Trex Co Inc: Form 10-Q for the period ended Sep 30, 2024
Filed with the SEC on Oct 28, 2024 and accepted by EDGAR at Oct 28, 2024, 21:10 ET.
Management's discussion and analysis
As filed, 45,623 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
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, 2023 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, 2023 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 warranty claims, 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 current and 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 segment’s products, and a discussion of our operational highlights.
- Highlights and Financial Performance Quarter-to-Date and Year-to-Date – a summary of financial performance and highlights for the three months and nine months ended September 30, 2024, 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 nine months ended September 30, 2024 compared to the three months and nine months ended September 30, 2023, 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
Trex 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 decking is made in a proprietary process that combines reclaimed wood fibers and recycled polyethylene film, making Trex one of the largest recyclers of plastic film in North America. In addition to resisting fading and surface staining, Trex 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 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 products are sold to distributors and home centers for final resale primarily to the residential market.
Trex offers the following products:
| Decking and Accessories | Our principal decking products are Trex Signature®, Trex Transcend® Lineage™, Trex Transcend®, 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 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 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 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. The Trex Hideaway® Fastener Collection includes solutions for every composite deck fastening and finishing need, and includes color-matched screws and plugs and specially engineered bits, depth setters, and clips. The collection is designed to make installation easier and more efficient while delivering a clean, cohesive aesthetic, and is fully compatible with all Trex® decking products. 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 are designed to save time on the jobsite. |
| Railing | Our railing products are Trex Transcend Railing, Trex Select Railing, 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 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. |
16
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®, Trex® Protect®, Trex® RainEscape® Soffit Light, and Trex® Seal™ Ledger Flashing Tape | An above joist deck drainage system manufactured and sold by IBP, LLC. Trex Protect Joist, Beam and Rim tape is a self-adhesive butyl tape that protects wooden deck framing/substructure elements. Trex RainEscape Soffit Light is a plug-and-play LED Soffit light that is installed in the under-deck ceiling of a two-story deck. Trex Seal Ledger Flashing tape is butyl flashing tape with an aluminum liner. |
| Trex® Pergola™ | Pergolas made from low maintenance cellular PVC and all-aluminum product, manufactured by Home & Leisure, Inc. dba Structureworks Fabrication. |
| Trex® Lattice™ | 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 SS Industries dba Paragon Stairs. |
| Trex® Outdoor Kitchens™ | Outdoor kitchen cabinetry manufactured and sold by Danver Outdoor Kitchens. |
HIGHLIGHTS AND FINANCIAL PERFORMANCE
Highlights:
- Trex Launches National Drop Off Directory for Plastic Bag and Film Recycling. The directory is the only online searchable platform dedicated to connecting Americans with Trex recycling partners in their local community.
- Trex Adds Two New Enhance® Decking Hues with heat mitigating technology.
- Trex Launches New Trex Signature® X-Series™ Railing. Trex has expanded its popular Trex Signature® Railing line with the introduction of X-Series™ Cable Rail and X-Series™ Frameless Glass Rail.
- Trex Introduces New All In One Railing Post Kits for Trex Select® and Trex Enhance® railing.
Financial performance. The following table presents highlights of our financial performance for the quarter and year-to-date:
($ 000s omitted, except per share data)
| Three Months Ended September 30, 2024 | 2023 | $ Change | % Change | |
|---|---|---|---|---|
| Net sales | $233,717 | $303,836 | $(70,119) | (23.1)% |
| Gross profit | $93,205 | $130,895 | $(37,690) | (28.8)% |
| Net income | $40,553 | $65,266 | $(24,713) | (37.9)% |
| EBITDA* | $67,915 | $99,359 | $(31,444) | (31.6)% |
| Diluted earnings per share | $0.37 | $0.60 | $(0.23) | (38.3)% |
| Nine Months Ended September 30, | ||||
| 2024 | 2023 | $ Change | % Change | |
| ($ 000s omitted, except per share data) | ||||
| Net sales | $983,822 | $899,092 | $84,730 | 9.4% |
| Gross profit | $430,926 | $381,771 | $49,155 | 12.9% |
| Net income | $216,620 | $183,433 | $33,187 | 18.1% |
| EBITDA* | $331,436 | $285,271 | $46,165 | 16.2% |
| Diluted earnings per share | $1.99 | $1.69 | $0.30 | 17.8% |
*A reconciliation of Net Income (GAAP) to EBITDA (non-GAAP) is presented on pages 20 and 21 of this document under “Net Income and Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA).”
