and contingencies |
— | — | ||||||
Stockholders’ equity |
||||||||
Preferred stock, $0.01 par value, 3,000,000 shares authorized; none issued and outstanding |
— | — | ||||||
Common stock, $ 0.01 par value, 360,000,000 shares authorized; 140,931,122 and 140,841,833 shares issued and 108,567,816 and 108,743,423 share outstanding, at June 30, 2023 and December 31, 2022, respectively |
1,409 | 1,408 | ||||||
Additional paid-in capital |
134,293 | 131,539 | ||||||
Retained earnings |
1,248,841 | 1,130,674 | ||||||
Treasury stock, at cost, 32,363,306 shares at June 30, 2023 and 32,098,410 shares at December 31, 2022 |
(761,018 | ) | (745,272 | ) | ||||
Total stockholders’ equity |
623,525 | 518,349 | ||||||
Total liabilities and stockholders’ equity |
$ |
1,069,815 |
$ |
933,705 |
||||
Common Stock |
Additional Paid-In Capital |
Retained Earnings |
Treasury Stock |
Total |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance, December 31, 2022 |
108,743,423 |
$ |
1,408 |
$ |
131,539 |
$ |
1,130,674 |
32,098,410 |
$ |
(745,272 |
) |
$ |
518,349 |
|||||||||||||||
Net income |
— | — | — | 41,131 | — | — | 41,131 | |||||||||||||||||||||
Employee stock plans |
8,504 | — | 316 | — | — | — | 316 | |||||||||||||||||||||
Shares withheld for taxes on awards |
(28,773 | ) | — | (1,592 | ) | — | — | — | (1,592 | ) | ||||||||||||||||||
Stock-based compensation |
80,362 | 1 | 1,972 | — | — | — | 1,973 | |||||||||||||||||||||
Balance, March 31, 2023 |
108,803,516 |
$ |
1,409 |
$ |
132,235 |
$ |
1,171,805 |
32,098,410 |
$ |
(745,272 |
) |
$ |
560,177 |
|||||||||||||||
Net income |
— | — | — | 77,036 | — | — | 77,036 | |||||||||||||||||||||
Employee stock plans |
7,971 | — | 323 | — | — | — | 323 | |||||||||||||||||||||
Shares withheld for taxes on awards |
(15,663 | ) | — | (855 | ) | — | — | — | (855 | ) | ||||||||||||||||||
Stock-based compensation |
36,888 | — | 2,590 | — | — | — | 2,590 | |||||||||||||||||||||
Repurchases of common stock |
(264,896 | ) | — | — | — | 264,896 | (15,746 | ) | (15,746 | ) | ||||||||||||||||||
Balance, June 30, 2023 |
108,567,816 |
$ |
1,409 |
$ |
134,293 |
$ |
1,248,841 |
32,363,306 |
$ |
(761,018 |
) |
$ |
623,525 |
|||||||||||||||
Common Stock |
Additional Paid-In Capital |
Retained Earnings |
Treasury Stock |
Total |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance, December 31, 2021 |
115,148,152 |
$ |
1,407 |
$ |
127,787 |
$ |
946,048 |
25,586,601 |
$ |
(350,208 |
) |
$ |
725,034 |
|||||||||||||||
Net income |
— | — | — | 71,211 | — | — | 71,211 | |||||||||||||||||||||
Employee stock plans |
9,081 | — | 523 | — | — | — | 523 | |||||||||||||||||||||
Shares withheld for taxes on awards |
(35,856 | ) | — | (2,912 | ) | — | — | — | (2,912 | ) | ||||||||||||||||||
Stock-based compensation |
79,926 | 1 | 2,225 | — | — | — | 2,226 | |||||||||||||||||||||
Repurchases of common stock |
(833,963 | ) | — | — | — | 833,963 | (75,017 | ) | (75,017 | ) | ||||||||||||||||||
Balance, March 31, 2022 |
114,367,340 | $ | 1,408 | $ | 127,623 | $ | 1,017,259 | 26,420,564 | $ | (425,225 | ) | $ | 721,065 | |||||||||||||||
Net income |
— | — | — | 88,916 | — | — | 88,916 | |||||||||||||||||||||
Employee stock plans |
8,834 | — | 429 | — | — | — | 429 | |||||||||||||||||||||
Stock-based compensation |
2,024 | — | 1,057 | — | — | — | 1,057 | |||||||||||||||||||||
Repurchases of common stock |
(2,814,817 | ) | — | — | — | 2,814,817 | (169,992 | ) | (169,992 | ) | ||||||||||||||||||
Balance, June 30, 2022 |
111,563,381 |
$ |
1,408 |
$ |
129,109 |
$ |
1,106,175 |
29,235,381 |
$ |
(595,217 |
) |
$ |
641,475 |
|||||||||||||||
Six Months Ended June 30, |
||||||||
2023 |
2022 |
|||||||
OPERATING ACTIVITIES |
||||||||
Net income |
$ | 118,167 | $ | 160,127 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
24,198 | 21,804 | ||||||
Stock-based compensation |
4,562 | 3,282 | ||||||
Gain on disposal of property, plant and equipment |
1,081 | (43 | ) | |||||
Other non-cash adjustments |
(388 | ) | (365 | ) | ||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
(168,751 | ) | (26,988 | ) | ||||
Inventories |
67,348 | (17,119 | ) | |||||
Prepaid expenses and other assets |
2,046 | 949 | ||||||
Accounts payable |
13,816 | 32,943 | ||||||
Accrued expenses and other liabilities |
20,686 | 13,175 | ||||||
Income taxes receivable/payable |
25,016 | 2,227 | ||||||
|
|
|
|
|||||
Net cash provided by operating activities |
107,781 |
189,992 |
||||||
|
|
|
|
|||||
INVESTING ACTIVITIES |
||||||||
Expenditures for property, plant and equipment |
(82,357 | ) | (66,606 | ) | ||||
Proceeds from sales of property, plant and equipment |
— | 45 | ||||||
|
|
|
|
|||||
Net cash used in investing activities |
(82,357 |
) |
(66,561 |
) | ||||
|
|
|
|
|||||
FINANCING ACTIVITIES |
||||||||
Borrowings under line of credit |
330,000 | — | ||||||
Principal payments under line of credit |
(346,000 | ) | — | |||||
Repurchases of common stock |
(18,192 | ) | (247,921 | ) | ||||
Proceeds from employee stock purchase and option plans |
639 | 951 | ||||||
Financing costs |
30 | (866 | ) | |||||
|
|
|
|
|||||
Net cash used in financing activities |
(33,523 |
) |
(247,836) |
|||||
|
|
|||||||
Net decrease in cash and cash equivalents |
(8,099 |
) |
(124,405 |
) | ||||
Cash and cash equivalents, beginning of period |
12,325 | 141,053 | ||||||
|
|
|
|
|||||
Cash and cash equivalents, end of period |
$ |
4,226 |
$ |
16,648 |
||||
|
|
|
|
|||||
Supplemental Disclosure: |
||||||||
Cash paid for interest, net of capitalized interest |
$ | 2,602 | $ | — | ||||
Cash paid for income taxes, net |
$ | 15,348 | $ | 48,915 | ||||
Supplemental non-cash investing and financing disclosure: |
||||||||
Capital expenditures in accounts payable |
$ | 1,523 | $ | 21 |
1. |
BUSINESS AND ORGANIZATION |
2. |
BASIS OF PRESENTATION |
3. |
SALE OF TREX COMMERCIAL PRODUCTS, INC. |
4. |
REC EN TLY ADOPTED ACCOUNTING STANDARDS |
5. |
INVENTORIES |
June 30, 2023 |
December 31, 2022 |
|||||||
Finished goods |
$ | 52,660 | $ | 107,114 | ||||
Raw materials |
56,398 | 69,292 | ||||||
Total FIFO (first-in, first-out) inventories |
109,058 | 176,406 | ||||||
Reserve to adjust inventories to LIFO value |
(35,051 | ) | (35,051 | ) | ||||
Total LIFO inventories |
$ | 74,007 | $ | 141,355 | ||||
6. |
PREPAID EXPENSES AND OTHER ASSETS |
June 30, 2023 |
December 31, 2022 |
|||||||
Prepaid expenses |
$ | 9,314 | $ | 10,787 | ||||
Income tax receivable |
14,810 | 23,979 | ||||||
Other |
279 | 339 | ||||||
Total prepaid expenses and other assets |
$ | 24,403 | $ | 35,105 | ||||
7. |
GOO DWI LL AND OTHER INTANGIBLE ASSETS, NET |
8. |
ACCRUED EXPENSES AND OTHER LIABILITIES |
June 30, 2023 |
December 31, 2022 |
|||||||
Sales and marketing |
$ | 31,230 | $ | 19,194 | ||||
Compensation and benefits |
15,576 | 8,646 | ||||||
Operating lease liabilities |
7,498 | 7,488 | ||||||
Manufacturing costs |
3,802 | 3,425 | ||||||
Income taxes |
15,848 | — | ||||||
Other |
5,849 | 5,311 | ||||||
Total accrued expenses and other liabilities |
$ | 79,803 | $ | 44,064 | ||||
9. |
DEBT |
10. |
LEASES |
Six Months Ended June 30, |
||||||||
Supplemental cash flow information |
2023 |
2022 |
||||||
Cash paid for amounts included in the measurement of operating lease liabilities |
$ | 4,302 | $ | 4,334 | ||||
Operating ROU assets obtained in exchange for lease liabilities |
$ | 1,882 | $ | 6,714 |
Supplemental balance sheet information |
June 30, 2023 |
December 31, 2022 |
||||||
Operating lease ROU assets |
$ | 29,099 | $ | 30,991 | ||||
Operating lease liabilities: |
||||||||
Accrued expenses and other current liabilities |
$ | 7,498 | $ | 7,488 | ||||
Operating lease liabilities |
21,916 | 23,974 | ||||||
Total operating lease liabilities |
$ | 29,414 | $ | 31,462 | ||||
Maturities of operating lease liabilities |
||||
2023 |
$ | 3,863 | ||
2024 |
7,386 | |||
2025 |
5,552 | |||
2026 |
4,851 | |||
2027 |
4,446 | |||
Thereafter |
4,845 | |||
Total lease payments |
30,943 | |||
Less imputed interest |
(1,529 | ) | ||
Total operating lease liabilities |
$ | 29,414 | ||
11. |
FINANCIAL INSTRUMENTS |
12. |
STOCKHOLDERS’ EQUITY |
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2023 |
2022 |
2023 |
2022 |
|||||||||||||
Numerator: |
||||||||||||||||
Net income available to common shareholders |
$ | 77,036 | $ | 88,916 | $ | 118,167 | $ | 160,127 | ||||||||
Denominator: |
||||||||||||||||
Basic weighted average shares outstanding |
