UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2023~~March 31, 2024

☐	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.)

2500 Trex Way Winchester, Virginia		22601
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(540) 542-6300

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	TREX	New York Stock Exchange

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule

12b-2

of the Exchange Act): Yes ☐ No ☒

The number of shares of the registrant’s common stock, par value $0.01 per share, outstanding at ~~October 16, 2023~~April 25, 2024 was ~~108,595,381~~108,692,757 shares.

TREX COMPANY, INC.

INDEX


		Page

PART I FINANCIAL INFORMATION			2

Item 1.	Condensed Consolidated Financial Statements		2

	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2024 and ~~Nine Months Ended September 30,~~March 31, 2023 ~~and September 30, 2022~~ (unaudited)		2

	Condensed Consolidated Balance Sheets as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 (unaudited)		3

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2024 and March 31, 2023 ~~and September 30, 2022~~ (unaudited)		4

	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2024 and March 31, 2023 ~~and September 30, 2022~~ (unaudited)		5

	Notes to Condensed Consolidated Financial Statements (unaudited)		6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		1815

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		3023

Item 4.	Controls and Procedures		3024

PART II OTHER INFORMATION			3125

Item 1.	Legal Proceedings		3125

~~Item 1A.~~	~~Risk Factors~~		31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		3125

Item 5.	Other Information		3125

Item 6.	Exhibits		3226

PART I

FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Financial Statements

TREX COMPANY, INC.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(In thousands, except share and per share data)

Three Months Ended

September 30,

Nine Months Ended

September 30,


2023

2022

2023

2022

Net sales
   $ 303,836 $ 188,472    $ 899,092    $ 913,950
Cost of sales
   172,941 142,264    517,321    575,452






Gross profit
   130,895 46,208    381,771    338,498
Selling, general and administrative expenses
   44,532 26,857    133,694    106,387






Income from operations
   86,363 19,351    248,077    232,111
Interest (income) expense, net
   (734 ) —    2,555    (103 )






Income before income taxes
   87,097 19,351    245,522    232,214
Provision for income taxes
   21,831 4,928    62,089    57,665






Net income
   $ 65,266 $ 14,423    $ 183,433    $ 174,549






Basic earnings per common share
   $ 0.60 $ 0.13    $ 1.69    $ 1.55






Basic weighted average common shares outstanding
   108,583,009 110,140,496    108,707,699    112,609,684






Diluted earnings per common share
   $ 0.60 $ 0.13    $ 1.69    $ 1.55






Diluted weighted average common shares outstanding
   108,702,495 110,300,017    108,829,374    112,787,994






Comprehensive income
   $ 65,266 $ 14,423    $ 183,433    $ 174,549


	Three Months Ended March 31,
	2024			2023
Net sales	$	373,635		$	238,718
Cost of sales		204,023			144,290

Gross profit		169,612			94,428
Selling, general and administrative expenses		50,600			37,480

Income from operations		119,012			56,948
Interest (income) expense, net		(5	)		1,985

Income before income taxes		119,017			54,963
Provision for income taxes		29,947			13,832

Net income	$	89,070		$	41,131

Basic earnings per common share	$	0.82		$	0.38

Basic weighted average common shares outstanding		108,640,168			108,771,958

Diluted earnings per common share	$	0.82		$	0.38

Diluted weighted average common shares outstanding		108,790,625			108,916,261

Comprehensive income	$	89,070		$	41,131

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

TREX COMPANY, INC.

Condensed Consolidated Balance Sheets

(In thousands, except share data)


	September 30, 2023			December 31, 2022			March 31, 2024			December 31, 2023

	(Unaudited)						(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	4,644		$	12,325		$	3,053		$	1,959
Accounts receivable, net		200,909			98,057			373,470			41,136
Inventories		60,384			141,355			123,885			107,089
Prepaid expenses and other assets		7,130			35,105			12,958			22,070

Total current assets		273,067			286,842			513,366			172,254
Property, plant and equipment, net		671,035			589,892			729,993			709,402
Operating lease assets		27,286			30,991			25,010			26,233
Goodwill and other intangible assets, net		18,267			18,582			18,058			18,163
Other assets		7,157			7,398			6,531			6,833

Total assets	$	996,812		$	933,705		$	1,292,958		$	932,885

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	31,795		$	19,935		$	49,350		$	23,963
Accrued expenses and other liabilities		88,919			44,064			91,940			56,734
Accrued warranty		5,092			4,600			4,901			4,865
Line of credit		56,500			222,000			223,000			5,500

Total current liabilities		182,306			290,599			369,191			91,062
Deferred income taxes		68,224			68,224			67,226			72,439
Operating lease liabilities		20,197			23,974			17,602			18,840
Non-current accrued warranty		17,874			20,999			18,233			17,313
Other long-term liabilities		16,560			11,560			16,560			16,560

Total liabilities		305,161			415,356			488,812			216,214

Commitments and contingencies		—			—			—			—

Stockholders’ equity
Stockholders’ equity
Stockholders’ equity
Stockholders’ equity
Preferred stock, $0.01 par value, 3,000,000 shares authorized; none issued and outstanding		—			—			—			—
Common stock, $0.01 par value, 360,000,000 shares authorized; 140,958,411 and 140,841,833 shares issued and 108,595,105 and 108,743,423 share outstanding, at September 30, 2023 and December 31, 2022, respectively		1,410			1,408
Common stock, $0.01 par value, 360,000,000 shares authorized; 141,056,063 and 140,974,843 shares issued and 108,692,757 and 108,611,537 share outstanding, at March 31, 2024 and December 31, 2023, respectively								1,411			1,410
Additional paid-in capital		137,088			131,539			138,561			140,157
Retained earnings		1,314,107			1,130,674			1,425,128			1,336,058
Treasury stock, at cost, 32,363,306 shares at September 30, 2023 and 32,098,410 shares at December 31, 2022		(760,954	)		(745,272	)
Treasury stock, at cost, 32,363,306 and 32,363,306 shares at March 31, 2024 and December 31, 2023								(760,954	)		(760,954	)

Total stockholders’ equity		691,651			518,349			804,146			716,671

Total liabilities and stockholders’ equity	$	996,812		$	933,705		$	1,292,958		$	932,885

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

TREX COMPANY, INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

(In thousands, except share data)


	Common Stock					Additional Paid-In Capital			Retained Earnings		Treasury Stock					Total			Common Stock					Additional Paid-In Capital			Retained Earnings		Treasury Stock					Total
	Shares			Amount		Additional Paid-In Capital			Retained Earnings		Shares		Amount			Total			Shares			Amount		Additional Paid-In Capital			Retained Earnings		Shares		Amount			Total
Balance, December 31, 2022		108,743,423		$	1,408	$	131,539		$	1,130,674		32,098,410	$	(745,272	)	$	518,349
Balance, December 31, 2023																				108,611,537		$	1,410	$	140,157		$	1,336,058		32,363,306	$	(760,954	)	$	716,671
Net income		—			—		—			41,131		—		—			41,131			—			—		—			89,070		—		—			89,070
Employee stock plans		8,504			—		316			—		—		—			316			5,640			—		397			—		—		—			397
Shares withheld for taxes on awards		(28,773	)		—		(1,592	)		—		—		—			(1,592	)		(55,103	)		—		(5,146	)		—		—		—			(5,146	)
Stock-based compensation		80,362			1		1,972			—		—		—			1,973			130,683			1		3,153			—		—		—			3,154

Balance, March 31, 2023		108,803,516		$	1,409	$	132,235		$	1,171,805		32,098,410	$	(745,272	)	$	560,177
Net income		—			—		—			77,036		—		—			77,036
Employee stock plans		7,971			—		323			—		—		—			323
Shares withheld for taxes on awards		(15,663	)		—		(855	)		—		—		—			(855	)
Stock-based compensation		36,888			—		2,590			—		—		—			2,590
Repurchases of common stock		(264,896	)		—		—			—		264,896		(15,746	)		(15,746	)
Balance, March 31, 2024																				108,692,757		$	1,411	$	138,561		$	1,425,128		32,363,306	$	(760,954	)	$	804,146

Balance, June 30, 2023		108,567,816		$	1,409	$	134,293		$	1,248,841		32,363,306	$	(761,018	)	$	623,525
Net Income		—			—		—			65,266		—		—			65,266
Employee stock plans		5,448			—		286			—		—		—			286
Shares withheld for taxes on awards		(4,140	)		—		(312	)		—		—		—			(312	)
Stock-based compensation		25,981			1		2,821			—		—		—			2,822
Repurchases of common stock		—			—		—			—		—		64			64

Balance, September 30, 2023		108,595,105		$	1,410	$	137,088		$	1,314,107		32,363,306	$	(760,954	)	$	691,651


	Common Stock					Additional Paid-In Capital			Retained Earnings		Treasury Stock					Total			Common Stock					Additional Paid-In Capital			Retained Earnings		Treasury Stock					Total
	Shares			Amount		Additional Paid-In Capital			Retained Earnings		Shares		Amount			Total			Shares			Amount		Additional Paid-In Capital			Retained Earnings		Shares		Amount			Total
Balance, December 31, 2021		115,148,152		$	1,407	$	127,787		$	946,048		25,586,601	$	(350,208	)	$	725,034
Balance, December 31, 2022																				108,743,423		$	1,408	$	131,539		$	1,130,674		32,098,410	$	(745,272	)	$	518,349
Net income		—			—		—			71,211		—		—			71,211			—			—		—			41,131		—		—			41,131
Employee stock plans		9,081			—		523			—		—		—			523			8,504			—		316			—		—		—			316
Shares withheld for taxes on awards		(35,856	)		—		(2,912	)		—		—		—			(2,912	)		(28,773	)		—		(1,592	)		—		—		—			(1,592	)
Stock-based compensation		79,926			1		2,225			—		—		—			2,226			80,362			1		1,972			—		—		—			1,973
Repurchases of common stock		(833,963	)		—		—			—		833,963		(75,017	)		(75,017	)