Capital expenditures. During the nine months ended September 30, 2024, our capital expenditures were $151.5 million primarily related to $108.1 million for the Arkansas manufacturing facility, $16.0 million in capacity expansion in our existing facilities and safety, environmental and general support, and $12.0 million in cost reduction initiatives.
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.
Net Sales. Net sales consist of sales, net of discounts. The level of net sales is principally affected by sales volume and the prices paid for Trex products. Trex 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 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 September 30, 2024 (2024 quarter) compared to the three months ended September 30, 2023 (2023 quarter), and for the nine months ended September 30, 2024 (2024 nine-month period) compared to the nine months ended September 30, 2023 (2023 nine-month period).
Three Months Ended September 30, 2024 Compared To The Three Months Ended September 30, 2023
Net Sales
(dollars in thousands)
| Three Months Ended September 30, 2024 | 2023 | $ Change | % Change | |
|---|---|---|---|---|
| Net sales | $233,717 | $303,836 | $(70,119) | (23.1)% |
Net sales decreased by $70.1 million, or 23.1%, in the 2024 quarter compared to the 2023 quarter. The decrease was driven by volume, predominantly in the entry level product category, as consumers reduce their discretionary spending during uncertain economic times and our channel partners normalize their inventories related to the consumer behaviors.
Gross Profit
(dollars in thousands)
| Three Months Ended September 30, 2024 | 2023 | $ Change | % Change | |
|---|---|---|---|---|
| Cost of sales | $140,512 | $172,941 | $(32,429) | (18.8)% |
| % of total net sales | 60.1% | 56.9% | ||
| Gross profit | $93,205 | $130,895 | $(37,690) | (28.8)% |
| Gross margin | 39.9% | 43.1% |
Gross profit as a percentage of net sales, gross margin, was 39.9% in the quarter compared to 43.1% in the 2023 quarter. The 2024 and 2023 quarters included benefits of $1.1 million and $3.8 million, respectively, from a reduction of the surface flaking warranty reserve. Excluding the surface flaking benefit, gross margin in the 2024 quarter was 39.4% compared to 41.8% in the 2023 quarter. The decrease was primarily the result of lower sales volume, offset partially by favorable impacts from our continuous improvement programs.
Selling, General and Administrative Expenses
(dollars in thousands)
| Three Months Ended September 30, 2024 | 2023 | $ Change | % Change | |
|---|---|---|---|---|
| Selling, general and administrative expenses | $38,901 | $44,532 | $(5,631) | (12.6)% |
| % of total net sales | 16.6% | 14.7% |
Selling, general and administrative expenses decreased $5.6 million in the 2024 quarter. The decrease primarily related to lower personnel costs and branding expenses resulting from timing of the spend, partially offset by increases in information technology expenditures and insurance costs.
Provision for Income Taxes
(dollars in thousands)
| Three Months Ended September 30, 2024 | 2023 | $ Change | % Change | |
|---|---|---|---|---|
| Provision for income taxes | $13,756 | $21,831 | $(8,075) | (37.0)% |
| Effective tax rate | 25.3% | 25.1% |
The effective tax rate for the 2024 quarter was comparable to the 2023 quarter and was 25.3% and 25.1%, respectively.
Net Income and Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)1 (dollars in thousands)
Reconciliation of net income (GAAP) to EBITDA (non-GAAP):
| Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | |
|---|---|---|
| Net Income | $40,553 | $65,266 |
| Interest income, net | (5) | (734) |
| Income tax expense | 13,756 | 21,831 |
| Depreciation and amortization | 13,611 | 12,996 |
| EBITDA | $67,915 | $99,359 |
(dollars in thousands)
| Three Months Ended September 30, 2024 | 2023 | $ Change | % Change | |
|---|---|---|---|---|
| EBITDA | $67,915 | $99,359 | $(31,444) | (31.6)% |
EBITDA decreased 31.6% to $67.9 million for the 2024 quarter compared to $99.4 million for the 2023 quarter. The decrease in EBITDA was driven primarily by lower net sales and gross profit.