108,770,204 | 113,099,561 | 108,771,077 | 113,864,741 | ||||||||||||
Effect of dilutive securities: |
||||||||||||||||
Stock appreciation rights and options |
67,479 | 96,179 | 68,742 | 110,253 | ||||||||||||
Restricted stock |
33,757 | 63,774 | 54,029 | 77,453 | ||||||||||||
Diluted weighted average shares outstanding |
108,871,440 | 113,259,514 | 108,893,848 | 114,052,447 | ||||||||||||
Basic earnings per share |
$ | 0.71 | $ | 0.79 | $ | 1.09 | $ | 1.41 | ||||||||
Diluted earnings per share |
$ | 0.71 | $ | 0.79 | $ | 1.09 | $ | 1.40 | ||||||||
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2023 |
2022 |
2023 |
2022 |
|||||||||||||
Stock appreciation rights |
91,402 | 47,303 | 100,076 | 38,789 | ||||||||||||
Restricted stock |
101,722 | 63,131 | 104,646 | 38,823 |
13. |
REVENUE FROM CONTRACTS WITH CUSTOMERS |
Three Months Ended June 30, 2023 |
||||
Trex Residential and Consolidated |
||||
Timing of Revenue Recognition and Type of Contract |
||||
Products transferred at a point in time and variable consideration contracts |
$ | 356,538 | ||
$ | 356,538 | |||
Three Months Ended June 30, 2022 |
Reportable Segment |
|||||||||||
Trex Residential |
Trex Commercial |
Consolidated |
||||||||||
Timing of Revenue Recognition and Type of Contract |
||||||||||||
Products transferred at a point in time and variable consideration contracts |
$ | 373,922 | $ | — | $ | 373,922 | ||||||
Products transferred over time and fixed price contracts |
— | 12,327 | 12,327 | |||||||||
$ | 373,922 | $ | 12,327 | $ | 386,249 | |||||||
Six Months Ended June 30, 2023 |
||||
Trex Residential and Consolidated |
||||
Timing of Revenue and Type of Contract |
||||
Products transferred at a point in time and variable consideration contracts |
$ | 595,256 | ||
$ | 595,256 | |||
Six Months Ended June 30, 2022 |
Reportable Segment |
|||||||||||
Trex Residential |
Trex Commercial |
Consolidated |
||||||||||
Timing of Revenue Recognition and Type of Contract |
||||||||||||
Products transferred at a point in time and variable consideration contracts |
$ | 701,117 | $ | — | $ | 701,117 | ||||||
Products transferred over time and fixed price contracts |
— | 24,360 | 24,360 | |||||||||
$ | 701,117 | $ | 24,360 | $ | 725,477 | |||||||
14. |
STOCK-BASED COMPENSATION |
Stock Awards Granted |
Weighted-Average Grant Price Per Share |
|||||||
Time-based restricted stock units |
77,675 | $ | 56.73 | |||||
Performance-based restricted stock units (a) |
96,013 | $ | 56.79 | |||||
Stock appreciation rights |
51,916 | $ | 56.80 |
(a) | Includes 85,044 of target performance-based restricted stock unit awards granted during the six months ended June 30, 2023, and adjustments of 1,413 and 9,646 to grants due to the actual performance level achieved for restricted stock and restricted stock units awarded in 2021 and 2020, respectively. |
Six Months Ended June 30, 2023 |
Six Months Ended June , 2022 |
|||||||
Weighted-average fair value of grants |
$ | 27.19 | $ | 33.90 | ||||
Dividend yield |
0 | % | 0 | % | ||||
Average risk-free interest rate |
4.0 | % | 1.9 | % | ||||
Expected term (years) |
5 | 5 | ||||||
Expected volatility |
49.5 | % | 44.9 | % |
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2023 |
2022 |
2023 |
2022 |
|||||||||||||
Stock appreciation rights |
$ | 198 | $ | 196 | $ | 412 | $ | 350 | ||||||||
Time-based restricted stock and restricted stock units |
871 | 959 | 1,806 | 1,806 | ||||||||||||
Performance-based restricted stock and restricted stock units |
1,320 | (151 | ) | 2,044 | 1,007 | |||||||||||
Employee stock purchase plan |
201 | 53 | 300 | 119 | ||||||||||||
Total stock-based compensation |
$ | 2,590 | $ | 1,057 | $ | 4,562 | $ | 3,282 | ||||||||
15. |
INCOME TAXES |
16. |
SEGMENT INFORMATION |
• | Trex Residential manufactures wood-alternative decking and residential railing and related products marketed under the brand name Trex ® . Trex Residential products are sold to distributors and home centers for final resale primarily to the residential market, which includes replacement, remodeling and new construction related to outdoor living products. |
• | Trex Commercial designed, engineered, and marketed modular and architectural railing and staging systems for the commercial and multi-family market, including sports stadiums and performing arts venues. Trex Commercial products were marketed to architects, specifiers, contractors, and others doing business within the commercial and multi-family market. |
Three Months Ended June 30, 2023 |
Three Months Ended June 30, 2022 |
|||||||||||||||
Trex Residential and Consolidated |
Trex Residential |
Trex Commercial |
Consolidated |
|||||||||||||
Net sales |
$ | 356,538 | $ | 373,922 | $ | 12,327 | $ | 386,249 | ||||||||
Net Income (loss) |
$ | 77,036 | $ | 89,437 | $ | (521 | ) | $ | 88,916 | |||||||
EBITDA |
$ | 117,050 | $ | 129,550 | $ | (410) | $ | 129,140 | ||||||||
Depreciation and amortization |
$ | 12,283 | $ | 11,049 | $ | 282 | $ | 11,331 | ||||||||
Income tax expense (benefit) |
$ | 26,426 | $ | 29,180 | $ | (171) | $ | 29,009 | ||||||||
Capital expenditures |
$ | 43,165 | $ | 44,251 | $ | 67 | $ | 44,318 | ||||||||
Total assets |
$ | 1,069,815 | $ | 846,112 | $ | 41,182 | $ | 887,294 |
Three Months Ended June 30, 2023 |
Three Months Ended June 30, 2022 |
|||||||||||||||
Trex Residential and Consolidated |
Trex Residential |
Trex Commercial |
Consolidated |
|||||||||||||
Net Income (loss) |
$ | 77,036 | $ | 89,437 | $ | (521 | ) | $ | 88,916 | |||||||
Interest expense (income), net |
1,305 | (116 | ) | — | (116 | ) | ||||||||||
Income tax expense (benefit) |
26,426 | 29,180 | (171 | ) | 29,009 | |||||||||||
Depreciation and amortization |
12,283 | 11,049 | 282 | 11,331 | ||||||||||||
EBITDA |
$ | 117,050 | $ | 129,550 | $ | (410 | ) | $ | 129,140 | |||||||
Six Months Ended June 30, 2023 |
Six Months Ended June 30, 2022 |
|||||||||||||||
Trex Residential and Consolidated |
Trex Residential |
Trex Commercial |
Consolidated |
|||||||||||||
Net sales |
$ | 595,256 | $ | 701,117 | $ | 24,360 | $ | 725,477 | ||||||||
Net Income (loss) |
$ | 118,167 | $ | 161,652 | $ | (1,525 | ) | $ | 160,127 | |||||||
EBITDA |
$ | 185,912 | $ | 236,031 | $ | (1,466 | ) | $ | 234,565 | |||||||
Depreciation and amortization |
$ | 24.198 | $ | 21,240 | $ | 565 | $ | 21,805 | ||||||||
Income tax expense (benefit) |
$ | 40,258 | $ | 53,243 | $ | (506 | ) | $ | 52,737 | |||||||
Capital expenditures |
$ | 82,357 | $ | 66,534 | $ | 72 | $ | 66,606 | ||||||||
Total assets |
$ | 1,069,815 | $ | 846,112 | $ | 41,182 | $ | 887,294 |
Six Months Ended June 30, 2023 |
Six Months Ended June 30, 2022 |
|||||||||||||||
Trex Residential and Consolidated |
Trex Residential |
Trex Commercial |
Consolidated |
|||||||||||||
Net Income (loss) |
$ | 118,167 | $ | 161,652 | $ | (1,525 | ) | $ | 160,127 | |||||||
Interest expense (income), net |
3,289 | (104 | ) | — | (104 | ) | ||||||||||
Income tax expense (benefit) |
40,258 | 53,243 | (506 | ) | 52,737 | |||||||||||
Depreciation and amortization |
24,198 | 21,240 | 565 | 21,805 | ||||||||||||
EBITDA |
$ | 185,912 | $ | 236,031 | $ | (1,466 | ) | $ | 234,565 | |||||||
17. |
SEASONALITY |
18. |
COMMITMENTS AND CONTINGENCIES |
Six Months Ended June 30, 2023 |
||||||||||||
Surface Flaking |
Other Residential |
Total |
||||||||||
Beginning balance, January 1 |
$ | 15,905 | $ | 9,694 | $ | 25,599 | ||||||
Provisions and changes in estimates |
— | 3,008 | 3,008 | |||||||||
Settlements made during the period |
(891 | ) | (1,157 | ) | (2,048 | ) | ||||||
Ending balance, June 30 |
$ | 15,014 | $ | 11,545 | $ | 26,559 | ||||||
Six Months Ended June 30, 2022 |
||||||||||||
Surface Flaking |
Other Residential |
Total |
||||||||||
Beginning balance, January 1 |
$ | 18,542 | $ | 10,053 | $ | 28,595 | ||||||
Provisions and changes in estimates |
— | 2,369 | 2,369 | |||||||||
Settlements made during the period |
(1,345 | ) | (1,089 | ) | (2,434 | ) | ||||||
Ending balance, June 30 |
$ | 17,197 | $ | 11,333 | $ | 28,530 | ||||||
Table of Contents
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The following management discussion should be read in conjunction with the Trex Company, Inc. (Trex, Company, we or our) Annual Report on Form 10-K for the year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission (SEC) and the condensed consolidated financial statements and notes thereto included in Part I, Item 1. “Financial Statements” of this quarterly report.
