SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-14649
Trex Company, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 54-1910453 | |||
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |||
| 160 Exeter Drive Winchester, Virginia |
22603-8605 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(540) 542-6300
Registrants telephone number, including area code:
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
The number of shares of the registrants common stock, par value $.01 per share, outstanding at April 28, 2004 was 14,719,517 shares.
TREX COMPANY, INC.
INDEX
| PART I. |
FINANCIAL INFORMATION |
|||
| Item 1. |
Financial Statements | |||
| Condensed Consolidated Balance Sheets as of December 31, 2003 and March 31, 2004 (unaudited) | 3 | |||
| Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2003 and 2004 (unaudited) | 4 | |||
| Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2004 (unaudited) | 5 | |||
| Notes to Condensed Consolidated Financial Statements (unaudited) | 6 | |||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations | 9 | ||
| Item 3. |
Quantitative and Qualitative Disclosures About Market Risk | 11 | ||
| Item 4. |
Controls and Procedures | 11 | ||
| PART II. |
OTHER INFORMATION |
|||
| Item 6. |
Exhibits and Reports on Form 8-K | 12 | ||
| 13 | ||||
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
TREX COMPANY, INC.
Condensed Consolidated Balance Sheets
(In thousands)
| December 31, 2003 |
March 31, 2004 |
|||||||
| (unaudited) | ||||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 8,151 | $ | 22,516 | ||||
| Trade accounts receivable, net |
5,829 | 31,869 | ||||||
| Inventories |
45,950 | 30,270 | ||||||
| Prepaid expenses and other assets |
1,899 | 1,334 | ||||||
| Deferred income taxes |
2,169 | 1,981 | ||||||
| Total current assets |
63,998 | 87,970 | ||||||
| Property, plant, and equipment, net |
138,062 | 136,702 | ||||||
| Goodwill |
6,837 | 6,837 | ||||||
| Other assets |
1,558 | 1,429 | ||||||
| Total assets |
$ | 210,455 | $ | 232,938 | ||||
| LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
| Current liabilities: |
||||||||
| Trade accounts payable |
$ | 5,734 | $ | 7,919 | ||||
| Accrued expenses |
7,563 | 13,697 | ||||||
| Income tax payable |
200 | 4,576 | ||||||
| Current portion of long-term debt |
886 | 905 | ||||||
| Total current liabilities |
14,383 | 27,097 | ||||||
| Deferred income taxes |
13,174 | 13,457 | ||||||
| Debt-related derivatives |
2,202 | 2,471 | ||||||
| Long-term debt, net of current portion |
53,490 | 53,254 | ||||||
| Total liabilities |
83,249 | 96,279 | ||||||
| Stockholders equity: |
||||||||
| Preferred stock, $0.01 par value, 3,000,000 shares authorized; none issued and outstanding |
| | ||||||
| Common stock, $0.01 par value, 40,000,000 shares authorized; 14,702,231 and 14,708,733 shares issued and outstanding at December 31, 2003 and March 31, 2004, respectively |
147 | 147 | ||||||
| Additional capital |
55,889 | 56,032 | ||||||
| Deferred compensation |
(1,829 | ) | (1,687 | ) | ||||
| Accumulated other comprehensive loss |
(1,387 | ) | (1,556 | ) | ||||
| Retained earnings |
74,386 | 83,723 | ||||||
| Total stockholders equity |
127,206 | 136,659 | ||||||
| Total liabilities and stockholders equity |
$ | 210,455 | $ | 232,938 | ||||
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED).
3
TREX COMPANY, INC.
Condensed Consolidated Statements of Operations
(unaudited)
(In thousands, except share and per share data)
| Three Months Ended March 31, |
||||||||
| 2003 |
2004 |
|||||||
| Net sales |
$ | 68,678 | $ | 76,257 | ||||
| Cost of sales |
38,920 | 46,274 | ||||||
| Gross profit |
29,758 | 29,983 | ||||||
| Selling, general and administrative expenses |
12,559 | 14,139 | ||||||
| Income from operations |
17,199 | 15,844 | ||||||
| Interest expense, net |
(913 | ) | (974 | ) | ||||
| Income before income taxes |
16,286 | 14,870 | ||||||
| Income taxes |
6,189 | 5,533 | ||||||
| Net income |
$ | 10,097 | $ | 9,337 | ||||
| Basic earnings per common share |
$ | 0.70 | $ | 0.64 | ||||
| Basic weighted average shares outstanding |
14,403,945 | 14,587,853 | ||||||
| Diluted earnings per common share |
$ | 0.69 | $ | 0.63 | ||||
| Diluted weighted average shares outstanding |
14,624,823 | 14,751,621 | ||||||
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED).