Nine Months Ended September 30, 2024 Compared To The Nine Months Ended September 30, 2023
Net Sales
(dollars in thousands)
| Nine Months Ended September 30, 2024 | 2023 | $ Change | % Change | |
|---|---|---|---|---|
| Net sales | $983,822 | $899,092 | $84,730 | 9.4% |
Total net sales increased by $84.7 million, or 9.4%, in the 2024 nine-month period compared to the 2023 nine-month period. The increase was substantially all due to an increase in volume, driven primarily by changes to our early-buy program running January to March, rather than our historical December to March time frame. We estimate this change accounted for approximately $75 million, or 8.3%, of the growth in the 2024 nine month period.
1EBITDA 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.
Gross Profit
(dollars in thousands)
| Nine Months Ended September 30, 2024 | 2023 | $ Change | % Change | |
|---|---|---|---|---|
| Cost of sales | $552,896 | $517,321 | $35,575 | 6.9% |
| % of total net sales | 56.2% | 57.5% | ||
| Gross profit | $430,926 | $381,771 | $49,155 | 12.9% |
| Gross margin | 43.8% | 42.5% |
Gross profit as a percentage of net sales, gross margin, was 43.8% in the 2024 nine-month period compared to 42.5% in the 2023 nine-month period. The increase in gross margin was primarily the result of higher absorption due to increased production levels and favorable impacts from our continuous improvement programs, offset partially by higher labor costs, utilities, and depreciation.
Selling, General and Administrative Expenses
(dollars in thousands)
| Nine Months Ended September 30, 2024 | 2023 | $ Change | % Change | |
|---|---|---|---|---|
| Selling, general and administrative expenses | $140,708 | $133,694 | $7,014 | 5.2% |
| % of total net sales | 14.3% | 14.9% |
Selling, general and administrative expenses increased $7.0 million in the 2024 nine-month period. The increase primarily related to increases of $2.5 million in branding, $2.4 million in personnel related expenses, $1.2 million in disposal of manufacturing equipment, and $0.9 million of depreciation.
Provision for Income Taxes
(dollars in thousands)
| Nine Months Ended September 30, 2024 | 2023 | $ Change | % Change | |
|---|---|---|---|---|
| Provision for income taxes | $73,609 | $62,089 | $11,520 | 18.6% |
| Effective tax rate | 25.4% | 25.3% |
The effective tax rate for the 2024 nine-month period and the 2023 nine month period was 25.4% and 25.3% respectively.
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):
| Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | |
|---|---|---|
| Net Income | $216,620 | $183,433 |
| Interest income (expense), net | (11) | 2,555 |
| Income tax expense | 73,609 | 62,089 |
| Depreciation and amortization | 41,218 | 37,194 |
| EBITDA | $331,436 | $285,271 |
2EBITDA 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.
(dollars in thousands)
| Nine Months Ended September 30, 2024 | 2023 | $ Change | % Change | |
|---|---|---|---|---|
| EBITDA | $331,436 | $285,271 | $46,165 | 16.2% |
Total EBITDA increased 16.2% to $331.4 million for the 2024 nine-month period compared to $285.3 million for the 2023 nine-month period. The increase in EBITDA was driven primarily by higher 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 September 30, 2024, we had $12.8 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):
| Nine Months Ended September 30, 2024 | 2023 | |
|---|---|---|
| Net cash provided by operating activities | $152,402 | $288,225 |
| Net cash used in investing activities | (151,375) | (112,920) |
| Net cash provided by (used in) financing activities | 9,852 | (182,986) |
| Net increase (decrease) in cash and cash equivalents | $10,879 | $(7,681) |
Operating Activities
Cash provided by operations was $152.4 million during the 2024 nine-month period compared to cash provided by operations of $288.2 million during the 2023 nine-month period. The $135.8 million decrease in cash provided by operating activities was primarily related to an increase in inventories, as a result of increased production in the 2024 nine-month period compared to the 2023 nine-month period.
Investing Activities
Capital expenditures in the 2024 nine-month period were $151.5 million primarily related to $108.1 million for the Arkansas manufacturing facility, $16.0 million in capacity expansion in our existing facilities and safety, environmental and general support, and $12.0 million in cost reduction initiatives.