NOTE ON FORWARD-LOOKING STATEMENTS
This management’s discussion and analysis contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements regarding our expected financial position and operating results, our business strategy, our financing plans, forecasted demographic and economic trends relating to our industry and similar matters are forward-looking statements. These statements can sometimes be identified by our use of forward-looking words such as “may,” “will,” “anticipate,” “estimate,” “expect,” “intend” or similar expressions. We cannot promise you that our expectations in such forward-looking statements will turn out to be correct. Our actual results could be materially different from our expectations because of various factors, including the factors discussed under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC. These statements are also subject to risks and uncertainties that could cause the Company’s actual operating results to differ materially. Such risks and uncertainties include, but are not limited to: the extent of market acceptance of the Company’s current and newly developed products; the costs associated with the development and launch of new products and the market acceptance of such new products; the sensitivity of the Company’s business to general economic conditions; the impact of seasonal and weather-related demand fluctuations on inventory levels in the distribution channel and sales of the Company’s products; the availability and cost of third-party transportation services for the Company’s products and raw materials; the Company’s ability to obtain raw materials, including scrap polyethylene, wood fiber, and other materials used in making our products, at acceptable prices; increasing inflation in the macro-economic environment; the Company’s ability to maintain product quality and product performance at an acceptable cost; the Company’s ability to increase throughput and capacity to adequately match supply with demand; the level of expenses associated with product replacement and consumer relations expenses related to product quality; the highly competitive markets in which the Company operates; cyber-attacks, security breaches or other security vulnerabilities; the impact of upcoming data privacy laws and the EU General Data Protection Regulation and the related actual or potential costs and consequences; material adverse impacts from global public health pandemics, geopolitical conflicts; and material adverse impacts related to labor shortages or increases in labor costs.
OVERVIEW
The following MD&A is intended to help the reader understand the operations and current business environment of the Company. The MD&A is provided as a supplement to, and should be read in conjunction with, our Condensed Consolidated Financial Statements and the accompanying notes thereto contained in “Item 1. Condensed Consolidated Financial Statements” of this report. MD&A includes the following sections:
• | Operations and Products — a general description of our business, a brief overview of our reportable segments’ products, and a discussion of our operational highlights. |
• | Highlights and Financial Performance – a summary of financial performance and highlights for the three months and six months ended June 30, 2023, a general discussion of factors that may affect our operations, and a description of relevant financial statement line items. |
• | Results of Operations — an analysis of our consolidated results of operations for the three months and six months ended June 30, 2023 compared to three months and six months ended June 30, 2022, respectively. |
• | Liquidity and Capital Resources — an analysis of cash flows; contractual obligations, and a discussion of our capital and other cash requirements. |
OPERATIONS AND PRODUCTS
Prior to December 30, 2022, the Company operated in two reportable segments, Trex Residential Products (Trex Residential), the Company’s principal business based on net sales, and Trex Commercial Products (Trex Commercial). Subsequent to December 30, 2022, the Company currently operates in one reportable segment, Trex Residential. Refer to Note 16, Segments, in the Notes to the Condensed Consolidated Financial Statements in Part I. Item 1. Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q for additional information. The Company is focused on using renewable resources within our Trex Residential segment.
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Trex Residential is the world’s largest manufacturer of high-performance composite decking and residential railing products, which are marketed under the brand name Trex® and manufactured in the United States. With more than 30 years of product experience, we offer a comprehensive set of aesthetically appealing and durable, low-maintenance product offerings in the decking, residential railing, fencing and outdoor lighting categories. A majority of the products are eco-friendly and leverage recycled and reclaimed materials to the extent possible. Trex Residential decking is made in a proprietary process that combines reclaimed wood fibers and recycled polyethylene film, making Trex Residential one of the largest recyclers of plastic film in North America. In addition to resisting fading and surface staining, Trex Residential products require no sanding and sealing, resist moisture damage, provide a splinter-free surface and do not require chemical treatment against rot or insect infestation. Combined, these aspects yield significant aesthetic advantages and lower maintenance than wood decking and railing and ultimately render Trex Residential products less costly than wood over the life of the deck. Special characteristics (including resistance to splitting, the ability to bend, and ease and consistency of machining and finishing) facilitate installation, reduce contractor call-backs and afford consumers a wide range of design options. Trex Residential products are sold to distributors and home centers for final resale primarily to the residential market.
Trex offers the following products through Trex Residential:
Decking and Accessories |
Our principal decking products are Trex Transcend® Lineage™, Trex Transcend®, Trex Signature®, Trex Select®, and Trex Enhance®. In addition, our Trex Transcend decking product can also be used as cladding. Our high-performance, low-maintenance, eco-friendly composite decking products are comprised of a blend of 95 percent reclaimed wood fibers and recycled polyethylene film and feature a protective polymer shell for enhanced protection against fading, staining, mold and scratching. Trex Transcend Lineage is the next generation of design and performance in composite decking and is available in four luxurious, on-trend hues inspired by some of the most picturesque locales in the United States. Our Trex Transcend decking provides elevated aesthetics paired with the highest level of performance and is available in eight multi-tonal monochromatic classical earth tones and premium tropical colors. Trex Signature decking offers realistic woodgrain aesthetics that raises the bar for beauty, performance and sustainability and is available in two luxurious hues inspired by stunning natural settings. Trex Select decking offers the perfect pairing of price and minimal maintenance and is available in five nature-inspired earth tone colors. Our Trex Enhance boards pair the beauty of authentic wood-grain appearance with the durability of composite with minimal maintenance and the affordability of wood and is available in natural and basic colors.
We also offer accessories to our decking products. Trex Hideaway®, a self-gapping universal hidden fastener designed to give a seamless finish to every project. Trex DeckLighting™, an outdoor lighting system, is a line of energy-efficient LED dimmable deck lighting designed to use 75% less energy compared to incandescent lighting. It can be installed into the railing, stair risers or the deck itself. The line includes a post cap light, deck rail light, riser light, a soffit light and a recessed deck light. Pre-assembled stair panels that allow for easier installation and are designed to save time on the jobsite.
|
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Railing |
Our railing products are Trex Transcend Railing, Trex Select Railing, Trex Select T-Rail and Trex Signature aluminum railing. Our high-performance composite and aluminum deck railing kits and systems are sustainably manufactured, easy to install and durable. Trex railing systems are built with the same durability as Trex decking and won’t rot, warp, peel or splinter and resist fading and corrosion. Trex Transcend Railing, made from approximately 40 percent recycled content, is available in the colors of Trex Transcend decking and finishes that make it appropriate for use with Trex decking products as well as other decking materials, which we believe enhances the sales prospects of our railing products. Trex Select Railing, made from approximately 40 percent recycled content, is offered in a white finish and is ideal for consumers who desire a simple clean finished look for their deck. Trex Select T-Rail, made from a minimum of 40 percent recycled materials, is available in square composite balusters in Classic White for a cohesive, coordinated look, or round aluminum balusters in Charcoal Black for a more modern contrast. Trex Signature aluminum railing, made from a minimum of 40 percent recycled content, is available in three colors and designed for consumers who want a sleek, contemporary look.
| |
Fencing |
Our Trex Seclusions® composite fencing product is offered through two specialty distributors. This product consists of structural posts, bottom rail, pickets, top rail and decorative post caps. The top and bottom rails of Trex fencing are designed to provide a “picture frame’ element and the deep rich colors have a matte surface to prevent harsh sunlight reflections.
|
We are a licensor in a number of licensing agreements with third parties to manufacture and sell products under the Trex trademark. Our licensed products are:
Trex® Outdoor Furniture™
|
A line of outdoor furniture products manufactured and sold by PolyWood, Inc. | |
Trex® RainEscape® and Trex® Protect® | An above joist deck drainage system manufactured and sold by DriDeck Enterprises, LLC. Trex Protect Joist, Beam and Rim tape is a self-adhesive butyl tape that protects wooden deck framing/substructure elements.
| |
Trex® Pergola™ | Pergolas made from low maintenance cellular PVC and all-aluminum product, manufactured by Home & Leisure, Inc. dba Structureworks Fabrication.
| |
Trex® Latticeworks™ | Outdoor lattice boards manufactured and sold by Structureworks Fabrication.
| |
Trex® Cornhole™ | Cornhole boards manufactured and sold by IPC Global Marketing LLC.
| |
Trex® Blade™ | A specialty saw blade for wood-alternative composite decking manufactured and sold by Freud America, Inc.
| |
Trex® SpiralStairs | A staircase alternative for use with all deck substructures manufactured and sold by M. Cohen and Sons, Inc. dba The Iron Shop.
| |
Trex® Outdoor Kitchens™ | Outdoor kitchen cabinetry manufactured and sold by Danver Stainless Outdoor Kitchens.
|
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Trex Commercial designed and engineered custom solutions prevalent in professional and collegiate sports facilities, commercial and high-rise applications, performing arts, sports, and event production and rentals. Trex Commercial marketed to architects, specifiers, contractors, and building owners.
