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, 2005
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) | |
Registrants telephone number, including area code: (540) 542-6300
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 26, 2005 was 14,886,925 shares.
INDEX
2
Condensed Consolidated Balance Sheets
(In thousands)
| December 31, 2004 |
March 31, 2005 |
|||||||
| (unaudited) | ||||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 23,925 | $ | 362 | ||||
| Restricted cash |
20,959 | 9,299 | ||||||
| Accounts receivable, net |
21,964 | 68,825 | ||||||
| Inventories |
44,357 | 38,806 | ||||||
| Prepaid expenses and other assets |
4,659 | 5,362 | ||||||
| Deferred income taxes |
2,975 | 2,052 | ||||||
| Total current assets |
118,839 | 124,706 | ||||||
| Property, plant, and equipment, net |
158,389 | 170,462 | ||||||
| Goodwill |
6,837 | 6,837 | ||||||
| Debt-related derivatives |
| 186 | ||||||
| Other assets |
2,986 | 3,045 | ||||||
| Total assets |
$ | 287,051 | $ | 305,236 | ||||
| LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 16,392 | $ | 22,016 | ||||
| Accrued expenses |
14,904 | 13,050 | ||||||
| Income taxes payable |
200 | 2,966 | ||||||
| Line of credit |
| 2,713 | ||||||
| Current portion of long-term debt |
8,932 | 8,973 | ||||||
| Total current liabilities |
40,428 | 49,718 | ||||||
| Deferred income taxes |
15,808 | 16,231 | ||||||
| Debt-related derivatives |
1,736 | 1,354 | ||||||
| Long-term debt, net of current portion |
69,565 | 69,285 | ||||||
| Total liabilities |
127,537 | 136,588 | ||||||
| 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; 14,843,820 and 14,864,446 shares issued and outstanding at December 31, 2004 and March 31, 2005, respectively |
148 | 149 | ||||||
| Additional capital |
60,182 | 61,258 | ||||||
| Deferred compensation |
(1,259 | ) | (1,967 | ) | ||||
| Accumulated other comprehensive loss |
(1,098 | ) | (737 | ) | ||||
| Retained earnings |
101,541 | 109,945 | ||||||
| Total stockholders equity |
159,514 | 168,648 | ||||||
| Total liabilities and stockholders equity |
$ | 287,051 | $ | 305,236 | ||||
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED).
3
Condensed Consolidated Statements of Operations
(unaudited)
(In thousands, except share and per share data)
| Three Months Ended March 31, |
||||||||
| 2004 |
2005 |
|||||||
| Net sales |
$ | 76,257 | $ | 89,904 | ||||
| Cost of sales |
46,274 | 56,568 | ||||||
| Gross profit |
29,983 | 33,336 | ||||||
| Selling, general and administrative expenses |
14,139 | 19,416 | ||||||
| Income from operations |
15,844 | 13,920 | ||||||
| Interest expense, net |
(974 | ) | (756 | ) | ||||
| Income before income taxes |
14,870 | 13,164 | ||||||
| Income taxes |
5,533 | 4,760 | ||||||
| Net income |
$ | 9,337 | $ | 8,404 | ||||
| Basic earnings per common share |
$ | 0.64 | $ | 0.57 | ||||
| Basic weighted average shares outstanding |
14,587,853 | 14,731,889 | ||||||
| Diluted earnings per common share |
$ | 0.63 | $ | 0.56 | ||||
| Diluted weighted average shares outstanding |
14,751,621 | 14,921,705 | ||||||
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED).