Financing Activities
Net cash provided by financing activities in the 2024 nine-month period consisted primarily of net borrowings under our line of credit.
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). As of March 31, 2023, the Company had 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 of up to 10.8 million shares of its outstanding common stock, and terminated the existing Stock Repurchase Program. This repurchase program has no set expiration date. During the nine months ended September 30, 2024, the Company repurchased 822,400 shares of its common stock under the 2023 Stock Repurchase Program.
Revolving Credit Facility
Indebtedness prior to October 10, 2024. On May 18, 2022, the Company entered into a Credit Agreement (Credit Agreement) with certain lending parties thereto (Lenders) 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.
On December 22, 2022, the Company entered into a First Amendment to the Credit Agreement (First Amendment). 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 Bank, N.A. would serve as Syndication Agent.
In conjunction with the First Amendment, on 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 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.
Base Rate Loans (as defined in the Credit Agreement) under the Revolving A Loan 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.
With respect to Revolving B Loans (as defined in the First Amendment), 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%.
Under the terms of the Security and Pledge Agreement, the Company, 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 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 October 10, 2024. On October 10, 2024, Trex entered into a Second Amendment to the Credit Agreement (Second Amendment) with certain lending parties thereto (Lenders) to amend that Credit Agreement dated as of May 18, 2022, as amended by that certain First Amendment dated as of December 22, 2022.
The Second Amendment provides us with Revolving A Loans in the maximum principal amount of $400,000,000 (Revolving A Loans), Revolving B Loans in the maximum principal amount of $150,000,000 (Revolving B Loans), and Letters of Credit and Swing Line Loans (as defined in the Credit Agreement). The Second Amendment extends the maturity date of the Revolving B Loans from December 22, 2024 to December 22, 2026.
Base Rate Loans (as defined in the Credit Agreement) under the Revolving A Loan 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 (as defined in the Credit Agreement).
With respect to Revolving B Loans (as defined in the Credit Agreement), 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 0.20% and 1.15%. and the applicable rate for Revolving B Loans that are Term SOFR/Term SOFR Daily Floating Rate range between 1.20% and 2.15%.
At September 30, 2024, we had $70 million in outstanding borrowings under the revolving credit facility and borrowing capacity under the facility of $480 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 September 30, 2024. 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.
Capital Requirements. In October 2021, we announced plans to add a third U.S.-based Trex 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 outdoor living products. The development approach for the new campus will be modular and calibrated to demand trends for Trex outdoor living products. Construction began on the new facility in 2022. The Company anticipates spending approximately $550 million on the facility, of which approximately $340 million has already been disbursed. 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 2024 is $210 million to $230 million. In addition to the construction of the Arkansas facility, our capital allocation priorities for 2024 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 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 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 maintain a warranty reserve for the settlement of our product warranty claims. We accrue for the estimated cost of product warranty claims at the time revenue is recognized based on such factors as historical claims experience and estimated future claims. We review and adjust these estimates, if necessary, based on the differences between actual experience and historical estimates. Additionally, we accrue for warranty costs associated with occasional or unanticipated product quality issues if a loss is probable and can be reasonably estimated.
We continue to receive and settle claims for products manufactured at our Nevada facility prior to 2007 that exhibit surface flaking and maintain a warranty reserve to provide for the settlement of these claims. Estimating the warranty reserve for surface flaking claims requires management to estimate (1) the number of claims to be settled with payment and (2) the average cost to settle each claim.
To estimate the number of surface flaking claims to be settled with payment, we utilize actuarial techniques to quantify both the expected number of claims to be received and the percentage of those claims that will ultimately require payment (collectively, elements). Estimates for these elements are quantified using a range of assumptions derived from claim count history and the identification of factors influencing the claim counts. The cost per claim varies due to a number of factors, including the size of affected decks, the availability and type of replacement material used, the cost of production of replacement material and the method of claim settlement.
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 year are received during the summer outdoor season, which spans the second and third quarters. It has been our practice to utilize the actuarial techniques discussed above 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.