Trex offered the following products through Trex Commercial through December 30, 2022:
• | Architectural railing systems; |
• | Aluminum railing systems; and |
• | Staging equipment and accessories. |
HIGHLIGHTS AND FINANCIAL PERFORMANCE
Highlights:
• | Trex Introduced New Style-Centric, Entry Level Composite Railing System. The Trex Select T-Rail composite railing system features a popular T-shaped top rail and is designed to make the beauty and convenience of Trex’s high-performance composite and aluminum railing available to a wider audience with pricing that competes head-to-head with PVC vinyl railing. |
• | Trex Updated its Trex® Deck Design Tool and Online Deck Planner. The interactive deck design tool allows homeowners to plan every detail of their outdoor space and is engineered to make the deck planning journey efficient and all-inclusive. |
• | Builders Rank Trex Their Brand of Choice for Composite Decking and Railing. Trex earned top honors in the Composite Decking and Deck Railing categories in Builder Magazine’s 2023 Brand Use Study for the 16th consecutive year. |
• | The Board of Directors of Trex Appointed Human Resources Leader Melkeya McDuffie as a New Independent Member of its Board of Directors. Ms. McDuffie is an accomplished executive and leader with a long career in human capital and general business management. She is currently Executive Vice President, Chief Human Resources Officer for Clean Harbors. |
• | Trex Published its 2022 Environmental, Social and Governance (ESG) Report. In June 2023, Trex published its 2022 ESG report. Highlights included focusing on circularity and energy efficiency, prioritizing employee safety and career growth, fostering diversity in leadership, resolute on governance and ethics, supporting communities where we operate, and earning industrywide ESG recognition. |
Financial Performance:
The following table presents highlights of our financial performance:
Three Months Ended June 30, |
||||||||||||||||
2023 | 2022 | $ Change | % Change | |||||||||||||
|
||||||||||||||||
($ 000s omitted, except per share data) | ||||||||||||||||
Net sales |
$ | 356,538 | $ | 386,249 | $ | (29,711 | ) | (7.7 | )% | |||||||
Gross profit |
$ | 156,448 | $ | 157,377 | $ | (929) | (0.6 | )% | ||||||||
Net income |
$ | 77,036 | $ | 88,916 | $ | (11,880 | ) | (13.4 | )% | |||||||
EBITDA |
$ | 117,050 | $ | 129,140 | $ | (12,090 | ) | (9.4 | )% | |||||||
Diluted earnings per share |
$ | 0.71 | $ | 0.79 | $ | (0.08) | (10.1 | )% |
Six Months Ended June 30, |
||||||||||||||||
2023 | 2022 | $ Change | % Change | |||||||||||||
|
||||||||||||||||
($ 000s omitted, except per share data) | ||||||||||||||||
Net sales |
$ | 595,256 | $ | 725,477 | $ | (130,221 | ) | (17.9 | )% | |||||||
Gross profit |
$ | 250,876 | $ | 292,289 | $ | (41,413 | ) | (14.2 | )% | |||||||
Net income |
$ | 118,167 | $ | 160,127 | $ | (41,960 | ) | (26.2 | )% | |||||||
EBITDA |
$ | 185,912 | $ | 234,565 | $ | (48,653 | ) | (20.7 | )% | |||||||
Diluted earnings per share |
$ | 1.09 | $ | 1.40 | $ | (0.31) | (22.1 | )% |
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Capital expenditures. During the six months ended June 30, 2023, our capital expenditures were $82.4 million primarily related to $45.5 million for the Arkansas manufacturing facility, $10.6 million in cost reduction initiatives, $9.6 million for our new corporate headquarters, $2.4 million in capacity expansion in our existing facilities, and $3.6 million for safety, environmental and general support.
Repurchases of common shares. During the six months ended June 30, 2023, we repurchased 264,896 shares of our outstanding common stock under the 2023 Stock Repurchase Program.
RESULTS OF OPERATIONS
General. Our results of operations are affected by a number of factors, including, but not limited to, the cost to manufacture and distribute products, cost of raw materials, inflation, interest rates, consumer spending and preferences, the impact of any supply chain disruptions, economic conditions, and any adverse effects from global health pandemics and geopolitical conflicts.
Sale of Substantially All of the Assets of Trex Commercial Products, Inc. On December 30, 2022, we completed the sale of substantially all of the assets of our wholly-owned subsidiary and reportable segment, Trex Commercial, for net proceeds of $7.3 million. The divestiture of Trex Commercial reflects our decision to focus on driving the most profitable growth strategy for the Company and its shareholders through the execution of our outdoor living strategy. With the sale complete, we will dedicate our resources to accelerating conversion to composites from wood and further strengthen our leadership position in the outdoor living category. The divestiture did not represent a strategic shift with a major effect on the Company’s operations and financial results. As such, the results of operations of Trex Commercial are consolidated in the Company’s results of operations for the three months and six months ended June 30, 2022.
Russian / Ukraine Conflict. The conflict between Russia and Ukraine has not directly affected our business and results of operations. We have no operations or direct sales in Russia or Ukraine but continue to monitor the potential economic impact of the conflict on supply chains, commodity and fuel prices, and prices of raw materials. We cannot predict the impact of the continued conflict on the global economy, our industry or our business.
Net Sales. Net sales consist of sales and freight, net of discounts. The level of net sales is principally affected by sales volume and the prices paid for Trex products. Trex Residential operating results have historically varied from quarter to quarter. Seasonal, erratic or prolonged adverse weather conditions in certain geographic regions reduce the level of home and commercial improvement and residential and commercial construction and can shift demand for our products to a later period. As part of our normal business practice and consistent with industry practice, we have historically provided our distributors and dealers of our Trex Residential products incentives to build inventory levels before the start of the prime deck-building season to ensure adequate availability of our product to meet anticipated seasonal consumer demand and to enable production planning. These incentives include payment discounts, favorable payment terms, price discounts, or volume rebates on specified products and other incentives based on increases in purchases as part of specific promotional programs. The timing of our incentive programs can significantly impact sales, receivables and inventory levels during the offering period.
Gross Profit. Gross profit represents the difference between net sales and cost of sales. Cost of sales consists of raw material costs, direct labor costs, manufacturing costs, subcontract costs and freight. Raw material costs generally include the costs to purchase and transport reclaimed wood fiber, reclaimed polyethylene, pigmentation for coloring our products, and commodities used in the production of railing and staging. Direct labor costs include wages and benefits of personnel engaged in the manufacturing process. Manufacturing costs consist of costs of depreciation, utilities, maintenance supplies and repairs, indirect labor, including wages and benefits, and warehouse and equipment rental activities.
Selling, General and Administrative Expenses. The largest component of selling, general and administrative expenses is personnel related costs, which includes salaries, commissions, incentive compensation, and benefits of personnel engaged in sales and marketing, accounting, information technology, corporate operations, research and development, and other business functions. Another component of selling, general and administrative expenses is branding and other sales and marketing costs, which are used to build brand awareness. These costs consist primarily of advertising, merchandising, and other promotional costs. Other general and administrative expenses include professional fees, office occupancy costs attributable to the business functions previously referenced, and consumer relations expenses. As a percentage of net sales, selling, general and administrative expenses may vary from quarter to quarter due, in part, to the seasonality of our business.
Below is the discussion and analysis of our operating results and material changes in our operating results for the three months ended June 30, 2023 (2023 quarter) compared to the three months ended June 30, 2022 (2022 quarter), and for the six months ended June 30, 2023 (2023 six-month period) compared to the six months ended June 30, 2022 (2022 six-month period).
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Three Months Ended June 30, 2023 Compared To The Three Months Ended June 30, 2022
Net Sales
Three Months Ended June 30, | $ Change | % Change | ||||||||||||||
2023 | 2022 | |||||||||||||||
(dollars in thousands) | ||||||||||||||||
Total net sales |
$ | 356,538 | $ | 386,249 | $ | (29,711 | ) | (7.7 | )% | |||||||
Trex Residential net sales |
$ | 356,538 | $ | 373,922 | $ | (17,384 | ) | (4.6 | )% | |||||||
Trex Commercial net sales |
N/A | $ | 12,327 | N/A | N/A |
Total net sales in the 2023 quarter were lower compared to net sales in the 2022 quarter resulting in a decrease of $29.7 million, or 7.7%. The change in the 2023 quarter was the result of strong secular trends in the outdoor living category, continued execution of our wood-to-composite market strategy share conversion offset by the non-recurrence of the channel inventory build that occurred during the second quarter prior year. In addition, on December 30, 2022, we completed the sale of substantially all of the assets of our wholly-owned subsidiary and reportable segment, Trex Commercial, whose sales are reflected in the 2022 quarter.
Gross Profit
Three Months Ended June 30, | $ Change | % Change | ||||||||||||||
2023 | 2022 | |||||||||||||||
(dollars in thousands) | ||||||||||||||||
Cost of sales |
$ | 200,090 | $ | 228,872 | $ | (28,782 | ) | (12.6 | )% | |||||||
% of total net sales |
56.1 | % | 59.3 | % | ||||||||||||
Gross profit |
$ | 156,448 | $ | 157,377 | $ | (929) | (0.6 | )% | ||||||||
Gross margin |
43.9 | % | 40.7 | % |
Gross profit as a percentage of net sales, gross margin, was 43.9% in the 2023 quarter compared to 40.7% in the 2022 quarter. Excluding Trex Commercial, gross margin for the 2022 quarter was 41.7%. The increase was primarily the result of production optimization and cost savings programs, partially offset by lower absorption due to decreased production and higher depreciation.
