Trex Company 10-Q 2005
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
For the quarterly period ended March 31, 2005
For the transition period from to
Commission File Number: 001-14649
Trex Company, Inc.
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (540) 542-6300
(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.
TREX COMPANY, INC.
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED).
Condensed Consolidated Statements of Operations
(In thousands, except share and per share data)
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED).
Condensed Consolidated Statements of Cash Flows
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED).
Notes to Condensed Consolidated Financial Statements
For the Three Months Ended March 31, 2004 and 2005
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.
Certain prior year amounts have been reclassified to conform to the 2005 presentation.
Inventories (at LIFO value) consist of the following (in thousands):
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):
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):
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.
In accordance with SFAS No. 123, the fair value was estimated at the grant date using a Black-Scholes option pricing model with the following weighted-average assumptions: risk-free interest rates of 3-4%; no dividends; expected life of the options of approximately five years; and volatility of 35-81%.
On March 9, 2005, the Company issued 18,948 shares of restricted common stock to certain employees under the Companys 1999 Stock Option and Incentive Plan. The shares vest in equal installments on the first, second and third anniversaries of the date of grant. The Company recorded $0.9 million of deferred compensation equity relating to the issuance of the restricted stock. The deferred compensation will be amortized on a straight-line basis over the three-year vesting term. In the three months ended March 31, 2005, the Company recorded compensation expense of $24,000.
On March 9, 2005, the Company granted 53,987 performance share awards to certain employees under the Companys 1999 Stock Option and Incentive Plan. Payment of the performance share awards will be made in the form of unrestricted common stock on the third anniversary of the date of grant if certain performance targets are met. The Company will record compensation expense relating to the performance share awards when and if the achievement of performance targets become probable. In the three months ended March 31, 2005, the Company recorded no compensation expense.
The Companys net sales and income from operations have historically varied from quarter to quarter. Such variations are principally attributable to seasonal trends in the demand for Trex®. The Company has historically experienced lower net sales during the fourth quarter because holidays and adverse weather conditions in certain regions reduce the level of home improvement and new construction activity. Net sales during the three months ended March 31, 2003 and 2004 accounted for approximately 36% and 30% of annual net sales in 2003 and 2004, respectively.
9. NEW ACCOUNTING STANDARDS
In December 2004, the Financial Accounting Standards Board (FASB) issued Statement 123 (Revised 2004), Share-Based Payment (SFAS 123(R)). SFAS 123(R) requires that the cost resulting from all share-based payment transactions be recognized in the financial statements over the period during which an employee is required to provide service in exchange for the award. SFAS 123(R) establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value based method in accounting for share-based transactions with employees. SFAS 123(R) was originally scheduled to be effective as of the beginning of the first interim reporting period that begins after June 15, 2005. On April 14, 2005, the effective date was amended. As a result, FAS 123(R) is now effective for most public companies for annual (rather than interim) periods that begin after June 15, 2005. The Company has not yet determined the option-pricing model it will use to calculate the fair value of its options, and the Company is currently evaluating which method of adoption it will use. Note 7 to the accompanying consolidated financial statements illustrates the effects on net income and earnings per share if the Company had adopted SFAS No. 123, using the Black-Scholes option-pricing model. The impact of the adoption of SFAS No. 123R cannot be predicted at this time, because such impact will depend on levels of share-based payments granted in the future. However, if the Company had adopted SFAS No. 123(R) in prior periods, the impact of that standard would have approximated the impact of SFAS No. 123(R) as described in the disclosure of pro forma income and earnings per share.
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
This Managements Discussion and Analysis of Financial Condition and Results of Operations 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. We intend our forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in these sections. 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 or intend. 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 Business-Risk Factors in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2005.
General. Management considers growth in net sales, gross margin, selling, general and administrative expenses, and net income as key indicators of our operating performance. Growth in net sales reflects consumer acceptance of composite decking, the demand for Trex over competing products, the success of our branding strategy, the effectiveness of our distributors, and the strength of our dealer network and contractor franchise. Management emphasizes gross margin as a key measure of performance because it reflects the Companys ability to price its products accurately and to effectively manage its manufacturing unit costs. Managing selling, general and administrative expenses is important to support profitable growth. The Companys investment in research and development activities, which is included in selling, general and administrative expenses, enables it to enhance manufacturing operations, develop new products and analyze new technologies. Management considers net income to be a measure of the Companys overall financial performance.