Balance, March 31, 2022		114,367,340		$	1,408	$	127,623		$	1,017,259		26,420,564	$	(425,225	)	$	721,065
Net income		—			—		—			88,916		—		—			88,916
Employee stock plans		8,834			—		429			—		—		—			429
Stock-based compensation		2,024			—		1,057			—		—		—			1,057
Repurchases of common stock		(2,814,817	)		—		—			—		2,814,817		(169,992	)		(169,992	)
Balance, March 31, 2023																				108,803,516		$	1,409	$	132,235		$	1,171,805		32,098,410	$	(745,272	)	$	560,177

Balance, June 30, 2022		111,563,381		$	1,408	$	129,109		$	1,106,175		29,235,381	$	(595,217	)	$	641,475
Net income		—			—		—			14,423		—		—			14,423
Employee stock plans		11,003			—		429			—		—		—			429
Shares withheld for taxes on awards		(57	)		—		(3	)		—		—		—			(3	)
Stock-based compensation		10,520			—		249			—		—		—			249
Repurchases of common stock		(1,710,676	)		—		—			—		1,710,676		(100,035	)		(100,035	)

Balance, September 30, 2022		109,874,171		$	1,408	$	129,784		$	1,120,598		30,946,057	$	(695,252	)	$	556,538

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

TREX COMPANY, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)


	Nine Months Ended September 30,						Three Months Ended March 31,
	2023			2022			2024			2023
OPERATING ACTIVITIES
Net income	$	183,433		$	174,549		$	89,070		$	41,131
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		37,194			33,269			14,154			11,915
Deferred Income Taxes								(5,212	)		—
Stock-based compensation		7,384			3,531			3,155			1,972
Loss (gain) on disposal of property, plant and equipment		1,081			(43	)		2,122			—
Other non-cash adjustments		(169	)		(171	)		121			121
Changes in operating assets and liabilities:
Accounts receivable		(102,852	)		62,343			(332,333	)		(204,014	)
Inventories		80,971			(48,362	)		(16,796	)		13,571
Prepaid expenses and other assets		4,376			7,125			(319	)		291
Accounts payable		10,678			(3,769	)		26,238			2,975
Accrued expenses and other liabilities		39,039			8,842			12,041			3,361
Income taxes receivable/payable		27,090			7,079			33,715			13,206

Net cash provided by operating activities		288,225			244,393
Net cash used in operating activities								(174,044	)		(115,471	)

INVESTING ACTIVITIES
Expenditures for property, plant and equipment		(112,920	)		(108,163	)		(37,720	)		(39,192	)
Proceeds from sales of property, plant and equipment		—			45			106			—

Net cash used in investing activities		(112,920	)		(108,118	)		(37,614	)		(39,192	)

FINANCING ACTIVITIES
Borrowings under line of credit		509,500			156,000			258,500			200,500
Principal payments under line of credit		(675,000	)		(80,000	)		(41,000	)		(53,000	)
Repurchases of common stock		(18,441	)		(347,957	)		(5,145	)		(1,592	)
Proceeds from employee stock purchase and option plans		925			1,381			397			316
Financing costs		30			(867	)		—			30

Net cash used in financing activities		(182,986	)		(271,443	)
Net cash provided by financing activities								212,752			146,254

Net decrease in cash and cash equivalents		(7,681	)		(135,168	)
Net increase (decrease) in cash and cash equivalents								1,094			(8,409	)
Cash and cash equivalents, beginning of period		12,325			141,053			1,959			12,325

Cash and cash equivalents, end of period	$	4,644		$	5,885		$	3,053		$	3,916

Supplemental Disclosure:
Cash paid for interest, net of capitalized interest	$	4,165		$	—		$	—		$	1,817
Cash paid for income taxes, net	$	35,106		$	50,585		$	1,444		$	733
Supplemental non-cash investing and financing disclosure:
Capital expenditures in accounts payable	$	1,183		$	787		$	851		$	229

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Table of Contents

TREX COMPANY, INC.

Notes to Condensed Consolidated Financial Statements

For the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2023 and ~~September 30, 2022~~2024

(Unaudited)

1.	BUSINESS AND ORGANIZATION

Trex Company, Inc. (Trex or Company), a Delaware corporation, was incorporated on September 4, 1998. As of December 30, 2022, the Company operates in one reportable segment, Trex Residential Products (Trex Residential). Through December 30, 2022, Trex had one wholly-owned subsidiary, Trex Commercial Products, Inc. (Trex Commercial) and operated in two reportable segments, Trex Residential and Trex Commercial.

~~Trex Residential, the Company’s principal business based on net sales,~~ is the world’s largest manufacturer of high-performance,

low-maintenance

wood-alternative decking and residential railing and outdoor living products and accessories, marketed under the brand name Trex

, with more than 30 years of product experience. A majority of its products are manufactured in a proprietary process that combines reclaimed wood fibers and scrap polyethylene. The Company is incorporated in Delaware. The principal executive offices are located at 2500 Trex Way, Winchester, Virginia 22601, and the telephone number at that address is

(540) 542-6300.

The Company operates in a

single

reportable 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

and, accordingly, the accompanying unaudited condensed consolidated financial statements do not include all of the information and notes 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, except as otherwise described herein) considered necessary for a fair presentation have been included in the accompanying unaudited condensed consolidated financial statements. Certain reclassifications have been made to prior period balances to conform to current year presentation. The unaudited condensed consolidated financial statements include the accounts of the Company for all periods presented. Intercompany accounts and transactions have been eliminated in consolidation.

The unaudited consolidated results of operations for the three ~~and nine~~ months ended ~~September 30, 2023,~~March 31, 2024, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, ~~2023.~~2024. The Company’s 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, consumer spending and preferences, interest rates, the impact of any supply chain disruptions, economic conditions, and/or any adverse effects from global health pandemics and geopolitical conflicts. Towards the end of June 2022, the Company experienced a reduction in demand from its distribution partners, which the Company believed was primarily spurred by concerns over a potential easing in consumer demand due to rising interest rates, declining consumer sentiment and expectations of a general slowing in the economy. As a result, beginning in the third quarter of 2022 the Company’s channel partners met demand partially through inventory drawdown rather than reordering products and maintaining current inventories. This inventory recalibration was completed by year end.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements ~~as of December 31, 2022,~~ and ~~December 31, 2021, and for each of the three years in the period ended December 31, 2022,~~notes thereto included in the Annual Report of Trex Company, Inc. on Form

10-K

for the year ended December 31, 2023, as filed with the U.S. Securities and Exchange Commission.

3.	~~SALE OF TREX COMMERCIAL PRODUCTS, INC.~~

On December 30, 2022, the Company completed the sale of substantially all of the assets of its wholly-owned subsidiary and reportable segment, Trex Commercial. The divestiture reflected the Company’s decision to focus on driving the most profitable growth strategy for the Company and its shareholders through the execution of its outdoor living strategy. The divestiture did not represent a strategic shift with a major effect on the Company’s operations. The results of operations of Trex Commercial are consolidated in the Company’s results of operations for the three months and nine months ended September 30, 2022.

~~Table of Contents~~

4.	RECENTLY ADOPTED ACCOUNTING STANDARDS

In December 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU)

No. 2022-06

“Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848.” The amendments in this update defer the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. In March 2020, the FASB issued ASU

No. 2020-04

“Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” These amendments provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. ASU

No. 2020-04

provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference the London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued. The FASB included a sunset provision within Topic 848 based on the expectations of when the LIBOR would cease being published intended to help stakeholders during the global market-wide reference rate transition period. The guidance is effective for all entities as of March 12, 2020 through December 31, 2024 and can be adopted as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020. The amendments did not have a material effect on the Company’s consolidated financial statements.

Table of Contents

4.	NEW ACCOUNTING STANDARDS NOT YET ADOPTED

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU)

No. 2023-07,

“Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The guidance requires disclosure of significant segment expenses which are regularly provided to the chief operating decision maker (CODM), the composition of and amount of other segment items, the CODM’s title and position within the organization, and how the CODM uses the reported measure(s) of segment’s profit or loss to assess the performance of the segment. In addition, on an interim basis, all segment profit or loss and asset disclosures currently required on an annual basis must be reported, as well as those required by Topic 280. The guidance allows for multiple measure of a segment’s profit or loss to be reported. Entities which have a single reportable segment must apply Topic 280 in its entirety. The guidance is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. Early adoption is permitted. Entities are required to apply the amendments of this update retrospectively for all prior periods presented in the financial statements. The Company does not intend to early adopt the standard and does not expect adoption of this guidance to have a material effect on its consolidated results of operations and financial position.

In December 2023, the FASB issued ASU

No. 2023-09,

“Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The guidance requires public entities to disclose additional categories of information related to federal, state, and foreign income taxes and additional details related to reconciling items should they meet a quantitative threshold. The guidance requires disclosure of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and to disaggregate the information by jurisdiction based on quantitative thresholds. The guidance is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance should be applied on a prospective basis, retrospective application is permitted. The Company does not intend to early adopt the standard and does not expect adoption of the guidance to have a material effect on its consolidated results of operations and financial position.