Selling, General and Administrative Expenses
Three Months Ended June 30, | $ Change | % Change | ||||||||||||||
2023 | 2022 | |||||||||||||||
(dollars in thousands) | ||||||||||||||||
Selling, general and administrative expenses |
$ | 51,681 | $ | 39,568 | $ | 12,113 | 30.6 | % | ||||||||
% of total net sales |
14.5 | % | 10.2 | % |
Selling, general and administrative expenses increased $12.1 million in the 2023 quarter. The increase primarily related to a $9.1 million increase in personnel related expenses including incentive compensation, a $0.8 million increase related to disposal of manufacturing equipment, a $0.9 million increase related to expenses to exit our prior corporate headquarters, and a $0.9 million increase in other expenses.
Provision for Income Taxes
Three Months Ended June 30, | $ Change | % Change | ||||||||||||||
2023 | 2022 | |||||||||||||||
(dollars in thousands) | ||||||||||||||||
Provision for income taxes |
$ | 26,426 | $ | 29,009 | $ | (2,583) | (8.9 | )% | ||||||||
Effective tax rate |
25.5 | % | 24.6 | % |
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The effective tax rate for the 2023 quarter of 25.5% and was comparable to the effective tax rate of 24.6% for the 2022 quarter.
Net Income and Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)1 (dollars in thousands)
Reconciliation of net income (GAAP) to EBITDA and EBITDA margin (non-GAAP):
Three Months Ended June 30, 2023 |
Three Months Ended June 30, 2022 | |||||||||||||||
Trex Residential and Consolidated |
Trex Residential |
Trex Commercial |
Consolidated | |||||||||||||
Net Income (loss) |
$ | 77,036 | $ | 89,437 | $ | (521 | ) | $ | 88,916 | |||||||
Interest expense (income), net |
1,305 | (116 | ) | — | (116 | ) | ||||||||||
Income tax expense (benefit) |
26,426 | 29,180 | (171 | ) | 29,009 | |||||||||||
Depreciation and amortization |
12,283 | 11,049 | 282 | 11,331 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
EBITDA |
$ | 117,050 | $ | 129,550 | $ | (410 | ) | $ | 129,140 | |||||||
|
|
|
|
|
|
|
|
Three Months Ended June 30, | $ Change | % Change | ||||||||||||||
2023 | 2022 | |||||||||||||||
(dollars in thousands) | ||||||||||||||||
Total EBITDA |
$ | 117,050 | $ | 129,140 | $ | (12,090) | (9.4 | )% | ||||||||
Trex Residential EBITDA |
$ | 117,050 | $ | 129,550 | $ | (12,500) | (9.6 | )% | ||||||||
Trex Commercial EBITDA |
N/A | $ | (410) | N/A | N/A |
Total EBITDA decreased 9.4% to $117.1 million for the 2023 quarter compared to $129.1 million for the 2022 quarter. The decrease in EBITDA was driven primarily by a decrease in net sales.
Six Months Ended June 30, 2023 Compared To The Six Months Ended June 30, 2022
Net Sales
Six Months Ended June 30, | $ Change | % Change | ||||||||||||||
2023 | 2022 | |||||||||||||||
(dollars in thousands) | ||||||||||||||||
Total net sales |
$ | 595,256 | $ | 725,477 | $ | (130,221) | (17.9 | )% | ||||||||
Trex Residential net sales |
$ | 595,256 | $ | 701,117 | $ | (105,861) | (15.1 | )% | ||||||||
Trex Commercial net sales |
N/A | $ | 24,360 | N/A | N/A |
Total net sales decreased by $130.2 million, or 17.9%, in the 2023 six-month period compared to the 2022 six-month period. The decrease was substantially all due to a decrease in volume, which was primarily the result of the non-recurrence of the 2022 distribution inventory build and more cautious purchase patterns due to concerns regarding the economic strength of the consumer. On December 30, 2022, we completed the sale of substantially all of the assets of our wholly-owned subsidiary and reportable segment, Trex Commercial.
1 | EBITDA represents net income before interest, income taxes, depreciation and amortization. EBITDA is not a measurement of financial performance under accounting principles generally accepted in the United States (GAAP). We have included data with respect to EBITDA because management believes it facilitates performance comparison between the Company and its competitors, and management evaluates the performance of its reportable segments using several measures, including EBITDA. Management considers EBITDA to be an important supplemental indicator of our core operating performance because it eliminates interest, income taxes, and depreciation and amortization charges to net income or loss. In relation to competitors, EBITDA eliminates differences among companies in capitalization and tax structures, capital investment cycles and ages of related assets. For these reasons, management believes that EBITDA provides important information regarding the operating performance of the Company and its reportable segments. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results prepared in accordance with GAAP and are not meant to be considered superior to or a substitute for our GAAP results. |
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Gross Profit
Six Months Ended June 30, | $ Change | % Change | ||||||||||||||
2023 | 2022 | |||||||||||||||
(dollars in thousands) | ||||||||||||||||
Cost of sales |
$ | 344,380 | $ | 433,188 | $ | (88,808 | ) | (20.5 | )% | |||||||
% of total net sales |
57.9 | % | 59.7 | % | ||||||||||||
Gross profit |
$ | 250,876 | $ | 292,289 | $ | (41,413 | ) | (14.2 | )% | |||||||
Gross margin |
42.1 | % | 40.3 | % |
Gross profit as a percentage of net sales, gross margin, was 42.1% in the 2023 six-month period compared to 40.3% in the 2022 six-month period. Excluding Trex Commercial, gross margin for the 2022 quarter was 41.3%. The increase was primarily the result of production optimization and cost savings programs, partially offset by lower absorption due to decreased production and higher depreciation.
Selling, General and Administrative Expenses
Six Months Ended June 30, | $ Change | % Change | ||||||||||||||
2023 | 2022 | |||||||||||||||
(dollars in thousands) | ||||||||||||||||
Selling, general and administrative expenses |
$ | 89,162 | $ | 79,529 | $ | 9,633 | 12.1 | % | ||||||||
% of total net sales |
15.0 | % | 11.0 | % |
Selling, general and administrative expenses increased $9.6 million in the 2023 six-month period. The increase primarily related to a $5.6 million increase in personnel related expenses including incentive compensation, a $1.5 million increase in research and development expenses, a $0.8 million increase related to disposal of manufacturing equipment, a $0.9 million increase in expenses related the exit of our prior corporate headquarters, and a $1.2 million increase in other expenses.
Provision for Income Taxes
Six Months Ended June 30, | $ Change | % Change | ||||||||||||||
2023 | 2022 | |||||||||||||||
(dollars in thousands) | ||||||||||||||||
Provision for income taxes |
$ | 40,258 | $ | 52,737 | $ | (12,479 | ) | (23.7 | )% | |||||||
Effective tax rate |
25.4 | % | 24.8 | % |
The effective tax rate for the 2023 six-month period of 25.4% and was comparable to the effective tax rate of 24.8% for the 2022 six-month period.
Net Income and Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)2 (dollars in thousands)
Reconciliation of net income (GAAP) to EBITDA and EBITDA margin (non-GAAP):
2 | EBITDA represents net income before interest, income taxes, depreciation and amortization. EBITDA is not a measurement of financial performance under accounting principles generally accepted in the United States (GAAP). We have included data with respect to EBITDA because management believes it facilitates performance comparison between the Company and its competitors, and management evaluates the performance of its reportable segments using several measures, including EBITDA. Management considers EBITDA to be an important supplemental indicator of our core operating performance because it eliminates interest, income taxes, and depreciation and amortization charges to net income or loss. In relation to competitors, EBITDA eliminates differences among companies in capitalization and tax structures, capital investment cycles and ages of related assets. For these reasons, management believes that EBITDA provides important information regarding the operating performance of the Company and its reportable segments. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results prepared in accordance with GAAP and are not meant to be considered superior to or a substitute for our GAAP results. |
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Six Months Ended June 30, 2023 |
Six Months Ended June 30, 2022 | |||||||||||||||
Trex Residential and Consolidated |
Trex Residential |
Trex Commercial |
Consolidated | |||||||||||||
Net Income (loss) |
$ | 118,167 | $ | 161,652 | $ | (1,525 | ) | $ | 160,127 | |||||||
Interest expense (income), net |
3,289 | (104 | ) | — | (104 | ) | ||||||||||
Income tax expense (benefit) |
40,258 | 53,243 | (506 | ) | 52,737 | |||||||||||
Depreciation and amortization |
24,198 | 21,240 | 565 | 21,805 | ||||||||||||
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EBITDA |
$ | 185,912 | $ | 236,031 | $ | (1,466 | ) | $ | 234,565 | |||||||
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Six Months Ended June 30, | $ Change | % Change | ||||||||||||||
2023 | 2022 | |||||||||||||||
(dollars in thousands) | ||||||||||||||||
Total EBITDA |
$ | 185,912 | $ | 234,565 | $ | (48,653 | ) | (20.7 | )% | |||||||
Trex Residential EBITDA |
$ | 185,912 | $ | 236,031 | $ | (50,119 | ) | (21.2 | )% | |||||||
Trex Commercial EBITDA |
N/A | $ | (1,466) | N/A | N/A |
Total EBITDA decreased 20.7% to $185.9 million for the 2023 six-month period compared to $234.6 million for the 2022 six-month period. The decrease in EBITDA was driven primarily by a decrease in net sales and gross profit.
LIQUIDITY AND CAPITAL RESOURCES
We finance operations and growth primarily with cash flows from operations, borrowings under our revolving credit facilities, operating leases and normal trade credit terms from operating activities. At June 30, 2023 we had $4.2 million of cash and cash equivalents.