The number of incoming claims received in the nine months ended September 30, 2024, was lower than the number of claims received in the nine months ended September 30, 2023, but higher than the Company’s expectations for 2024. Average cost per claim experienced in the nine months ended September 30, 2024, was lower than that experienced in the nine months ended September 30, 2023 and significantly lower than the Company’s expectations for 2024. After evaluating trends in incoming claims and closures in its actuarial analysis and combining these factors with future cost estimates, the Company recorded a reduction of $1.1 million to its warranty reserve for the future settlement of Surface Flaking claims. The Company believes the reserve at September 30, 2024 is sufficient to cover future surface flaking obligations.
Our analysis is based on currently known facts and a number of assumptions, as discussed above, and current expectations. 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. We estimate that the annual number of claims received will continue to decline over time and that the average cost per claim will increase slightly, primarily due to inflation. 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 $0.7 million change in the surface flaking warranty reserve.
The following table details surface flaking claims activity related to our warranty:
| Nine Months Ended September 30, 2024 | 2023 | |
|---|---|---|
| Claims open, beginning of period | 1,695 | 1,729 |
| Claims received (1) | 385 | 451 |
| Claims resolved (2) | (358) | (453) |
| Claims open, end of period | 1,722 | 1,727 |
| Average cost per claim (3) | $3,523 | $3,977 |
(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 have historically varied from quarter to quarter. Seasonal, erratic or prolonged adverse weather conditions in certain geographic regions may 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 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.
Market risk
As filed, 349 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
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, 2023. There were no material changes to the Company’s market risk exposure during the nine months ended September 30, 2024.
Controls and procedures
As filed, 881 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
The Company’s management, with the participation of its President and Chief Executive Officer, who is the Company’s principal executive officer, and its Senior Vice President and Chief Financial Officer, who is the Company’s principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2024. Based on this evaluation, the President and Chief Executive Officer and the Senior Vice President and 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 nine-month period ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II
OTHER INFORMATION
Figures reported in this filing
Standardized line items from the XBRL in this filing, for the period ended 2024-09-30. Comparative periods it repeats are left out.
| Line item | Period | Value | XBRL concept |
|---|---|---|---|
| Revenue | 3 months2024-07-01 to 2024-09-30 | $233.7m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months2024-01-01 to 2024-09-30 | $983.8m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months2024-07-01 to 2024-09-30 | $140.5m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 9 months2024-01-01 to 2024-09-30 | $552.9m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months2024-07-01 to 2024-09-30 | $93.2m | us-gaap:GrossProfit |
| Gross profit | 9 months2024-01-01 to 2024-09-30 | $430.9m | us-gaap:GrossProfit |
| Selling, general and administrative | 3 months2024-07-01 to 2024-09-30 | $38.9m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 9 months2024-01-01 to 2024-09-30 | $140.7m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months2024-07-01 to 2024-09-30 | $54.3m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months2024-01-01 to 2024-09-30 | $290.2m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months2024-07-01 to 2024-09-30 | $13.8m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months2024-01-01 to 2024-09-30 | $73.6m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months2024-07-01 to 2024-09-30 | $40.6m | us-gaap:NetIncomeLoss |
| Net income | 9 months2024-01-01 to 2024-09-30 | $216.6m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months2024-07-01 to 2024-09-30 | $0.37 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months2024-01-01 to 2024-09-30 | $1.99 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months2024-07-01 to 2024-09-30 | $0.37 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months2024-01-01 to 2024-09-30 | $2.00 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months2024-07-01 to 2024-09-30 | 108,379,416 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months2024-01-01 to 2024-09-30 | 108,659,118 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months2024-01-01 to 2024-09-30 | $152.4m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months2024-01-01 to 2024-09-30 | $151.5m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Share repurchases | 9 months2024-01-01 to 2024-09-30 | $55.7m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | At period end2024-09-30 | $12.8m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | At period end2024-09-30 | $352.7m | us-gaap:AssetsCurrent |
| Total assets | At period end2024-09-30 | $1.27bn | us-gaap:Assets |
| Current liabilities | At period end2024-09-30 | $251.2m | us-gaap:LiabilitiesCurrent |
| Total liabilities | At period end2024-09-30 | $379.3m | us-gaap:Liabilities |
| Shareholders' equity | At period end2024-09-30 | $887.9m | us-gaap:StockholdersEquity |
Source: SEC EDGAR, the filing index for accession 0000950170-24-117783. Last ingested by Listed: Oct 24, 2026, 15:03 ET. Listed shows no prices and gives no investment advice.