4
Condensed Consolidated Statements of Cash Flows
(unaudited)
(In thousands)
| Three Months Ended March 31, |
||||||||
| 2004 |
2005 |
|||||||
| OPERATING ACTIVITIES |
||||||||
| Net income |
$ | 9,337 | $ | 8,404 | ||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
||||||||
| Deferred income taxes |
571 | 1,560 | ||||||
| Equity method losses |
46 | 139 | ||||||
| Amortization of deferred compensation and financing costs |
225 | 274 | ||||||
| Depreciation |
3,324 | 3,496 | ||||||
| Loss on disposal of property, plant and equipment |
18 | 16 | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
(26,040 | ) | (46,861 | ) | ||||
| Inventories |
15,680 | 5,551 | ||||||
| Prepaid expenses and other assets |
503 | (703 | ) | |||||
| Accounts payable |
2,185 | 5,624 | ||||||
| Accrued expenses |
6,134 | (1,854 | ) | |||||
| Income taxes payable |
4,805 | 2,766 | ||||||
| Net cash provided by (used in) operating activities |
16,788 | (21,588 | ) | |||||
| INVESTING ACTIVITIES |
||||||||
| Loan to Denplax, S.A. |
(369 | ) | (305 | ) | ||||
| Restricted Cash |
| 11,660 | ||||||
| Expenditures for property, plant and equipment |
(1,982 | ) | (15,585 | ) | ||||
| Net cash used in investing activities |
(2,351 | ) | (4,230 | ) | ||||
| FINANCING ACTIVITIES |
||||||||
| Principal payments under mortgages and term loans |
(217 | ) | (239 | ) | ||||
| Proceeds from employee stock purchase and option plans |
145 | 524 | ||||||
| Purchase of common stock |
| (743 | ) | |||||
| Net borrowings under line of credit |
| 2,713 | ||||||
| Net cash provided by (used in) financing activities |
(72 | ) | 2,255 | |||||
| Net increase (decrease) in cash and cash equivalents |
14,365 | (23,563 | ) | |||||
| Cash and cash equivalents at beginning of period |
8,151 | 23,925 | ||||||
| Cash and cash equivalents at end of period |
$ | 22,516 | $ | 362 | ||||
| Supplemental Disclosure: |
||||||||
| Cash paid for interest |
$ | 292 | $ | 272 | ||||
| Cash paid for income taxes |
$ | 161 | $ | 176 | ||||
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED).
5
Notes to Condensed Consolidated Financial Statements
For the Three Months Ended March 31, 2004 and 2005
(unaudited)
1. BUSINESS AND ORGANIZATION
Trex Company, Inc. (together with its subsidiaries, the Company), a Delaware corporation, was incorporated on September 4, 1998. The Company manufactures and distributes wood/plastic composite products primarily for residential and commercial decking and railing applications. Trex Wood-Polymer® lumber (Trex) is manufactured in a proprietary process that combines waste wood fibers and reclaimed polyethylene (PE material). 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, 2005 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, 2003 and 2004 and for each of the three years in the period ended December 31, 2004 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 2005 presentation.
3. INVENTORY
Inventories (at LIFO value) consist of the following (in thousands):
| December 31, 2004 |
March 31, 2005 | |||||
| Finished goods |
$ | 32,564 | $ | 24,143 | ||
| Raw materials |
11,793 | 14,663 | ||||
| $ | 44,357 | $ | 38,806 | |||
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, 2004 |
March 31, 2005 | |||||
| Accrued sales and marketing costs |
$ | 3,442 | $ | 2,860 | ||
| Accrued compensation and benefits |
5,404 | 4,597 | ||||
| Professional fees and legal costs |
1,954 | 243 | ||||
| Accrued interest |
191 | 1,093 | ||||
| Deferred rent |
439 | 451 | ||||
| Other |
3,474 | 3,806 | ||||
| Accrued expenses |
$ | 14,904 | $ | 13,050 | ||
6
5. DEBT
The Companys outstanding debt consists of senior notes, a variable rate promissory note, real estate loans and revolving credit facility. The revolving credit facility provides for borrowing up to $20.0 million. Amounts drawn under the revolving credit facility are subject to a borrowing base consisting of accounts receivable and finished goods inventories. As of March 31, 2005, $2.7 million was outstanding under the revolving credit facility.
The revolving credit facility, real estate loans, senior notes and bond loan documents contain negative and financial covenants. As of March 31, 2005, 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 and variable rate promissory note. At March 31, 2005, the Company had capped its interest rate exposure at an annual effective rate of approximately 8.1% on all of its $13.3 million principal amount of floating-rate real estate loans and capped its interest rate exposure at an annual effective rate of approximately 3.1% for seven years on $10.0 million principal amount of its $25.0 million variable rate promissory note and at an annual effective rate of approximately 3.0% for five years on an additional $10.0 million principal amount of such note.
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, | ||||||
| 2004 |
2005 | |||||
| Numerator: |
||||||
| Net income available to common shareholders |
$ | 9,337 | $ | 8,404 | ||
| Denominator: |
||||||
| Basic weighted average shares outstanding |
14,587,853 | 14,731,889 | ||||
| Impact of potential common shares: |
||||||
| Options |
||||||