5.	INVENTORIES

Inventories valued at LIFO

(last-in,

first-out),

consist of the following (in thousands):


	September 30, 2023			December 31, 2022			March 31, 2024			December 31, 2023
Finished goods	$	43,180		$	107,114		$	89,619		$	88,840
Raw materials		52,255			69,292			67,705			51,688

Total FIFO (first-in, first-out) inventories		95,435			176,406			157,324			140,528
Reserve to adjust inventories to LIFO value		(35,051	)		(35,051	)		(33,439	)		(33,439	)

Total LIFO inventories	$	60,384		$	141,355		$	123,885		$	107,089

The Company utilizes the LIFO method of accounting, ~~related to its Trex Residential wood-alternative decking and residential railing products,~~ which generally provides for the matching of current costs with current revenues. However, under the LIFO method, reductions in annual inventory balances may cause a portion of the Company’s cost of sales to be based on historical costs rather than current year costs (LIFO liquidation). Reductions in interim inventory balances expected to be replenished by

year-end

do not result in a LIFO liquidation. Accordingly, interim LIFO calculations are based, in part, on management’s estimates of expected

year-end

inventory levels and costs and may differ from actual results. Since inventory levels and costs are subject to factors beyond management’s control, interim results are subject to the final

year-end

LIFO inventory valuation.

~~In the nine months ended September 30, 2023, the Company had a reduction in~~ There were no LIFO inventory ~~that it does not expect will be replenished by year end. However, the Company estimates that the LIFO liquidation will not have a material~~liquidations or related impact on ~~cost of sales for the year ended December 31, 2023 and, accordingly, it did not impact~~ the cost of sales ~~for~~in the ~~nine~~three months ended ~~September 30, 2023.~~March 31, 2024.

6.	PREPAID EXPENSES AND OTHER ASSETS

Prepaid expenses and other assets consist of the following (in thousands):


	September 30, 2023		December 31, 2022		March 31, 2024		December 31, 2023
Prepaid expenses	$	6,859	$	10,787	$	12,329	$	11,830
Income tax receivable		—		23,979		—		9,611
Other		271		339		629		629

Total prepaid expenses and other assets	$	7,130	$	35,105	$	12,958	$	22,070

7.	GOODWILL AND OTHER INTANGIBLE ASSETS, NET

The carrying amount of goodwill at ~~September 30, 2023,~~March 31, 2024, and December 31, ~~2022,~~2023, was $14.2 ~~million for Trex Residential.~~million. The Company’s intangible assets, purchased in 2018, consist of domain ~~names for Trex Residential.~~names. At ~~September 30, 2023,~~March 31, 2024, and December 31, ~~2022,~~2023, intangible assets were $6.3 million and accumulated amortization was ~~$2.2~~$2.5 million and ~~$1.9~~$2.4 million, respectively. Intangible asset amounts were determined based on the

~~Table of Contents~~

estimated economics of the asset and are amortized over the estimated useful lives on a straight-line basis over 15 years, which approximates the pattern in which the economic benefits are expected to be received.

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The Company evaluates the recoverability of intangible assets periodically and considers events or circumstances that may warrant revised estimates of useful lives or that may indicate an impairment. Intangible asset amortization expense for the ~~nine~~three months ended ~~September 30,~~March 31, 2024, and March 31, 2023, ~~and September 30, 2022,~~ was ~~$0.3~~$0.1 million and ~~$0.3~~$0.1 million, respectively.

8.	ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities consist of the following (in thousands):


	September 30, 2023		December 31, 2022		March 31, 2024		December 31, 2023
Sales and marketing	$	45,374	$	19,194	$	33,754	$	15,496
Income Taxes						24,104		—
Compensation and benefits		24,470		8,646		16,719		25,859
Operating lease liabilities		7,409		7,488		7,629		7,663
Manufacturing costs		3,507		3,425		3,193		3,382
Income taxes		3,111		—
Other		5,048		5,311		6,541		4,334

Total accrued expenses and other liabilities	$	88,919	$	44,064	$	91,940	$	56,734

DEBT

Revolving Credit Facility

~~Indebtedness on and after May~~

~~18, 2022 and prior to December~~

~~22, 2022~~

. On May 18, 2022, the Company as borrower; Trex Commercial, as guarantor; BOA, as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer; Wells Fargo, as lender and Syndication Agent; Regions Bank, PNC Bank, National Association (PNC), and TD Bank, N.A. (TD)(each, a Lender and collectively, the Lenders), arranged by BofA Securities, Inc. as Sole Lead Arranger and Sole Bookrunner, entered into a Credit Agreement (Credit Agreement) 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.

~~The~~On December 22, 2022, the Company entered into a First Amendment to the Credit Agreement ~~provides~~(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.

Base Rate Loans (as defined in the Credit Agreement) under the Revolving ~~Loans~~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.

The Company and BofA Securities as a sustainability coordinator, are entitled to establish specified key performance indicators (KPIs) with respect to certain environmental, social and governance targets of the Company and its subsidiaries. The sustainability coordinator and the Company may amend the Credit Agreement for the purpose of incorporating the KPIs and other related provisions, unless the Lenders object to such amendment on or prior to the date that is ~~ten business days~~ after the date on which such amendment is posted for review by the Lenders. Based on the performance of the Company and its subsidiaries against the KPIs, certain adjustments (increase, decrease or no adjustment) to otherwise applicable pricing will be made; provided that the amount of such adjustments shall not exceed certain aggregate caps as in the definitive loan documentation.

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Under the terms of the Security and Pledge Agreement, the Company and Trex Commercial, subject to certain permitted encumbrances, as collateral security for the above-stated loans and all other present and future indebtedness of the Company owing to the Lenders grants to BOA, as Administrative Agent for the Lenders, a continuing security interest in certain collateral described and defined in the Security and Pledge Agreement but excluding the Excluded Property (as defined in the Security and Pledge Agreement).

~~Indebtedness On and After December~~

~~22, 2022~~

. As of December 22, 2022, the Company entered into a First Amendment to the Credit Agreement (First Amendment) by and among the Company, as borrower, the guarantors party thereto; BOA, as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer; TD as lender and Syndication Agent; Regions Bank, PNC, and Wells Fargo (each, a Lender and collectively, the Lenders), arranged by BofA Securities as Sole Lead Arranger and Sole Bookrunner, amending that certain Credit Agreement dated as of May 18, 2022, by and among the Company, as borrower, the guarantors party thereto, BOA, as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer and the other lenders identified therein (as so amended, the “Credit Agreement”). The First Amendment removes Trex Commercial as a guarantor to any and all indebtedness under the Credit Agreement.

~~As a part of the First Amendment, the Credit Agreement was amended and restated to provide for an additional Revolving B Loan (as hereinafter defined).~~

Under the First Amendment, the Lenders agreed to provide the Company with a Revolving B Loan consisting of one or more revolving loans in a collective maximum principal amount of $150,000,000 (Revolving B Loan Limit) throughout the term, which ends December 22, 2024 (Revolving B Loan Term). Previously, under the Credit Agreement, there was no Revolving B Loan. The First Amendment also provided that TD would serve as Syndication Agent.

As of December 22, 2022, the Credit Agreement was amended and restated to refer to this loan as the Revolving A Loan. The amended and restated Credit Agreement was made an Exhibit A to the First Amendment. All of the terms of the Credit Agreement apply to the Revolving B Loan. The Credit Agreement continues to include sublimits under the Revolving A Loan for a Letter of Credit facility in an amount not to exceed $60,000,000; and Swing Line Loans in an aggregate principal amount at any time outstanding not to exceed $20,000,000. The Revolving Loans, the Letter of Credit facility and the Swing Line Loans under Revolving A Loan are for the purpose of raising working capital and supporting general business operations.

The Notes provide the Company, in the aggregate, the ability to borrow an amount up to the Revolving A Loan Limit during the Revolving A Loan Term and Revolving B Loan Limit during the Revolving B Loan Term. The Company is not obligated to borrow any amount under the revolving loans. Within the respective loan limit, the Company may borrow, repay and reborrow at any time or from time to time while the Notes are in effect. With respect to Revolving B Loans (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%.

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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).

The Company had ~~$56.5~~$223 million in borrowings outstanding under its revolving credit facility and available borrowing capacity of ~~$493.5~~$327 million at ~~September 30, 2023.~~March 31, 2024. The weighted average interest rate on the revolving credit facility was ~~6.11%~~6.22% as of ~~September 30, 2023.~~March 31, 2024.

Compliance with Debt Covenants and Restrictions

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, 2023.~~March 31, 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.

10.

LEASES

The Company leases ~~office space,~~manufacturing and training facilities, storage warehouses, ~~training and manufacturing facilities,~~office space, and certain plant equipment under various operating leases. The Company’s operating leases have remaining lease terms of 1 year to 65 years. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

For the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and March 31, 2023, ~~and September 30, 2022,~~ total operating lease expense was ~~$6.1~~$2.0 million and ~~$6.3~~$2.1 million, respectively. The weighted average remaining lease term at ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 was ~~4.6~~4.2 years and ~~5.2~~4.4 years, respectively. The weighted average discount rate at ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 was ~~2.25%~~2.38% and ~~2.10%~~2.32%, respectively.