Sources and Uses of Cash. The following table summarizes our cash flows from operating, investing and financing activities (in thousands):
Six Months Ended June 30, | ||||||||
2023 | 2022 | |||||||
Net cash provided by operating activities |
$ | 107,781 | $ | 189,992 | ||||
Net cash used in investing activities |
(82,357 | ) | (66,561 | ) | ||||
Net cash used in financing activities |
(33,523 | ) | (247,836 | ) | ||||
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Net decrease in cash and cash equivalents |
$ | (8,099) | $ | (124,405 | ) | |||
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Operating Activities
Cash provided by operating activities was $107.8 million during the 2023 six-month period compared to cash provided by operations of $190.0 million during the 2022 six-month period. The $82.2 million decrease in cash provided by operating activities was primarily related to an increase in accounts receivable and, to a lesser extent, reduced profitability in the 2023 six-month period. Shorter payment terms offered as part of our 2022 early buy program resulted in stronger cash collections from accounts receivable in the 2022 six-month period compared to historical collections. The timing of collections in the 2023 six-month period were more aligned with the timing of collections in six-month periods prior to 2022. We anticipate the timing of collections in the third quarter of 2023 will be more comparable to those in the third quarter of 2022. Substantially all of the accounts receivables balances as of June 30, 2023 will be collected during the third quarter of 2023. The effects of the increase in accounts receivable and reduced profitability were offset, in part, by a decrease in inventories in the 2023 six-month period.
Investing Activities
Capital expenditures in the 2023 six-month period were $82.4 million primarily related to $45.5 million for the Arkansas manufacturing facility, $10.6 million in cost reduction initiatives, $9.6 million for our new corporate headquarters, $2.4 million in capacity expansion in our existing facilities, and $3.6 million for safety, environmental and general support.
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Financing Activities
Net cash used in financing activities in the 2023 six-month period consisted primarily of net borrowings under our line of credit and repurchases of our outstanding common stock.
Stock Repurchase Program. On February 16, 2018, the Trex Board of Directors adopted a stock repurchase program of up to 11.6 million shares of its outstanding common stock (Stock Repurchase Program). The Company repurchased 10.1 million shares under the Stock Repurchase Program. On May 4, 2023, the Trex Board of Directors adopted a new stock repurchase program (2023 Stock Repurchase Program) of up to 10.8 million shares of its outstanding common stock, and terminated the existing Stock Repurchase Program. The 2023 Stock Repurchase Program has no set expiration date and as of June 30, 2023, the Company has repurchased 264,896 shares under the 2023 Stock Repurchase Program.
Indebtedness prior to May 18, 2022. On November 5, 2019, the Company entered into a Fourth Amended and Restated Credit Agreement (Fourth Amended Credit Agreement) as borrower, Trex Commercial, as guarantor; Bank of America, N.A. (BOA) as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer; and certain other lenders including Wells Fargo Bank, N.A. (Wells Fargo), who is also Syndication Agent, and Truist Bank, arranged by BOA Securities, Inc. (BOA Securities), as Sole Lead Arranger and Sole Bookrunner, to amend and restate the Third Amended and Restated Credit Agreement (Third Amended Credit Agreement), dated as of January 12, 2016, as amended. The Fourth Amended Credit Agreement provides the Company with one or more Revolving Loans in a collective maximum principal amount of $250 million from January 1 through June 30 of each year and a maximum principal amount of $200 million from July 1 through December 31 of each year throughout the term, which ends November 5, 2024.
On May 26, 2020, the Company entered into a First Amendment to the Original Credit Agreement (the First Amendment) to provide for an additional $100 million line of credit through May 26, 2022. As a matter of convenience, the parties incorporated the amendments to the Original Credit Agreement made by the First Amendment into a new Fourth Amended and Restated Credit Agreement (New Credit Agreement). In the New Credit Agreement, the revolving commitments under the Original Credit Agreement are referred to as Revolving A Commitments and the new $100 million line of credit is referred to as Revolving B Commitments. In the New Credit Agreement, all of the material terms and conditions related to the original line of credit (Revolving A Commitments) remained unchanged from the Original Credit Agreement.
The Company’s revolving credit facility executed November 5, 2019, was completely replaced by the Company’s revolving credit facility executed May 18, 2022.
Indebtedness on and after May 18, 2022 and prior to December 22, 2022. On May 18, 2022, the Company, as borrower; Trex Commercial, as guarantor; BOA, as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer; Wells Fargo, as lender and Syndication Agent; Regions Bank, PNC Bank, National Association (PNC), and TD Bank, N.A. (TD)(each, a Lender and collectively, the Lenders), arranged by BofA Securities, Inc. as Sole Lead Arranger and Sole Bookrunner, entered into a Credit Agreement (Credit Agreement) to amend and restate the Fourth Amended and Restated Credit Agreement dated as of November 5, 2019.
Under the Credit Agreement, the Lenders agreed to provide the Company with one or more Revolving Loans in a collective maximum principal amount of $400,000,000 (Loan Limit) throughout the term, which ends May 18, 2027 (Term). Included within the Loan Limit are sublimits for a Letter of Credit facility in an amount not to exceed $60,000,000; and Swing Line Loans in an aggregate principal amount at any time outstanding not to exceed $20,000,000. The Revolving Loans, the Letter of Credit facility and the Swing Line Loans are for the purpose of raising working capital and supporting general business operations.
The Credit Agreement provides the Company, in the aggregate, the ability to borrow an amount up to the Loan Limit during the Term. The Company is not obligated to borrow any amount under the Loan Limit. Within the Loan Limit, the Company may borrow, repay and reborrow at any time or from time to time while the Notes are in effect. Base Rate Loans (as defined in the Credit Agreement) under the Revolving Loans and the Swing Line Loans accrue interest at the Base Rate plus the Applicable Rate (as defined in the Credit Agreement) and Term SOFR Loans for the Revolving Loans accrue interest at the rate per annum equal to the sum of Term SOFR for such interest period plus the Applicable Rate (as defined in the Credit Agreement). The Base Rate for any day is a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by BOA as its prime rate, and (c) the Term SOFR plus 1.0% subject to certain interest rate floors. Repayment of all then outstanding principal, interest, fees and costs is due at the end of the Term.
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The Company and BofA Securities as a sustainability coordinator, are entitled to establish specified key performance indicators (KPIs) with respect to certain environmental, social and governance targets of the Company and its subsidiaries. The sustainability coordinator and the Company may amend the Credit Agreement for the purpose of incorporating the KPIs and other related provisions, unless the Lenders object to such amendment on or prior to the date that is ten business days after the date on which such amendment is posted for review by the Lenders. Based on the performance of the Company and its subsidiaries against the KPIs, certain adjustments (increase, decrease or no adjustment) to otherwise applicable pricing will be made; provided that the amount of such adjustments shall not exceed certain aggregate caps as in the definitive loan documentation.
Under the terms of the Security and Pledge Agreement, the Company and Trex Commercial, subject to certain permitted encumbrances, as collateral security for the above-stated loans and all other present and future indebtedness of the Company owing to the Lenders grants to BOA, as Administrative Agent for the Lenders, a continuing security interest in certain collateral described and defined in the Security and Pledge Agreement but excluding the Excluded Property (as defined in the Security and Pledge Agreement).
Indebtedness On and After December 22, 2022. As of December 22, 2022, the Company entered into a First Amendment to the Credit Agreement (First Amendment) by and among the Company, as borrower, the guarantors party thereto; BOA, as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer; TD as lender and Syndication Agent; Regions Bank, PNC, and Wells Fargo (each, a Lender and collectively, the Lenders), arranged by BofA Securities as Sole Lead Arranger and Sole Bookrunner, amending that certain Credit Agreement dated as of May 18, 2022, by and among the Company, as borrower, the guarantors party thereto, BOA, as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer and the other lenders identified therein (as so amended, the “Credit Agreement”). The First Amendment removes Trex Commercial as a guarantor to any and all indebtedness under the Credit Agreement. As a part of the First Amendment, the Credit Agreement was amended and restated to provide for an additional Revolving B Loan (as hereinafter defined).
Under the First Amendment, the Lenders agreed to provide the Company with a Revolving B Loan consisting of one or more revolving loans in a collective maximum principal amount of $150,000,000 (Revolving B Loan Limit) throughout the term, which ends December 22, 2024 (Revolving B Loan Term). Previously, under the Credit Agreement, there was no Revolving B Loan. The First Amendment also provided that TD would serve as Syndication Agent.
As of December 22, 2022, the Credit Agreement was amended and restated to refer to this loan as the Revolving A Loan. The amended and restated Credit Agreement was made an Exhibit A to the First Amendment. All of the terms of the Credit Agreement apply to the Revolving B Loan. The Credit Agreement continues to include sublimits under the Revolving A Loan for a Letter of Credit facility in an amount not to exceed $60,000,000; and Swing Line Loans in an aggregate principal amount at any time outstanding not to exceed $20,000,000. The Revolving Loans, the Letter of Credit facility and the Swing Line Loans under Revolving A Loan are for the purpose of raising working capital and supporting general business operations.
The Notes provide the Company, in the aggregate, the ability to borrow an amount up to the Revolving A Loan Limit during the Revolving A Loan Term and Revolving B Loan Limit during the Revolving B Loan Term. The Company is not obligated to borrow any amount under the revolving loans. Within the respective loan limit, the Company may borrow, repay and reborrow at any time or from time to time while the Notes are in effect. With respect to Revolving B Loans, for any day, the rate per annum is a tiered pricing based upon the Consolidated Debt to Consolidated EBITDA Ratio. The applicable rate for Revolving B Loans that are Base Rate Loans range between 1.20% and 2.15% and the applicable rate for Revolving B Loans that are Term SOFR/Term SOFR Daily Floating Rate range between 0.20% and 1.15%.