In the last two years, the Company has expanded its product offerings by introducing the Trex Accents and Trex Brasilia decking product lines and the new Trex Designer Series Railing product. Sales of the Trex Accents product, which was launched in the fourth quarter of 2003, accounted for approximately 45% of total gross sales in the first quarter of 2005. Sales of the Trex Brasilia product, which was introduced in the fourth quarter of 2004, accounted for approximately 10% of total gross sales in the first quarter of 2005. The Company expects that the demand for the Trex Brasilia product will grow as this product becomes generally available through the Companys distribution channels.
In the first quarter of 2005, higher manufacturing unit costs contributed to a reduction in gross profit as a percentage of sales. Manufacturing unit costs increased because of higher raw materials costs and lower utilization rates. Managing raw materials costs and manufacturing performance is one of the Companys principal operating objectives. In the first quarter of 2005, the Company purchased a higher level of reclaimed polyethylene, or PE material, at higher prices compared to the first quarter of 2004, and operating inefficiencies related to the Companys production of new products negatively affected manufacturing unit costs. The Company expects that new PE material sourcing and purchasing initiatives will be necessary for it to effectively manage its costs of PE material in future periods. The Company continues to focus on product quality initiatives to enhance the appearance of the entire product line. These initiatives, which focus on board dimension and color consistency, also have negatively affected manufacturing performance and utilization rates. The resulting reduction in production rates has contributed to higher manufacturing unit costs by reducing the absorption of fixed manufacturing costs.
The Company continued to support its branding efforts through advertising campaigns in print publications and on television. Branding expenditures in the first quarter of 2005 increased $1.6 million over the first quarter of 2004. These expenditures supported a new, more extensive advertising campaign which the Company commenced in the first quarter of 2005.
Net Sales. Net sales consists of sales and freight, net of returns and discounts. The level of net sales is principally affected by sales volume and the prices paid for Trex. The Companys branding and product differentiation strategy enables the Company to command premium prices over wood and to maintain price stability for Trex. To ensure adequate availability of product to meet anticipated seasonal consumer demand, the Company historically has provided its distributors and dealers incentives to build inventory levels prior to the start of the deck building season. These incentives include prompt payment discounts or extended payment terms to customers.
Gross Profit. Gross profit indicates the difference between net sales and cost of sales. Cost of sales consists of raw materials costs, direct labor costs, manufacturing costs and freight. Raw materials costs generally include the costs to purchase and transport waste wood fiber, PE material and pigmentation for coloring Trex products. 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 components of selling, general and administrative expenses are branding and other sales and marketing costs, which have increased significantly as the Company has sought to build brand awareness of Trex in the decking and railing market. Sales and marketing costs consist primarily of salaries, commissions and benefits paid to sales and
marketing personnel, advertising expenses and other promotional costs. General and administrative expenses include salaries and benefits of personnel engaged in research and development, procurement, accounting and other business functions, office occupancy costs attributable to these functions, and professional fees. As a percentage of net sales, selling, general and administrative expenses have varied from quarter to quarter due, in part, to the seasonality of the Companys business.
Three Months Ended March 31, 2005 Compared With Three Months Ended March 31, 2004
Net Sales. Net sales in the quarter ended March 31, 2005 increased 17.9% to $89.9 million from $76.3 million in the quarter ended March 31, 2004. The increase in net sales was primarily attributable to an increase in revenue per product unit and, to a lesser extent, an increase in volume. The increase in revenue per product unit resulted from increased sales of the higher unit priced Trex Accents and Trex Brasilia products and from a price increase effective May 2004 of 5% on decking products and 9% on railing products.