The following table includes supplemental cash flow information for the three months ended March 31, 2024 and March 31, 2023, and supplemental balance sheet information at March 31, 2024 and December 31, 2023 related to operating leases (in thousands):


	Three Months Ended March 31,
Supplemental cash flow information	2024		2023
Cash paid for amounts included in the measurement of operating lease liabilities	$	2,007	$	2,120
Operating ROU assets obtained in exchange for lease liabilities	$	578	$	1,541


Supplemental balance sheet information	March 31, 2024		December 31, 2023
Operating lease ROU assets	$	25,010	$	26,233
Operating lease liabilities:
Accrued expenses and other current liabilities	$	7,629	$	7,663
Operating lease liabilities		17,602		18,840

Total operating lease liabilities	$	25,231	$	26,503

The following table summarizes maturities of operating lease liabilities at March 31, 2024 (in thousands):


Maturities of operating lease liabilities
2024	$	5,942
2025		5,950
2026		5,051
2027		4,549
2028		3,982
Thereafter		934

Total lease payments		26,408
Less imputed interest		(1,177	)

Total operating lease liabilities	$	25,231

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The following table includes supplemental cash flow information for the nine months ended September 30, 2023, and September 30, 2022, and supplemental balance sheet information at September 30, 2023 and December 31, 2022 related to operating leases (in thousands):

Nine months Ended

September 30,

Supplemental cash flow information

2023

2022

Cash paid for amounts included in the measurement of operating lease liabilities    $ 6,236    $ 6,532
Operating ROU assets obtained in exchange for lease liabilities    $ 1,882    $ 7,332

Supplemental balance sheet information

September 30,

2023

December 31,
2022

Operating lease ROU assets    $ 27,286    $ 30,991
Operating lease liabilities:
Accrued expenses and other current liabilities    $ 7,409    $ 7,488
Operating lease liabilities    20,197    23,974

Total operating lease liabilities    $ 27,606    $ 31,462

~~The following table summarizes maturities of operating lease liabilities at September 30, 2023 (in thousands):~~

Maturities of operating lease liabilities

2023    $ 1,893
2024    7,386
2025    5,552
2026    4,851
2027    4,446
Thereafter    4,845

Total lease payments    28,973
Less imputed interest    (1,367 )

Total operating lease liabilities    $ 27,606

11.	FINANCIAL INSTRUMENTS

The Company considers the recorded value of its financial assets and liabilities, consisting primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, other current liabilities, and debt to approximate the fair value of the respective assets and liabilities on the Condensed Consolidated Balance Sheets at ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022.~~2023.

12.	STOCKHOLDERS’ EQUITY

Earnings Per Share

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

September 30,

Nine Months Ended

September 30,


2023

2022

2023

2022

Numerator:
Net income available to common shareholders    $ 65,266    $ 14,423    $ 183,433    $ 174,549

Denominator:
Basic weighted average shares outstanding    108,583,009    110,140,496    108,707,699    112,609,684
Effect of dilutive securities:
Stock appreciation rights and options    80,256    85,396    72,580    101,967
Restricted stock    39,230    74,125    49,095    76,343

Diluted weighted average shares outstanding    108,702,495    110,300,017    108,829,374    112,787,994

Basic earnings per share    $ 0.60    $ 0.13    $ 1.69    $ 1.55

Diluted earnings per share    $ 0.60    $ 0.13    $ 1.69    $ 1.55

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	Three Months Ended March 31,
	2024		2023
Numerator:
Net income available to common shareholders	$	89,070	$	41,131

Denominator:
Basic weighted average shares outstanding		108,640,168		108,771,958
Effect of dilutive securities:
Stock appreciation rights and options		71,202		70,004
Restricted stock		79,255		74,299

Diluted weighted average shares outstanding		108,790,625		108,916,261

Basic earnings per share	$	0.82	$	0.38

Diluted earnings per share	$	0.82	$	0.38

Diluted earnings per share is computed using the weighted average number of shares determined for the basic earnings per share computation plus the dilutive effect of common stock equivalents using the treasury stock method. The computation of diluted earnings per share excludes the following potentially dilutive securities because the effect would be anti-dilutive:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2023		2022		2023		2022		2024		2023
Stock appreciation rights		86,250		47,303		95,467		41,627		55,132		108,749
Restricted stock		—		68,008		69,764		48,552		48,597		107,571

Stock Repurchase Program

On February 16, 2018, the ~~Trex~~ Board of Directors adopted ~~a stock repurchase program~~the 2018 Stock Repurchase Program of up to 11.6 million shares of ~~its~~the Company’s outstanding common stock (Stock Repurchase Program). ~~From January 1, 2023 through May 3, 2023, Trex did not repurchase shares of its outstanding common stock under the Stock Repurchase Program.~~ On May 4, 2023, the Trex Board of Directors adopted a new stock repurchase program (2023 Stock Repurchase Program) of up to 10.8 million shares of its outstanding common stock, and terminated the existing Stock Repurchase Program. ~~This repurchase program~~The 2023 Stock Repurchase Program has no set expiration date. During the ~~quarterly period~~three months ended ~~September 30, 2023,~~March 31, 2024, Trex did not repurchase any shares of its outstanding common stock under the 2023 Stock Repurchase Program.

13.	REVENUE FROM CONTRACTS WITH CUSTOMERS

~~Trex Residential Products~~

~~Trex Residential~~The Company principally generates revenue from the manufacture and sale of its high-performance,

low-maintenance,

eco-friendly

wood-alternative composite decking and ~~residential~~ railing products and accessories. Substantially all of its revenues are from contracts with customers, which are purchase orders of short-term duration of less than one year. Its customers, in turn, sell primarily to the residential market, which includes replacement, remodeling and new construction related to outdoor living products. ~~Trex Residential~~The Company satisfies its performance obligations at a point in time. The shipment

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of each product is a separate performance obligation as the customer is able to derive benefit from each product shipped and no performance obligation remains after shipment. Upon shipment of the product, the customer obtains control over the distinct product and Trex ~~Residential~~ satisfies its performance obligation. Any performance obligation that remains unsatisfied at the end of a reporting period is part of a contract that has an original expected duration of one year or less. Any variable consideration related to the unsatisfied performance obligation is allocated wholly to the unsatisfied performance obligation, is recognized when the product ships and the performance obligation is satisfied and is included in “Accrued expenses and other liabilities, Sales and marketing” in Note 8 to the Condensed Consolidated Financial Statements.

~~Trex Commercial Products~~

On December 30, 2022, the Company completed the sale of its wholly-owned subsidiary and reportable segment, Trex Commercial. Prior to December 30, 2022, Trex Commercial generated revenue from the manufacture and sale of its modular and architectural railing and staging systems. All of its revenues were from fixed-price contracts with customers. Trex Commercial contracts had a single performance obligation as the promise to transfer the individual goods or services were not separately identifiable from other promises in the contract and was, therefore, not distinct.

For the three months ended March 31, 2024 and ~~nine months ended September 30,~~March 31, 2023, ~~and September 30, 2022,~~the Company’s net sales of $

373,635

and $

238,718

, respectively, were ~~disaggregated~~recognized at a point in time upon transfer of its outdoor living products under variable consideration contracts into the following tables by (1) market, (2) timing of revenue recognition, and (3) type of contract. The tables also include a reconciliation of the respective disaggregated net sales with the Company’s reportable segments (in thousands).building products market.

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Three Months Ended September 30, 2023


Trex
Residential
and
Consolidated

Timing of Revenue Recognition and Type of Contract

Products transferred at a point in time and variable consideration contracts    $ 303,836

   $ 303,836

Three Months Ended September 30, 2022

Reportable Segment


Trex
Residential

Trex
Commercial

Total

Timing of Revenue Recognition and Type of Contract

Products transferred at a point in time and variable consideration contracts    $ 177,776    $ —    $ 177,776
Products transferred over time and fixed price contracts    —    10,696    10,696

   $ 177,776    $ 10,696    $ 188,472

Nine months Ended September 30, 2023


Trex
Residential
and
Consolidated

Timing of Revenue and Type of Contract

Products transferred at a point in time and variable consideration contracts    $ 899,092

   $ 899,092

Nine Months Ended September 30, 2022

Reportable Segment


Trex
Residential

Trex
Commercial

Total

Timing of Revenue Recognition and Type of Contract

Products transferred at a point in time and variable consideration contracts    $ 878,892    $ —    $ 878,892
Products transferred over time and fixed price contracts    —    35,058    35,058

   $ 878,892    $ 35,058    $ 913,950

14.	STOCK-BASED COMPENSATION

At the annual meeting of stockholders of the Company held on May 4, 2023, the Company’s stockholders approved the Trex Company, Inc. 2023 Stock Incentive Plan (Plan). The Company’s board of directors unanimously approved the Plan on April 10, 2023, subject to stockholder approval. The Plan amends and restates in its entirety the Trex Company, Inc. 2014 Stock Incentive Plan (2014 Plan), which was last approved by the Company’s stockholders at the annual meeting held on April 30, 2014. The Plan, which will be administered by the compensation committee of the board of directors, provides for the grant of stock options, restricted stock, restricted stock units, stock appreciation rights and unrestricted stock, which are referred to collectively as “awards.” Awards may be granted under the Plan to officers, directors (including

non-employee

directors) and other employees of the Company or any subsidiary thereof, to any adviser, consultant, or other provider of services to the Company (and any employee thereof), and to any other individuals who are approved by the board of directors as eligible to participate in the Plan. Only employees of the Company or any subsidiary thereof are eligible to receive incentive stock options. Subject to certain adjustments as provided in the Plan, the total number of shares of common stock ~~permitted to be granted under the Plan was 4,000,000 shares at the time of adoption, and as of September 30, 2023, the total number of shares~~ available for future grants ~~was 3,984,956.~~under the Plan is 4,000,000 shares.