At June 30, 2023, we had $206 million in outstanding borrowings under the revolving credit facility and borrowing capacity under the facility of $344 million.
Compliance with Debt Covenants. Pursuant to the terms of the Credit Agreement, the Company is subject to certain loan compliance covenants. The Company was in compliance with all covenants as of June 30, 2023. Failure to comply with the financial covenants could be considered a default of repayment obligations and, among other remedies, could accelerate payment of any amounts outstanding.
We believe that cash on hand, cash from operations and borrowings expected to be available under our revolving credit facilities will provide sufficient funds to fund planned capital expenditures, make scheduled principal and interest payments, fund warranty payments, and meet other cash requirements. We currently expect to fund future capital expenditures from operations and financing activities. The actual amount and timing of future capital requirements may differ materially from our estimate depending on the demand for Trex products and new market developments and opportunities.
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Capital Requirements. In October 2021, we announced plans to add a third U.S.-based Trex Residential manufacturing facility located in Little Rock, Arkansas. The new campus will sit on approximately 300 acres of land and will address increased demand for Trex Residential outdoor living products. The development approach for the new campus will be modular and calibrated to demand trends for Trex Residential outdoor living products. Construction began on the new facility in the second quarter 2022, and in July 2022, the Company entered into a design-build agreement. As previously announced, the Company anticipates spending approximately $400 million on the facility and the budget for the design-build agreement is contained within this amount. Construction for the new facility will be funded primarily through the Company’s ongoing cash generation or its line of credit.
Our capital expenditure guidance for 2023 is $145 million to $155 million. In addition to the construction of our third facility located in Arkansas, our capital allocation priorities include expenditures for internal growth opportunities, manufacturing cost reductions, upgrading equipment and support systems, and acquisitions which fit our long-term growth strategy as we continue to evaluate opportunities that would be a good strategic fit for Trex, and return of capital to shareholders.
Inventory in Distribution Channels. We sell our Trex Residential decking and railing products through a tiered distribution system. We have over 50 distributors worldwide and two national retail merchandisers to which we sell our products. The distributors in turn sell the products to dealers and retail locations who in turn sell the products to end users. Significant increases in inventory levels in the distribution channel without a corresponding change in end-use demand could have an adverse effect on future sales.
Product Warranty. We warrant that for the applicable warranty period our Trex Residential products, when properly installed, used and maintained, will be free from material defects in workmanship and materials and our decking, cladding, fascia and railing products will not split, splinter, rot or suffer structural damage from termites or fungal decay.
Products sold on or after January 1, 2023: The warranty period for residential use is 50 years for Transcend® decking, 35 years for Select® decking and Universal Fascia, and 25 years for Enhance® decking and Transcend, Select, Enhance and Signature® railing. The warranty period for commercial use is 10 years, excluding Signature railing and Transcend cladding, which each have a warranty period of 25 years. We further warrant that Trex Transcend, Trex Enhance and Trex Select decking and cladding and Universal Fascia products will not fade in color from light and weathering exposure more than a certain amount and will be resistant to permanent staining from food and beverage substances or mold and mildew, provided the stain is cleaned within seven days of appearance, for the warranty period referred to above. If there is a breach of such warranties, we have an obligation either to replace the defective product or refund the purchase price.
Products sold prior to January 1, 2023: The warranty period is 25 years for residential use and 10 years for commercial use. With respect to Trex Signature railing, the warranty period is 25 years for both residential and commercial use. We further warrant that Trex Transcend, Trex Enhance, Trex Select and Universal Fascia products will not fade in color more than a certain amount and will be resistant to permanent staining from food substances or mold, provided the stain is cleaned within seven days of appearance, for the warranty period referred to above. If there is a breach of such warranties, we have an obligation either to replace the defective product or refund the purchase price.
We continue to receive and settle claims for decking products manufactured at our Trex Residential Nevada facility prior to 2007 that exhibit surface flaking and maintain a warranty reserve to provide for the settlement of these claims. We monitor surface flaking claims activity each quarter for indications that our estimates require revision. Typically, a majority of surface flaking claims received in a fiscal year are received during the summer outdoor season, which spans the second and third fiscal quarters.
It has been our practice to utilize actuarial techniques during the third quarter, after a significant portion of all claims has been received for the fiscal year and variances to annual claims expectations are more meaningful. Our actuarial analysis is based on currently known facts and a number of assumptions. Projecting future events such as the number of claims to be received, the number of claims that will require payment and the average cost of claims could cause the actual warranty liabilities to be higher or lower than those projected, which could materially affect our financial condition, results of operations or cash flows.
The number of incoming claims received in the six months ended June 30, 2023, was lower than the number of claims received in the six months ended June 30, 2023 and lower than our expectations for 2023. Average cost per claim experienced in the six months ended June 30, 2023 was lower than that experienced in the six months ended June 30, 2022, which was elevated due to the closure of three large claims, and lower than our expectations for the current year. We believe the reserve at June 30, 2023 is sufficient to cover future surface flaking obligations.
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We estimate that the annual number of claims received will decline over time and that the average cost per claim will increase. If the level of claims received or average cost per claim differs materially from expectations, it could result in additional increases or decreases to the warranty reserve and a decrease or increase in earnings and cash flows in future periods. We estimate that a 10% change in the expected number of remaining claims to be settled with payment or the expected cost to settle claims may result in approximately a $1.5 million change in the surface flaking warranty reserve.
The following table details surface flaking claims activity related to our warranty:
Six Months Ended June 30, | ||||||||
2023 | 2022 | |||||||
Claims open, beginning of period |
1,729 | 1,759 | ||||||
Claims received (1) |
236 | 292 | ||||||
Claims resolved (2) |
(212 | ) | (304 | ) | ||||
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Claims open, end of period |
1,753 | 1,747 | ||||||
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Average cost per claim (3) |
$ | 4,160 | $ | 5,233 |
(1) | Claims received include new claims received or identified during the period. |
(2) | Claims resolved include all claims settled with or without payment and closed during the period. |
(3) | Average cost per claim represents the average settlement cost of claims closed with payment during the period. |
Seasonality. The operating results for Trex Residential have historically varied from quarter to quarter. Seasonal, erratic or prolonged adverse weather conditions in certain geographic regions reduce the level of home improvement and construction activity and can shift demand for its products to a later period. As part of its normal business practice and consistent with industry practice, Trex Residential has historically offered incentive programs to its distributors and dealers to build inventory levels before the start of the prime deck-building season in order to ensure adequate availability of its product to meet anticipated seasonal consumer demand. The seasonal effects are often offset by the positive effect of the incentive programs.
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
For information regarding our exposure to certain market risks, see “Quantitative and Qualitative Disclosures about Market Risk,” in Part II, Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. There were no material changes to the Company’s market risk exposure during the six months ended June 30, 2023.
Item 4. | Controls and Procedures |
The Company’s management, with the participation of its President and Chief Executive Officer (the Company’s principal executive officer) and its Acting Chief Financial Officer (the Company’s principal financial officer), has evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2023. Based on this evaluation, the President and Chief Executive Officer and the Acting Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective. There have been no changes in the Company’s internal control over financial reporting during the six-month period ended June 30, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II
OTHER INFORMATION
Item 1. | Legal Proceedings |
The Company has lawsuits, as well as other claims, pending against it which are ordinary routine litigation and claims incidental to the business. Management has evaluated the merits of these lawsuits and claims and believes that their ultimate resolution will not have a material effect on the Company’s consolidated financial condition, results of operations, liquidity or competitive position.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
(c) The following table provides information relating to the purchases of our common stock during the three months ended June 30, 2023 in accordance with Item 703 of Regulation S-K:
Period |
(a) Total Number of Shares (or Units) Purchased (1) |
(b) Average Price Paid per Share (or Unit) ($) |
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (2) |
(d) Maximum number of Shares (or Units) that May Yet Be Purchased Under the Plan or Program |
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April 1, 2023 – April 30, 2023 |
— | $ | — | — | 10,800,000 | |||||||||||
May 1, 2023 – May 31, 2023 |
15,663 | $ | 54.56 | — | 10,800,000 | |||||||||||
June 1, 2023 – June 30, 2023 |
264,896 | $ | 59.44 | 264,896 | 10,535,104 | |||||||||||
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Quarterly period ended June 30, 2023 |
280,559 | 264,896 | ||||||||||||||
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(1) | During the three months ended June 30, 2023, 15,663 shares were withheld by, or delivered to, the Company pursuant to provisions in agreements with recipients of restricted stock granted under the Trex 2014 and 2023 Stock Incentive Plan allowing the Company to withhold, or the recipient to deliver to the Company, the number of shares having the fair value equal to tax withholding due. |
(2) | On February 16, 2018, the Trex Board of Directors authorized a common stock repurchase program of up to 11.6 million shares of its outstanding common stock (Stock Repurchase Program). The Stock Repurchase Program was publicly announced on February 21, 2018. The Company did not purchase shares of its common stock under the Stock Repurchase Program during the period April 1, 2023 through May 3, 2023. |
On May 4, 2023, the Trex Board of Directors adopted a new stock repurchase program (2023 Stock Repurchase Program) of up to 10.8 million shares of its outstanding common stock, and terminated the existing Stock Repurchase Program. The 2023 Stock Repurchase Program has no set expiration date and 264,896 shares were repurchased under the 2023 Stock Repurchase Program as of June 30, 2023.
Item 5. | Other Information |
Amended and Restated By-Laws of the Company dated July 26, 2023. On July 26, 2023, the Board of Directors of the Company approved and adopted Amended and Restated By-Laws of the Company (as so amended, New By-Laws), which became effective upon approval. The New By-Laws, among other things, provided for the following changes to the Company’s prior by laws:
Places of Meetings; List of Stockholders – The New By-Laws provide that stockholder meetings may be held by means of remote communication. Further, the New By-Laws clarify that in connection with any stockholder meetings, the list of stockholders entitled to vote at the meeting will be available for examination for a period of at least ten days ending on the day before the meeting date.