Gross Profit. Gross profit increased 11.2% to $33.3 million in the 2005 quarter from $30.0 million in the 2004 quarter. The increase was primarily attributable to the higher net sales volume and increased sales of higher unit priced products. The effect of these factors was offset in part by higher unit manufacturing costs, which resulted from the increased cost of raw materials, primarily PE material. Gross profit was also adversely affected by a decrease in production rates due to new product and product quality initiatives and the associated decrease in absorption of fixed manufacturing expenses. Gross profit as a percentage of net sales decreased to 37.1% in 2005 from 39.3% in 2004.
Selling, General and Administrative Expenses. Selling, general and administrative expenses increased 37.3% to $19.4 million in the 2005 quarter from $14.1 million in the 2004 quarter. The higher selling, general and administrative expenses resulted principally from increases of $1.6 million in branding expenses, $1.2 million in compensation and benefits, $0.5 million in research and development expenses and $0.4 million in information technology consulting costs. As a percentage of net sales, selling, general and administrative expenses increased to 21.6% in the 2005 quarter from 18.5% in the 2004 quarter. Selling, general and administrative expenses for the full year 2005 are expected to be in the range of 21% to 23% of net sales.
Interest Expense. Net interest expense decreased to $0.8 million in the 2005 quarter from $0.9 million in the 2004 quarter. The decrease in net interest expense resulted from an increase in interest capitalized on construction in process and an increase in interest income on the Companys cash balances. The effects of these factors were partially offset by an increase in interest expense resulting from higher average debt balances in the 2005 quarter. The Company capitalized $0.6 million and $0.2 million of interest on construction in process in the 2005 and 2004 quarters, respectively.
Provision for Income Taxes. The Company recorded a provision for income taxes of $4.8 million in the 2005 quarter compared to a provision of $5.5 million in the 2004 quarter. The provisions reflected an effective tax rate of approximately 36% in the 2005 quarter and approximately 37% in the 2004 quarter. The decrease in the effective rate was due to an expected benefit from the American Jobs Creation Act of 2004.
Liquidity and Capital Resources
The Company finances its operations and growth primarily with cash flow from operations, borrowings under its credit facility and other loans, operating leases and normal trade credit terms.
Sources and Uses of Cash. The Companys cash used in operating activities for the 2005 quarter was $21.6 million compared to cash provided by operating activities of $16.8 million for the 2004 quarter. The level of cash flow in the 2005 quarter was adversely affected by an increase in accounts receivable. The effect of increased accounts receivable was offset in part by a decrease in inventory levels. Receivables increased from $22.0 million at December 31, 2004 to $68.8 at March 31, 2005 as the Company offered customers extended payment terms on sales in the fourth quarter of 2004 and first quarter of 2005 to facilitate the introduction on a national basis of the Trex Brasilia line of decking products and to provide incentives to customers to meet seasonal demand. Payments under the extended terms are due in the second quarter of 2005. The Companys inventories decreased from $44.4 million at December 31, 2004 to $38.8 million at March 31, 2005 as shipments outpaced production. An increase in payables, which was partially offset by a decrease in accrued expenses, had a positive effect on cash flows from operating activities in the 2005 quarter. The increase in accounts payable resulted from the timing of payments for capital expenditures, which were primarily for the Companys third manufacturing site in Olive Branch, Mississippi. The decrease in accrued expenses principally resulted from the payout in the 2005 quarter of employee compensation obligations for 2004.
The Companys cash used in investing activities totaled $4.2 million in the 2005 quarter, compared to cash used in investing activities of $2.4 million in the 2004 quarter. In the 2005 quarter, expenditures related to the purchase of property, plant and equipment totaled $15.8 million and were primarily funded by $11.7 million of restricted cash. The Companys use of proceeds from its bond financing in the fourth quarter of 2004 is restricted to financing all or a portion of the costs of the acquisition, construction and equipping of the solid waste disposal facilities to be used in connection with the Companys new manufacturing facility. The remaining proceeds, as of March 31, 2005, have been included in restricted cash on the Companys balance sheet.
The Companys cash provided by financing activities was $2.2 million in the 2005 quarter compared to cash used in financing activities of $0.1 million in the 2004 quarter. In the 2005 quarter, the Company borrowed $2.7 million under its revolving credit facility. Borrowings in the quarter were necessary to meet working capital requirements.