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The following table summarizes the Company’s stock-based compensation grants for the ~~nine~~three months ended ~~September 30, 2023:~~March 31, 2024:


	Stock Awards Granted		Weighted-Average Grant Price Per Share		Stock Awards Granted		Weighted-Average Grant Price Per Share
Time-based restricted stock units		91,742	$	58.67		48,628	$	90.86
Performance-based restricted stock units (a)		96,103	$	56.79		80,371	$	81.01
Stock appreciation rights		51,916	$	56.80		33,277	$	84.72

(a)

Includes ~~85,044~~55,834 of target performance-based restricted stock unit awards granted during the ~~nine~~three months ended ~~September 30, 2023,~~March 31, 2024, and adjustments of ~~1,413~~25,315, and ~~9,646~~(778) to grants due to the actual performance level achieved for restricted stock and restricted stock units awarded in ~~2021~~2023 and ~~2020,~~2021, respectively.

The fair value of each SAR is estimated on the date of grant using a Black-Scholes option-pricing formula. For SARs issued in the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and March 31, 2023, ~~and September 30, 2022,~~ the data and assumptions shown in the following table were used:


	Nine Months Ended September 30, 2023			Nine Months Ended September 30, 2022			Three Months Ended March 31, 2024			Three Months Ended March 31, 2023
Weighted-average fair value of grants	$	27.19		$	33.9		$	44.83		$	27.19
Dividend yield		0	%		0	%		0	%		0	%
Average risk-free interest rate		4.0	%		1.9	%		4.3	%		4.0	%
Expected term (years)		5			5			5			5
Expected volatility		49.50	%		44.85	%		51.2	%		49.5	%

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The Company recognizes stock-based compensation expense ratably over the period from the grant date to the earlier of: (1) the vesting date of the award, or (2) the date the grantee is eligible to retire without forfeiting the award. For performance-based restricted stock and performance-based restricted stock units, expense is recognized ratably over the performance and vesting period of each tranche based on management’s judgment of the ultimate award that is likely to be paid out based on the achievement of the predetermined performance measures. For the employee stock purchase plan, compensation expense is recognized related to the discount on purchases. Stock-based compensation expense is included in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Comprehensive Income. The following table summarizes the Company’s stock-based compensation expense (in thousands):


	Three Months Ended September 30,					Nine Months Ended September 30,					Three Months Ended March 31,
	2023		2022			2023		2022			2024		2023
Stock appreciation rights	$	248	$	196		$	660	$	547		$	271	$	215
Time-based restricted stock and restricted stock units		1,098		1,012			2,904		2,818			1,074		935
Performance-based restricted stock and restricted stock units		1,425		(1,012	)		3,470		(5	)		1,642		724
Employee stock purchase plan		50		52			350		171			166		98

Total stock-based compensation	$	2,821	$	248		$	7,384	$	3,531		$	3,153	$	1,972

Total unrecognized compensation cost related to unvested awards as of ~~September 30, 2023,~~March 31, 2024 was ~~$12.5~~$23.7 million. The cost of these unvested awards is being recognized over the requisite vesting period of each award.

15.	INCOME TAXES

The Company’s effective tax rate for the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and March 31, 2023, was ~~25.3% and was comparable to the effective tax rate for the nine months ended September 30, 2022, of 24.8%~~25.2%, which resulted in income tax expense of ~~$62.1~~$29.9 million and ~~$57.7~~$13.8 million, respectively.

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During the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and March 31, 2023, ~~and September 30, 2022,~~ the Company realized ~~$0.4~~$0.6 million and ~~$0.1~~$0.2 million, respectively, of excess tax benefits from stock-based awards and recorded a corresponding benefit to income tax expense.

The Company analyzes its deferred tax assets each reporting period, considering all available positive and negative evidence in determining the expected realization of those deferred tax assets. As of ~~September 30, 2023,~~March 31, 2024, the Company maintains a valuation allowance of ~~$3.0~~$3.3 million against deferred tax assets primarily related to state tax credits it estimates will expire before they are realized.

The Company operates in multiple tax jurisdictions, and, in the normal course of business, its tax returns are subject to examination by various taxing authorities. Such examinations may result in future assessments by these taxing authorities, and the Company accrues a liability when it believes that it is more likely than not that benefits of tax positions will not be realized. The Company believes that adequate provisions have been made for all tax returns subject to examination. As of ~~September 30, 2023,~~March 31, 2024, for certain tax jurisdictions tax years ~~2019~~2020 through ~~2022~~2023 remain subject to examination. The Company believes that adequate provisions have been made for all tax returns subject to examination. Sales made to foreign distributors are not taxable in any foreign jurisdiction as the Company does not have a taxable presence in any foreign jurisdiction.

16.	~~SEGMENT INFORMATION~~

Through December 30, 2022, the Company operated in two reportable segments. On December 30, 2022, the Company completed the sale of its wholly-owned subsidiary and reportable segment, Trex Commercial. Subsequent to the sale of Trex Commercial, the Company operates in one reportable segment, Trex Residential:

~~Trex Residential manufactures wood-alternative decking and residential railing and related products marketed under the brand name Trex~~

. Trex Residential products are sold to distributors and home centers for final resale primarily to the residential market, which includes replacement, remodeling and new construction related to outdoor living products.

Trex Commercial designed, engineered, and marketed modular and architectural railing and staging systems for the commercial and multi-family market, including sports stadiums and performing arts venues. Trex Commercial products were marketed to architects, specifiers, contractors, and others doing business within the commercial and multi-family market.

The Company’s reportable segments are determined in accordance with its internal management structure, which, through December 30, 2022, was based on residential and commercial sales activities and, subsequent to December 30, 2022, is based on its residential sales activities. The Company evaluates performance of each segment primarily based on net sales and earnings before interest, income taxes, depreciation and amortization (EBITDA). The Company uses net sales to assess performance and allocate resources as this measure represents the amount of business the segment engaged in during a given period of time, is an indicator of market growth and acceptance of segment products and represents the segment’s customers’ spending habits along with the amount of product the segment sells relative to its competitors. The Company uses EBITDA to assess performance and allocate resources because it believes that EBITDA facilitates performance comparison between the segments by eliminating interest, income taxes, and depreciation and amortization charges to income. The below segment data for the three months and nine months ended September 30, 2023 and September 30, 2022 includes data for its reportable segments (in thousands):

~~Table of Contents~~

~~Segment Data:~~

Three Months

Ended

September 30, 2023

Three Months Ended September 30, 2022


Trex Residential
and Consolidated

Trex
Residential

Trex
Commercial

Consolidated

Net sales    $ 303,836    $ 177,776    $ 10,696    $ 188,472
Net Income (loss)    $ 65,266    $ 15,287    $ (864 )    $ 14,423
EBITDA    $ 99,359    $ 31,692    $ (876 )    $ 30,816
Depreciation and amortization    $ 12,996    $ 11,194    $ 271    $ 11,465
Income tax expense (benefit)    $ 21,831    $ 5,211    $ (283 )    $ 4,928
Capital expenditures    $ 30,563    $ 41,403    $ 154    $ 41,557
Total assets    $ 996,812    $ 802,926    $ 38,972    $ 841,898

~~Reconciliation of Net Income to EBITDA:~~

Three Months

Ended

September 30, 2023

Three Months Ended September 30, 2022


Trex Residential
and Consolidated

Trex
Residential

Trex
Commercial

Consolidated

Net Income (loss)    $ 65,266 $ 15,287    $ (864 ) $ 14,423
Interest (income), net    (734 ) —    — —
Income tax expense (benefit)    21,831 5,211    (283 ) 4,928
Depreciation and amortization    12,996 11,194    271 11,465

EBITDA    $ 99,359 $ 31,692    $ (876 ) $ 30,816

~~Segment Data:~~

Nine months

Ended

September 30, 2023

Nine months Ended September 30, 2022


Trex Residential
and Consolidated

Trex
Residential

Trex
Commercial

Consolidated

Net sales    $ 899,092    $ 878,892    $ 35,058    $ 913,950
Net Income (loss)    $ 183,433    $ 176,939    $ (2,390 )    $ 174,549
EBITDA    $ 285,271    $ 267,725    $ (2,344 )    $ 265,381
Depreciation and amortization    $ 37,194    $ 32,435    $ 835    $ 33,270
Income tax expense (benefit)    $ 62,089    $ 58,454    $ (789 )    $ 57,665
Capital expenditures    $ 112,920    $ 107,937    $ 226    $ 108,163
Total assets    $ 996,812    $ 802,926    $ 38,972    $ 841,898

~~Table of Contents~~

~~Reconciliation of Net Income to EBITDA:~~

Nine months
Ended

September 30, 2023

Nine months Ended September 30, 2022


Trex Residential
and Consolidated

Trex
Residential

Trex
Commercial

Consolidated

Net Income (loss)    $ 183,433    $ 176,939    $ (2,390 )    $ 174,549
Interest expense (income), net    2,555    (103 )    —    (103 )
Income tax expense (benefit)    62,089    58,454    (789 )    57,665
Depreciation and amortization    37,194    32,435    835    33,270

EBITDA    $ 285,271    $ 267,725    $ (2,344 )    $ 265,381

~~17.~~

SEASONALITY

The operating results for Trex ~~Residential~~ have historically varied from quarter to quarter. Seasonal, erratic or prolonged adverse weather conditions in certain geographic regions reduce the level of home improvement and construction activity and can shift demand for its products to a later period. As part of its normal business practice and consistent with industry practice, Trex ~~Residential~~ has historically offered incentive programs to its distributors and dealers to build inventory levels before the start of the prime deck-building season in order to ensure adequate availability of its product to meet anticipated seasonal consumer demand. The seasonal effects are often offset by the positive effect of the incentive programs.