4
TREX COMPANY, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited)
(In thousands)
| Three Months Ended March 31, |
||||||||
| 2003 |
2004 |
|||||||
| OPERATING ACTIVITIES |
||||||||
| Net income |
$ | 10,097 | $ | 9,337 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Deferred income taxes |
746 | 571 | ||||||
| Equity method losses |
75 | 46 | ||||||
| Amortization of deferred compensation and financing costs |
226 | 225 | ||||||
| Depreciation |
3,043 | 3,324 | ||||||
| Loss on disposal of property, plant and equipment |
15 | 18 | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Trade accounts receivable |
(13,073 | ) | (26,040 | ) | ||||
| Inventories |
9,935 | 15,680 | ||||||
| Prepaid expenses and other assets |
(696 | ) | 503 | |||||
| Trade accounts payable |
3,031 | 2,185 | ||||||
| Accrued expenses |
(1,593 | ) | 6,134 | |||||
| Income tax payable |
5,067 | 4,805 | ||||||
| Net cash provided by operating activities |
16,873 | 16,788 | ||||||
| INVESTING ACTIVITIES |
||||||||
| Loan to Denplax, S.A. |
| (369 | ) | |||||
| Expenditures for property, plant and equipment |
(3,239 | ) | (1,982 | ) | ||||
| Net cash used in investing activities |
(3,239 | ) | (2,351 | ) | ||||
| FINANCING ACTIVITIES |
||||||||
| Principal payments under mortgages and term loans |
(202 | ) | (217 | ) | ||||
| Proceeds from employee stock purchase and option plans |
47 | 145 | ||||||
| Proceeds from exercise of warrant |
5,268 | | ||||||
| Net cash provided by (used in) financing activities |
5,113 | (72 | ) | |||||
| Net increase in cash and cash equivalents |
18,747 | 14,365 | ||||||
| Cash and cash equivalents at beginning of period |
14,893 | 8,151 | ||||||
| Cash and cash equivalents at end of period |
$ | 33,640 | $ | 22,516 | ||||
| Supplemental Disclosure: |
||||||||
| Cash paid for interest |
$ | 417 | $ | 292 | ||||
| Cash paid for income taxes |
$ | 376 | $ | 161 | ||||
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED).
5
TREX COMPANY, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. BUSINESS AND ORGANIZATION
Trex Company, Inc., a Delaware corporation (together with its subsidiaries, the Company), was incorporated in 1998. The Company manufactures and distributes wood/plastic composite products primarily for residential and commercial decking applications. Trex Wood-Polymer® lumber (Trex) is manufactured in a proprietary process that combines waste wood fibers and polyethylene. The Company operates in one business segment.
2. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the accompanying condensed consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal and recurring adjustments) considered necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements. The consolidated results of operations for the three-month period ended March 31, 2004 are not necessarily indicative of the results that may be expected for the full fiscal year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of December 31, 2002 and 2003 and for each of the three years in the period ended December 31, 2003 included in the annual report of Trex Company, Inc. on Form 10-K, as filed with the Securities and Exchange Commission.
Reclassifications
Certain prior year amounts have been reclassified to conform to the 2004 presentation.
3. INVENTORY
Inventories (at LIFO value) consist of the following (in thousands):
| December 31, 2003 |
March 31, 2004 | |||||
| Finished goods |
$ | 36,227 | $ | 20,378 | ||
| Raw materials |
9,723 | 9,892 | ||||
| $ | 45,950 | $ | 30,270 | |||
An actual valuation of inventory under the LIFO (last-in, first-out) method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on managements estimates of expected year-end inventory levels and costs. Since inventory levels and costs are subject to factors beyond managements control, interim results are subject to the final year-end LIFO inventory valuation.
4. ACCRUED EXPENSES
Accrued expenses consist of the following (in thousands):
| December, 31, 2003 |
March 31, 2004 | |||||
| Accrued sales and marketing costs |
$ | 1,732 | $ | 6,981 | ||
| Accrued compensation and benefits |
3,131 | 2,619 | ||||
| Accrued interest |
156 | 1,024 | ||||
| Deferred rent |
383 | 399 | ||||
| Other |
2,161 | 2,674 | ||||
| Accrued expenses |
$ | 7,563 | $ | 13,697 | ||
6
5. DEBT
The Companys outstanding debt consists of senior secured notes and real estate loans. The Company also has a revolving credit facility that provides for borrowing up to $20.0 million. Amounts drawn under the Companys revolving credit facility are subject to a borrowing base consisting of accounts receivable and finished goods inventories. As of March 31, 2004, no borrowings were outstanding under the revolving credit facility and the borrowing base totaled approximately $42.2 million.
The revolving credit facility, real estate loans and the senior secured notes contain negative and financial covenants. As of March 31, 2004, the Company was in compliance with these covenants.
The Company uses interest-rate swap contracts to manage its exposure to fluctuations in the interest rates under its real estate loans. At March 31, 2004, the Company had effectively capped its interest rate exposure at an annual rate of approximately 8.4% on all of its $14.2 million principal amount of floating-rate real estate loans.
6. STOCKHOLDERS EQUITY
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except share and per share data):
| Three Months Ended March 31, | ||||||
| 2003 |
2004 | |||||
| Numerator: |
||||||
| Net income available to common shareholders |
$ | 10,097 | $ | 9,337 | ||
| Denominator: |
||||||
| Basic weighted average shares outstanding |
14,403,945 | 14,587,853 | ||||
| Impact of potential common shares: |
||||||
| Options |
95,695 | 90,331 | ||||
| Warrants |
72,309 | | ||||
| Restricted stock |
52,874 | 73,437 | ||||
| Diluted weighted average shares outstanding |
14,624,823 | 14,751,621 | ||||
| Basic earnings per share |
$ | 0.70 | $ | 0.64 | ||
| Diluted earnings per share |
$ | 0.69 | $ | 0.63 | ||
7. STOCK-BASED COMPENSATION
The Company accounts for its stock-based compensation in accordance with APB No. 25 and its related interpretations. No stock-based compensation cost related to stock option grants has been reflected in net income, as all options granted under the Companys 1999 Stock Option and Incentive Plan had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123.
| Three Months Ended | ||||||
| 2003 |
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