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Advance Notice – Informational and Disclosure Requirements. The New By-Laws require that the stockholder proposing business or nominating directors (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (Exchange Act)) provide certain additional information regarding the stockholder and the proposal or nominee, as applicable. Additionally, the New By-Laws require any candidate for the Board nominated by a stockholder to provide certain additional information and representations, including, but not limited to, information regarding the absence of any voting commitments, disclosure of compensation for service, compliance with the Company’s corporate governance and other policies, and intention to serve the entire term. The New By-Laws also clarify the Company’s authority to reasonably request additional information from such stockholders and director nominees. All disclosures must be updated as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten business days prior to the meeting. Additionally, the New By-Laws state explicitly that the Board is entitled to solicit against any such nomination or proposal.
Advance Notice – Other. The New By-Laws require that a stockholder proposing business to be brought before an annual meeting or nominating person(s) for election to the Board of Directors at an annual meeting or special meeting, or, if the proposing stockholder is not an individual, a qualified representative of such proposing stockholder, appear at such meeting. Further, the New By-Laws prohibit stockholders from submitting more nominees than the number of directors up for election at the applicable meeting.
Advance Notice – Universal Proxy. The New By-Laws Rule 14a-19 under the Exchange Act by requiring that any stockholder soliciting proxies in support of a nominee other than the Board’s nominees must comply with Rule 14a-19 under the Exchange Act, including applicable notice and solicitation requirements, and providing the Company a remedy if a stockholder fails to comply with the requirements of Rule 14a-19 or fails to timely provide reasonable evidence that certain requirements of such rule have been satisfied. Further, any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, with the white proxy card being reserved for the exclusive use by the Board.
A copy of the New By-Laws is attached as Exhibit 3.3 hereto and is incorporated herein by reference. The foregoing summary of the material changes to the Company’s prior bylaws is qualified in its entirety by reference to the text of Exhibit 3.3.
The Trex Company Amended and Restated 1999 Incentive Plan for Outside Directors as amended on July 26, 2023. On March 12, 1999, Trex adopted the Trex Company Amended and Restated 1999 Incentive Plan for Outside Directors (the Outside Directors Plan). On July 26, 2023, the Company approved an amendment to the Outside Directors Plan (the Amendment). The purpose of the Amendment was to (1) replace references to the 2014 Stock Incentive Plan with references to the 2023 Stock Incentive Plan, (2) align the vesting provisions with the 2023 Stock Incentive Plan, (3) modify compensation when the Lead Independent Director role is being filled by the chair of a Committee, and (4) remove the five-year expiration term of vested SARs in the event of termination of service. No other changes were made to the Outside Directors Plan by the Amendment. The Amended and Restated 1999 Incentive Plan for Outside Directors, as amended, is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q.
Form of Trex Company, Inc. 2023 Stock Incentive Plan Stock Appreciation Rights Agreement. The Company had previously filed a Form of Trex Company, Inc. 2014 Stock Incentive Plan Stock Appreciation Rights Agreement (the Old SAR Form). On July 26, 2023, the Company approved a new Form of Trex Company, Inc. 2023 Stock Incentive Plan Stock Appreciation Rights Agreement (New SAR Form) which replaced the Old SAR Form. The New SAR Form is the same as the Old SAR Form except that all references to the 2014 Stock Incentive Plan have been replaced with references to the 2023 Stock Incentive Plan and the five-year expiration term in in the event of termination of service due to death, disability or retirement has been deleted, which is aligned with the 2023 Stock Incentive Plan. The New SAR Form is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q.
Form of Trex Company, Inc. 2023 Stock Incentive Plan Time-Based Restricted Stock Unit Agreement. The Company had previously filed a Form of Trex Company, Inc. 2014 Stock Incentive Plan Time-Based Restricted Stock Unit Agreement (the Old Time-Based RSU Form). On July 26, 2023, the Company approved a new Form of Trex Company, Inc. 2023 Stock Incentive Plan Time-Based Restricted Stock Unit Agreement (New Time-Based RSU Form). The New Time-Based RSU Form is the same as the Old Time-Based RSU Form except that all references to the 2014 Stock Incentive Plan have been replaced with references to the 2023 Stock Incentive Plan and the Shareholder Rights Section has been aligned with the 2023 Stock Incentive Plan. The Old Time-Based RSU Form included shareholder rights in the event of dividends but the New Time-Based RSU Form states there are no shareholder rights with respect to restricted stock units, which is aligned with the 2023 Stock Incentive Plan. The New Time-Based RSU Form is filed as Exhibit 10.4 to this Quarterly Report on Form 10-Q.
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Form of Trex Company, Inc. 2023 Stock Incentive Plan Performance-Based Restricted Stock Unit Agreement. The Company had previously filed a Form of Trex Company, Inc. 2014 Stock Incentive Plan Performance-Based Restricted Stock Unit Agreement (the Old RSU Performance-Based Form). On July 26, 2023, the Company approved a new Form of Trex Company, Inc. 2023 Stock Incentive Plan Performance-Based Stock Unit Agreement (the New RSU Performance-Based Form). The New Performance-Based RSU Form is the same as the Old Performance-Based RSU Form except that all references to the 2014 Stock Incentive Plan have been replaced with references to the 2023 Stock Incentive Plan and the Shareholder Rights Section has been aligned with the 2023 Stock Incentive Plan. The Old Performance-Based RSU Form included shareholder rights in the event of dividends, but the New Performance-Based RSU Form states there are no shareholder rights with respect to restricted stock units, which is aligned with the 2023 Stock Incentive Plan. The New Performance-Based RSU Form is filed as Exhibit 10.5 to this Quarterly Report on Form 10-Q.
Form of Trex Company, Inc. Amended and Restated Stock Incentive Plan for Outside Directors Restricted Stock Unit Agreement. The Company had previously filed a Form of Trex Company, Inc. Amended and Restated 1999 Incentive Plan for Outside Directors Restricted Stock Unit Agreement (the Old Form for Outside Director RSU Grants). On July 26, 2023, the Company approved a new Form of Trex Company, Inc. Amended and Restated 1999 Incentive Plan for Outside Directors Restricted Stock Unit Agreement (the New Form for Outside Director RSU Grants). The New Form for Outside Director RSU Grants is the same as the Old Form for Outside Director RSU Grants except that all reference to the 2014 Stock Incentive Plan have been replaced with references to the 2023 Stock Incentive Plan and the Shareholder Rights Section has been aligned with the 2023 Stock Incentive Plan. The Old Form for Outside Director RSU Grants included shareholder rights in the event of dividends, but the New Form for Outside Director RSU Grants states there are no shareholder rights with respect to restricted stock units, which is aligned with the 2023 Stock Incentive Plan. The New Form for Outside Director RSU Grants is filed as Exhibit 10.6 to this Quarterly Report on Form 10-Q.
Amended and Restated Severance Agreement by and between Trex Company, Inc. and Bryan H. Fairbanks. The Company had previously filed an Amended and Restated Severance Agreement dated February 21, 2020 by and between Trex Company, Inc. and Bryan H. Fairbanks (the Old Severance Agreement). The Old Severance Agreement expires in August 2023. As a result the Company is entering into an Amended and Restated Severance Agreement dated July 31, 2023 by and between Trex Company, Inc. and Bryan H. Fairbanks (the New Severance Agreement) which is substantially the same as the Old Severance Agreement except that the New Severance Agreement (1) auto renews every three years for renewal terms of three years each, but has a one year notice of termination, (2) indicates that in the event of termination for cause there is no bonus payout if the bonus has not already been paid, and (3) clarifies language to indicate that in the event of termination for cause, the executive is entitled only to earned but unpaid salary. The New Severance Agreement is filed as Exhibit 10.7 to this Quarterly Report on Form 10-Q.
Form of Severance Agreement between Trex Company Inc. and Officers other than the Chief Executive Officer. The Company previously filed a Form of Severance Agreement between Trex Company, Inc. and Officers other than the Chief Executive Officer (the Old Form of Severance Agreement). On July 26, 2023, the Company approved a new Form of Severance Agreement between Trex Company, Inc. and Officers other than the Chief Executive Officer (the New Form of Severance Agreement). The Old Form of Severance Agreement expires in August 2023, so the New Form of Severance Agreements is being adopted. The New Form of Severance Agreement is substantially the same as the Old Form of Severance Agreement except that the New Form of Severance Agreement (1) auto renews every three years for renewal terms of three years each, but has a one year notice of termination, (2) indicates in the event of termination for cause there is no bonus payout if the bonus has not already been paid, (3) clarifies language to indicate that in the event of termination for cause executive is entitled only to earned but unpaid salary, and (4) removes references to “him” and “his” to make it gender neutral. The New Form of Severance Agreement is filed as Exhibit 10.8 to this Quarterly Report on Form 10-Q.
Item 6. | Exhibits |
See Exhibit Index at the end of the Quarterly Report on Form 10-Q for the information required by this Item which is incorporated by reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
TREX COMPANY, INC. | ||||||
Date: July 31, 2023 | By: | /s/ Bryan H. Fairbanks | ||||
Bryan H. Fairbanks | ||||||
President and Chief Executive Officer | ||||||
(Duly Authorized Officer and Principal Financial Officer) |
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EXHIBIT INDEX
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Incorporated by reference |
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Exhibit Number |
Description |
Form |
Exhibit |
Filing Date |
File No. |
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104.1 | Cover Page Interactive Data File—The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. |
* | Filed herewith. |
** | Management contract or compensatory plan or agreement. |
*** | Furnished herewith. |