~~18.~~17.

COMMITMENTS AND CONTINGENCIES

Product Warranty

The Company warrants that for the applicable warranty period its ~~Trex Residential~~ products, when properly installed, used and maintained, will be free from material defects in workmanship and materials and its decking, cladding, fascia and railing products will not split, splinter, rot or suffer structural damage from termites or fungal decay.

Table of Contents

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. The Company further warrants 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, the Company has 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. The Company further warrants 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, the ~~company~~Company has an obligation either to replace the defective product or refund the purchase price.

~~Trex Residential~~The Company maintains a warranty reserve for the settlement of its product warranty claims. The Company accrues for the estimated cost of product warranty claims at the time revenue is recognized based on such factors as historical claims experience and future claims experience. Management reviews and adjusts these estimates, if necessary, based on the differences between actual experience and historical estimates. Additionally, the Company accrues for warranty costs associated with occasional or unanticipated product quality issues if a loss is probable and can be reasonably estimated, as necessary.

The Company continues to receive and settle claims for decking products manufactured at its Nevada facility prior to 2007 that exhibit surface flaking and maintains 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 claims to be settled with payment, the Company utilizes actuarial techniques to determine a reasonable possible range 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 to determine its best estimate of future claims for which to record a related liability. 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.

~~Table of Contents~~

The Company monitors surface flaking claims activity each quarter for indications that its 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 the Company’s 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.

Average cost per claim experienced in the nine months ended September 30, 2023 was lower than that experienced in the nine months ended September 30, 2022, which was elevated due to the closure of three large claims, and lower than the Company’s expectations for 2023. The number of incoming claims received in the ~~nine~~three months ended ~~September 30, 2023~~March 31, 2024, was lower than the number of claims received in the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, and lower than the Company’s expectations for 2023. After evaluating the declining trend in incoming claims in its actuarial analysis, the Company decreased its estimate of the number of future claims to be settled with payment. As a result of the decrease in estimated future claims,2024. Average cost per claim experienced in the ~~three-month period~~three months ended ~~September 30,~~March 31, 2024, was lower than that experienced in the three months ended March 31, 2023 and lower than the ~~Company recorded a reduction of $3.8 million to its warranty reserve~~Company’s expectations for ~~the future settlement of surface flaking claims.~~2024. The Company believes the reserve at ~~September 30, 2023~~March 31, 2024 is sufficient to cover future surface flaking obligations.

The Company’s 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 the Company’s financial condition, results of operations or cash flows. The Company estimates 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. The Company estimates that a 10% change in the expected number of remaining claims to be settled with payment or the expected cost to settle claims may result in approximately a ~~$1.1~~$1.0 million change in the surface flaking warranty reserve.

~~The Company also maintains a warranty reserve for the settlement~~

Table of ~~other residential product warranty claims and records the provision at the time of product sale.~~Contents

The following is a reconciliation of the Company’s ~~residential~~ product warranty reserve (in thousands):


	Nine months Ended September 30, 2023									Three Months Ended March 31, 2024
	Surface Flaking			Other Residential			Total			Product Warranty			Surface Flaking			Total
Beginning balance, January 1	$	15,905		$	9,694		$	25,599		$	12,066		$	10,112		$	22,178
Provisions (changes in estimates)		(3,800	)		4,824			1,024
Provisions and changes in estimates											2,068			—			2,068
Settlements made during the period		(1,522	)		(2,135	)		(3,657	)		(924	)		(188	)		(1,112	)

Ending balance, September 30	$	10,583		$	12,383		$	22,966
Ending balance, March 31										$	13,210		$	9,924		$	23,134


	Nine months Ended September 30, 2022									Three Months Ended March 31, 2023
	Surface Flaking			Other Residential			Total			Product Warranty			Surface Flaking			Total
Beginning balance, January 1	$	18,542		$	10,053		$	28,595		$	9,694		$	15,905		$	25,599
Provisions (changes in estimates)		—			3,098			3,098
Provisions and changes in estimates											1,945			—			1,945
Settlements made during the period		(2,243	)		(1,901	)		(4,144	)		(551	)		(316	)		(867	)

Ending balance, September 30	$	16,299		$	11,250		$	27,549
Ending balance, March 31										$	11,088		$	15,589		$	26,677

Legal Matters

The Company has lawsuits, as well as other claims, pending against it which are ordinary routine litigation and claims incidental to the business. Management has evaluated the merits of these lawsuits and claims and believes that their ultimate resolution will not have a material effect on the Company’s consolidated financial condition, results of operations, liquidity or competitive position.

Arkansas Facility

In October 2021, the Company announced plans to add a third U.S.-based ~~Trex Residential~~ manufacturing facility located in Little Rock, Arkansas, ~~that will sit~~ on approximately 300 acres of land. The development approach and related expenditures for the new campus will be modular and calibrated to demand trends for ~~Trex Residential~~the Company’s outdoor living products. Construction began on the new facility in the second quarter of 2022, and in July 2022, the Company entered into a design-build agreement. ~~As previously announced, the Company anticipates spending approximately $400 million on the facility and the budget for the design-build agreement is contained within this amount.~~ Construction for the new facility will be funded primarily through the Company’s ongoing cash generation or its line of credit.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following management discussion should be read in conjunction with the Trex Company, Inc. (Trex, Company, we or our) Annual Report on Form 10-K for the year ended December 31, ~~2022~~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, ~~2022~~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 ~~segments’~~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, 2023,~~March 31, 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~~ended March 31, 2024 compared to the three months ended ~~September 30,~~March 31, 2023, ~~compared to three months and nine months ended September 30, 2022,~~ respectively.

•

Liquidity and Capital Resources — an analysis of cash flows; contractual obligations, and a discussion of our capital and other cash requirements.

OPERATIONS AND PRODUCTS

Prior to December 30, 2022, the Company operated in two reportable segments, Trex Residential Products (Trex Residential), the Company’s principal business based on net sales, and Trex Commercial Products (Trex Commercial). Subsequent to December 30, 2022, the Company currently operates in one reportable segment, Trex Residential. Refer to Note 16, ~~Segments, in the Notes to the Condensed Consolidated Financial Statements in Part I. Item 1.~~ ~~Condensed Consolidated Financial Statements~~ ~~of this Quarterly Report on Form~~ ~~10-Q~~ ~~for additional information. The Company is focused on using renewable resources within our Trex Residential segment.~~

Trex ~~Residential~~is the world’s largest manufacturer of high-performance composite decking and residential railing products, which are marketed under the brand name Trex^® and manufactured in the United States. With more than 30 years of product experience, we offer a comprehensive set of aesthetically appealing and durable, low-maintenance product offerings in the decking, residential railing, fencing and outdoor lighting categories. A majority of the products are eco-friendly and leverage recycled and reclaimed materials to the extent possible. Trex ~~Residential~~ decking is made in a proprietary process that combines reclaimed wood fibers and recycled polyethylene film, making Trex ~~Residential~~ one of the largest recyclers of plastic film in North America. In addition to resisting fading and surface staining, Trex ~~Residential~~ products require no sanding and sealing, resist moisture damage, provide a splinter-free surface and do not

require chemical treatment against rot or insect infestation. Combined, these aspects yield significant aesthetic advantages and lower maintenance than wood decking and railing and ultimately render Trex ~~Residential~~ products less costly than wood over the life of the deck. Special characteristics (including resistance to splitting, the ability to bend, and ease and consistency of machining and finishing) facilitate installation, reduce contractor call-backs and afford consumers a wide range of design options. Trex ~~Residential~~ products are sold to distributors and home centers for final resale primarily to the residential market.

Trex offers the following ~~products through Trex Residential:~~products:

Decking and Accessories

Our principal decking products are Trex Signature^®, Trex Transcend^® Lineage^™, Trex Transcend^®, ~~Trex Signature~~^®,Trex Select^®, and Trex Enhance^®. In addition, our Trex Transcend decking product can also be used as cladding. Our high-performance, low-maintenance, eco-friendly composite decking products are comprised of a blend of 95 percent reclaimed wood fibers and recycled polyethylene film and feature a protective polymer shell for enhanced protection against fading, staining, mold and scratching. Trex 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 Signature decking offers realistic woodgrain aesthetics that raises the bar for beauty, performance and sustainability and is available in two luxurious hues inspired by stunning natural settings. Trex Select decking offers the perfect pairing of price and minimal maintenance and is available in five nature-inspired earth tone colors. Our Trex Enhance boards pair the beauty of authentic wood-grain appearance with the durability of composite with minimal maintenance and the affordability of wood and is available in natural and basic colors.

We also offer accessories to our decking products. Trex Hideaway^®, a self-gapping universal hidden fastener designed to give a seamless finish to every project. Trex DeckLighting^™, an outdoor lighting system, is a line of energy-efficient LED dimmable deck lighting designed to use 75% less energy compared to incandescent lighting. It can be installed into the railing, stair risers or the deck itself. The line includes a post cap light, deck rail light, riser light, a soffit light and a recessed deck light. Pre-assembled stair panels that allow for easier installation ~~and~~ are designed to save time on the jobsite.