Indebtedness. As of March 31, 2005, the Companys indebtedness totaled $82.1 million and the annualized overall weighted average interest rate of such indebtedness was approximately 6.5%, including the effect of the Companys interest rate swaps.
The Companys ability to borrow under its revolving credit facility is tied to a borrowing base that consists of certain receivables and inventories. As of March 31, 2005, the borrowing base was $55.6 million, of which $9.3 million was available, and $2.7 million of borrowings were outstanding. The borrowings available under the facility were reduced by outstanding borrowings and letters of credit.
Debt Covenants. To remain in compliance with its credit facility, senior note and bond loan document covenants, the Company must maintain specified financial ratios based on its levels of debt, capital, net worth, fixed charges, and earnings (excluding extraordinary gains and extraordinary non-cash losses) before interest, taxes, depreciation and amortization. As of March 31, 2005, the Company was in compliance with these covenants.
Capital Requirements. The Company made capital expenditures in the 2005 quarter totaling $15.6 million, primarily to construct the manufacturing facility and purchase equipment for the third manufacturing site. The Company currently estimates that its capital requirements in 2005 will total approximately $40 to $45 million. The Company expects that it will continue to make significant capital expenditures in subsequent years as the Company completes its construction in process and its new manufacturing site to meet an anticipated increase in the demand for Trex.
As of March 31, 2005, the Company had a total of approximately $0.4 million of cash and cash equivalents and $9.3 million of restricted cash. The Company believes that cash on hand, cash flow from operations and borrowings expected to be available under the Companys existing revolving credit facility will provide sufficient funds to enable the Company to fund its planned capital expenditures, make scheduled principal and interest payments, meet its other cash requirements and maintain compliance with terms of its borrowing agreements for at least the next 12 months. Thereafter, significant capital expenditures may be required to provide increased capacity to meet the expected growth in demand for the Companys products. The Company currently expects that it will fund its future capital expenditures from operations and financing activities. The actual amount and timing of the Companys future capital requirements may differ materially from the Companys estimate depending on the demand for Trex and new market developments and opportunities. The Company may determine that it is necessary or desirable to obtain financing for such requirements through bank borrowings or the issuance of debt or equity securities. Debt financing would increase the Companys level of indebtedness, while equity financing would dilute the ownership of the Companys stockholders. There can be no assurance as to whether, or as to the terms on which, the Company will be able to obtain such financing.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Companys major market risk exposure is to changing interest rates. The Companys policy is to manage interest rates through the use of a combination of fixed-rate and floating-rate debt. The Company uses interest-rate swap contracts to manage its exposure to fluctuations in the interest rates on its floating-rate mortgage debt, all of which is based on LIBOR, and on its variable rate promissory note. The interest on the variable rate promissory note is based on auction rates and is reset every seven days. At March 31, 2005, the Company had capped its interest rate exposure at an annual effective rate of approximately 8.1% on its $13.3 million of floating-rate mortgage debt. At March 31, 2005, the Company had capped its interest rate exposure on $10.0 million principal amount of its variable rate promissory note at an annual effective rate of 3.1% for seven years and on an additional $10.0 million principal amount of such note at an annual effective rate of 3.0% for the five years.
The Company has a purchase agreement for polyethylene under which it has certain limited market risk related to foreign currency fluctuations on euros. At current purchase levels, such exposure is not material.
Item 4. Controls and Procedures
The Companys management, with the participation of its Chief Executive Officer, who is the Companys principal executive officer, and its Senior Vice President and Chief Financial Officer, who is the Companys principal financial officer, has evaluated the effectiveness of the Companys disclosure controls and procedures as of March 31, 2005. Based upon that evaluation, the Chief Executive Officer and the Senior Vice President and Chief Financial Officer have concluded that the Companys disclosure controls and procedures were effective as of March 31, 2005.
During the first fiscal quarter of 2005, there have been no changes in the Companys internal control over financial reporting that have materially affected, or that are reasonably likely to materially affect, its internal control over financial reporting.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) The following table provides information about the Companys purchases of its common stock during the quarter ended March 31, 2005.
Item 6. Exhibits
The Company files herewith the following exhibits:
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.