Railing		Our railing products are Trex Transcend Railing, Trex Select Railing, ~~Trex Select~~ ~~T-Rail~~and Trex Signature^® aluminum railing. Our high-performance composite and aluminum deck railing kits and systems are sustainably manufactured, easy to install and durable. Trex railing systems are built with the same durability as Trex decking and ~~will not~~won’t rot, warp, peel or splinter and resist fading and corrosion. Trex Transcend Railing, made from approximately 40 percent recycled content, is available in the colors of Trex Transcend decking and finishes that make it appropriate for use with Trex decking products as well as other decking materials, which we believe enhances the sales prospects of our railing products. Trex Select Railing, made from approximately 40 percent recycled content, is offered in a white finish and is ideal for consumers who desire a simple clean finished look for their deck. Trex ~~Select~~ ~~T-Rail,~~ made from a minimum of 40 percent recycled materials, is available in square composite balusters in Classic White for a cohesive, coordinated look, or round aluminum balusters in Charcoal Black for a more modern contrast. Trex Signature aluminum railing, made from a minimum of 40 percent recycled content, is available in three colors and designed for consumers who want a sleek, contemporary look.

Fencing		Our Trex Seclusions^® composite fencing product is offered through two specialty distributors. This product consists of structural posts, bottom ~~rails,~~rail, pickets, top ~~rails~~rail and decorative post caps. The top and bottom rails of Trex fencing are designed to provide a “picture frame’ element and the deep rich colors have a matte surface to prevent harsh sunlight reflections.

We are a licensor in a number of licensing agreements with third parties to manufacture and sell products under the Trex trademark. Our licensed products are:


Trex^® Outdoor Furniture^™		A line of outdoor furniture products manufactured and sold by PolyWood, Inc.

Trex^® RainEscape^® ~~and~~, Trex^® Protect^®, Trex^®RainEscape^®Soffit Light, and Trex^®Seal^™Ledger Flashing Tape		An above joist deck drainage system manufactured and sold by ~~DriDeck Enterprises,~~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^® ~~Latticeworks~~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 ~~M. Cohen and Sons, Inc.~~SS Industries dba ~~The Iron Shop.~~Paragon Stairs.

Trex^® Outdoor Kitchens^™		Outdoor kitchen cabinetry manufactured and sold by Danver ~~Stainless~~ Outdoor Kitchens.

~~Trex Commercial~~ designed and engineered custom solutions prevalent in professional and collegiate sports facilities, commercial and high-rise applications, performing arts, sports, and event production and rentals. Trex Commercial marketed to architects, specifiers, contractors, and building owners.

~~Trex offered the following products through Trex Commercial through December 30, 2022:~~

~~Architectural railing systems;~~

~~Aluminum railing systems; and~~

~~Staging equipment and accessories.~~

~~HIGHLIGHTS AND FINANCIAL PERFORMANCE~~

Highlights:

•

Trex Named ~~a 2023 Eco Leader by Green Builder Media.~~ ~~Trex earned highest honors awarded~~Most Sustainable Decking Brand by Green Builder Media ~~in the Eco Leader category. This is the second time Trex has earned this prestigious honor having previously been recognized in 2019. Trex is~~for 14^th Consecutive Year and the only ~~decking~~ brand ~~ever~~ to be ~~awarded Eco Leader status, which signifies companies across~~recognized as a sustainability leader for all 14 years of the ~~building products arena that are working to quantify ESG concepts in meaningful ways.~~program.

•

Trex Expands Railing Portfolio with Launch of Trex Signature^®X-Series^TM. Trex has launched two new specialty railing offerings with Trex Signature^®X-Series^TM Cable Rail and ~~Keep Arkansas Beautiful Awarded “Recycling Education Program of the Year.”~~ ~~A joint initiative by~~ Trex Company and Keep Arkansas Beautiful was celebrated in September as the “2023 Recycling Education Program of the Year” by the Arkansas Recycling Coalition (ARC). The annual ARC Awards honors organizations that have made significant contributions to the education and advancement of waste reduction, recycling, and sustainability in Arkansas over the previous year.Signature^®X-Series^TM Frameless Glass Rail.

•

Trex ~~Hosts Investor Day~~Transcend^® Lineage recognized by Good Housekeeping as a winner in ~~New York.~~ their 2024 Sustainable Innovation Awards.

•

Trex Ranked Among Barron’s 100 Most Sustainable Companies for 2024.~~In September, Bryan Fairbanks, President~~ Trex was honored by Baron’s for outstanding leadership in environmental, social, and ~~CEO laid out~~governance practices and was the ~~company’s five-year financial targets~~only decking brand to be included on this year’s list.

•

Trex awarded Morris Tolly National Supplier of the Year by Builders FirstSource, and Supplier of the Year for ~~organic growth.~~the Northeast Region.

•

Trex Launches ~~New Community Recycling Challenge.~~ Comprehensive Fastener Collection~~The updated NexTrex Recycling Challenge combines the company’s award-winning community~~. In February 2024, Trex launched its Hideaway^®Fastener Collection, providing solutions for every composite deck fastening and school recycling programs and moves from competition-driven model to self-initiated challenge. Additionally, Trex has made the process easier and more equitable, so more participants have the opportunity to earn recognition and rewards for their recycling efforts. Under the new structure, any participating organization that collects at least 1,000 pounds of recycled plastic film during a ~~12-month~~ ~~period qualifies to receive a composite bench from the Trex Outdoor Furniture Collection.~~finishing need.

•

Trex ~~Transcend Lineage Recognized in Good Housekeeping’s Renovation Awards.~~Celebrated with Six Awards for Product Excellence and Innovation ~~Trex Transcend Lineage has been recognized in~~ ~~Good Housekeeping’s 2023 Home Renovation Awards in~~for decking and railing products from organizations representing audiences and input from across the ~~Exterior Enhancements category. Enhancing its appeal, Trex Transcend Lineage offers the look and feel of real wood, but without the environmental impact of deforestation.~~building industry.

~~Financial Performance:~~HIGHLIGHTS AND FINANCIAL PERFORMANCE QUARTER-TO-DATE AND YEAR-TO-DATE

Financial performance. The following table presentsquarter-to-date highlights of our financial performance:


	Three Months Ended September 30,									Three Months Ended March 31,
	2023		2022		$ Change		% Change			2024		2023		$ Change		% Change
($000s omitted, except per share data)
Net sales	$	303,836	$	188,472	$	115,364		61.2	%	$	373,635	$	238,718	$	134,917		56.5	%
Gross profit	$	130,895	$	46,208	$	84,687		183.3	%	$	169,612	$	94,428	$	75,183		79.6	%
Net income	$	65,266	$	14,423	$	50,843		352.5	%	$	89,070	$	41,131	$	47,939		116.6	%
EBITDA	$	99,359	$	30,816	$	68,543		222.4	%
EBITDA*										$	133,166	$	68,862	$	64,304		93.4	%
Diluted earnings per share	$	0.60	$	0.13	$	0.47		361.5	%	$	0.82	$	0.38	$	0.44		115.8	%

   Nine months Ended
September 30,
   2023    2022    $ Change    % Change
($000s omitted, except per share data)
Net sales
   $ 899,092    $ 913,950    $ (14,858 )    (1.6 )%
Gross profit
   $ 381,771    $ 338,498    $ 43,273    12.8 %
Net income
   $ 183,433    $ 174,549    $ 8,884    5.1 %
EBITDA
   $ 285,271    $ 265,381    $ 19,890    7.5 %
Diluted earnings per share
   $ 1.69    $ 1.55    $ 0.14    9.0 %

*	A reconciliation of Net Income (GAAP) to EBITDA (non-GAAP) is presented on page 23 of this document under “Net Income and Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA).”

Capital expenditures. During the ~~nine months ended September 30, 2023,~~2024 first quarter, our capital expenditures were ~~$112.9~~$37.7 million primarily related to ~~$65.1~~$21.7 million for the Arkansas manufacturing facility, ~~$17.9~~$4.5 million in cost reduction initiatives, ~~$12.2~~and $5.1 million ~~for~~in capacity expansion in our ~~new corporate headquarters,~~existing facilities and ~~$9.5 million related to other capacity expansion,~~ safety, environmental and general support.

~~Repurchases of common shares.~~ ~~During the nine months ended September 30, 2023, we repurchased 264,896 shares of our outstanding common stock under the 2023 Stock Repurchase Program.~~

RESULTS OF OPERATIONS

General. Our results of operations are affected by a number of factors, including, but not limited to, the cost to manufacture and distribute products, cost of raw materials, inflation, interest rates, consumer spending and preferences, the impact of any supply chain disruptions, economic conditions, and any adverse effects from global health pandemics and geopolitical conflicts.

Towards the end of June 2022, Trex Residential experienced a reduction in demand from its distribution partners, spurred by concerns over a potential easing in consumer demand due to rising interest rates, declining consumer sentiment and expectations of a general slowing in the economy. As a result, beginning in the third quarter of 2022 Trex Residential’s channel partners met demand partially through inventory drawdown. The drawdown negatively impacted third quarter and fourth quarter 2022 sales. In response to this changed environment, Trex Residential immediately took measures to manage a production slowdown, including labor force reductions, production organization, as well as other cost actions.

~~Sale of Substantially All of the Assets of Trex Commercial Products, Inc.~~ On December 30, 2022, we completed the sale of substantially all of the assets of our wholly-owned subsidiary and reportable segment, Trex Commercial, for net proceeds of $7.3 million. The divestiture of Trex Commercial reflects our decision to focus on driving the most profitable growth strategy for the Company and its shareholders through the execution of our outdoor living strategy. The divestiture did not represent a strategic shift with a major effect on the Company’s operations and financial results. As such, the results of operations of Trex Commercial are consolidated in the Company’s results of operations for the three months and nine months ended September 30, 2022.

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 ~~Residential~~ operating results have historically varied from quarter to quarter. Seasonal, erratic or prolonged adverse weather conditions in certain geographic regions reduce the level of home and commercial improvement and residential and commercial construction and can shift demand for our products to a later period. As part of our normal business practice and consistent with industry practice, we have historically provided our distributors and dealers of our Trex ~~Residential~~ products incentives to build inventory levels before the start of the prime deck-building season to ensure adequate availability of our product to meet anticipated seasonal consumer demand and to enable production planning. These incentives include payment discounts, favorable payment terms, price discounts, or volume rebates on specified products and other incentives based on increases in purchases as part of specific promotional programs. The timing of our incentive programs can significantly impact sales, receivables and inventory levels during the offering period.

Gross Profit. Gross profit represents the difference between net sales and cost of sales. Cost of sales consists of raw material costs, direct labor costs, manufacturing costs, subcontract costs and freight. Raw material costs generally include the costs to purchase and transport reclaimed wood fiber, reclaimed polyethylene, pigmentation for coloring our products, and commodities used in the production of railing and staging. Direct labor costs include wages and benefits of personnel engaged in the manufacturing process. Manufacturing costs consist of costs of depreciation, utilities, maintenance supplies and repairs, indirect labor, including wages and benefits, and warehouse and equipment rental activities.

Selling, General and Administrative Expenses. The largest component of selling, general and administrative expenses is personnel related costs, which includes salaries, commissions, incentive compensation, and benefits of personnel engaged in sales and marketing, accounting, information technology, corporate operations, research and development, and other business functions. Another component of selling, general and administrative expenses is branding and other sales and marketing costs, which are used to build brand awareness. These costs consist primarily of advertising, merchandising, and other promotional costs. Other general and administrative expenses include professional fees, office occupancy costs attributable to the business functions previously referenced, and consumer relations expenses. As a percentage of net sales, selling, general and administrative expenses may vary from quarter to quarter due, in part, to the seasonality of our business.

Below is the discussion and analysis of our operating results and material changes in our operating results for the three months ended ~~September 30, 2023 (2023~~March 31, 2024 (2024 quarter) compared to the three months ended ~~September 30, 2022 (2022 quarter), and for the nine months ended September 30,~~March 31, 2023 (2023 ~~nine-month period) compared to the nine months ended September 30, 2022 (2022 nine-month period)~~quarter).

Three Months Ended ~~September 30, 2023~~March 31, 2024 Compared To The Three Months Ended ~~September 30, 2022~~March 31, 2023

Net Sales

   Three Months Ended September 30,    $ Change    % Change
   2023    2022

   (dollars in thousands)
Total net sales
   $ 303,836    $ 188,472    $ 115,364    61.2 %
Trex Residential net sales
   $ 303,836    $ 177,776    $ 126,060    70.9 %
Trex Commercial net sales
   N/A    $ 10,696    N/A    N/A


	Three Months Ended March 31,				$ Change		% Change
	2024		2023		$ Change		% Change
	(dollars in thousands)
Net sales	$	373,635	$	238,718	$	134,917		56.5	%

~~Total net~~Net sales increased by $134.9 million, or 56.5%, in the ~~2023~~2024 quarter ~~were higher~~ compared to ~~net sales in~~ the ~~2022 quarter resulting in an increase of $115.4 million, or 61.2%.~~2023 quarter. The increase ~~in net sales~~ was substantially all due to ~~increased~~an increase in volume, ~~which was~~driven, in part, by changes to our early-buy program running January to March, rather than our historical December to March time frame. This change accounted for $75 million or approximately 31% of the ~~result of strong secular trends~~growth in the quarter. The remainder of the growth is due to the expectations of continued favorable economic conditions for Trex’s outdoor living ~~category and by the~~ ~~non-recurrence~~ ~~of the channel inventory drawdown that occurred during the 2022 quarter.~~products.

Gross Profit


	Three Months Ended September 30,						$ Change		% Change
	2023			2022			$ Change		% Change			Three Months Ended March 31,				$ Change		% Change
												2024		2023		$ Change		% Change
	(dollars in thousands)											(dollars in thousands)
Cost of sales	$	172,941		$	142,264		$	30,677		21.6	%	$	204,023	$	144,290	$	59,733		41.4	%
% of total net sales		56.9	%		75.5	%
Gross profit	$	130,895		$	46,208		$	84,687		183.3	%	$	169,612	$	94,428	$	75,184		79.6	%
Gross margin		43.1	%		24.5	%

Gross profit as a percentage of net sales, gross margin, was ~~43.1%~~45.4% in the ~~2023~~2024 quarter compared to 24.5% in the 2022 quarter. Excluding the $3.8 million dollar benefit from a reduction of the surface flaking warranty reserve, gross margin for the 2023 quarter was 41.8%. Excluding Trex Commercial, gross margin for the 2022 quarter was 25.4%. The increase in gross margin in the 2023 quarter was the result of higher volume, cost out initiatives, and positive plant performance. The 2022 quarter was negatively impacted by our channel partners inventory drawdown to rightsize their inventories and additional costs as we restructured our operations for reduced production levels.

~~Selling, General and Administrative Expenses~~

   Three Months Ended September 30, $ Change    % Change
   2023 2022

   (dollars in thousands)
Selling, general and administrative expenses
   $ 44,532 $ 26,857 $ 17,675    65.8 %
% of total net sales
   14.7 % 14.2 %

~~Selling, general and administrative expenses increased $17.7 million~~39.6% in the 2023 quarter. The increase was primarily due to increased capacity utilization as our channel partners build appropriate inventories to support the decking/railing season and cost efficiency programs.

Selling, General and Administrative Expenses


	Three Months Ended March 31,						$ Change		% Change
	2024			2023			$ Change		% Change
	(dollars in thousands)
Selling, general and administrative expenses	$	50,600		$	37,480		$	13,120		35.0	%
% of total net sales		13.5	%		15.7	%

Selling, general and administrative expenses increased $13.1 million in the 2024 quarter. The increase primarily related to a ~~$10.6~~$8.7 million increase in personnel related expenses ~~including incentive compensation. The 2022 quarter included~~and a ~~$2.9 million reduction in incentive compensation related to restructuring of our operations to support our channel partner inventory drawdown. Other changes to the 2023 quarter included a $5.8~~$3.2 million increase in branding ~~expenses~~ and ~~a $1.5 million increase to other expenses.~~marketing program spend for newly launched products.

Provision for Income Taxes


	Three Months Ended September 30,						$ Change		% Change
	2023			2022								Three Months Ended March 31,				$ Change		% Change
												2024		2023
	(dollars in thousands)											(dollars in thousands)
Provision for income taxes	$	21,831		$	4,928		$	16,903		343.0	%	$	29,947	$	13,832	$	16,115		116.5	%
Effective tax rate		25.1	%		25.5	%

The effective tax rate for the 2024 quarter and the 2023 quarter ~~of 25.1%~~ was ~~comparable to the effective tax rate of 25.5% for the 2022 quarter.~~25.2%.

2319

Net Income and Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)¹ (dollars in thousands)

Reconciliation of net income (GAAP) to EBITDA ~~and EBITDA margin~~ (non-GAAP):

   Three Months
Ended
September 30,
2023    Three Months Ended September 30, 2022
   Trex Residential
and Consolidated    Trex
Residential    Trex
Commercial    Consolidated
Net Income (loss)
   $ 65,266    $ 15,287    $ (864 )    $ 14,423
Interest (income), net
   (734 )    —    —    —
Income tax expense (benefit)
   21,831    5,211    (283 )    4,928
Depreciation and amortization
   12,996    11,194    271    11,465








EBITDA
   $ 99,359    $ 31,692    $ (876 )    $ 30,816


	Three Months Ended March 31, 2024			Three Months Ended March 31, 2023
Net Income	$	89,070		$	41,131
Interest income (expense), net		(5	)		1,985
Income tax expense		29,947			13,832
Depreciation and amortization		14,154			11,914

EBITDA	$	133,166		$	68,862

   Three Months Ended September 30,    $ Change    % Change
   2023    2022

   (dollars in thousands)
Total EBITDA
   $ 99,359    $ 30,816    $ 68,543    222.4 %
Trex Residential EBITDA
   $ 99,359    $ 31,692    $ 67,667    213.5 %
Trex Commercial EBITDA
   N/A    $ (876 )    N/A    N/A


	Three Months Ended March 31,				$ Change		% Change
	2024		2023		$ Change		% Change
	(dollars in thousands)
EBITDA	$	133,166	$	68,862	$	64,304		93.4	%

~~Total~~ EBITDA increased ~~222.4%~~93.4% to ~~$99.4~~$133.2 million for the ~~2023~~2024 quarter compared to ~~$30.8~~$68.9 million for the ~~2022~~2023 quarter. The increase in EBITDA was driven primarily by an increase in net sales and gross profit.

LIQUIDITY AND CAPITAL RESOURCES

We finance operations and growth primarily with cash flows from operations, borrowings under our revolving credit facilities, operating leases and normal trade credit terms from operating activities. At March 31, 2024, we had $3.1 million of cash and cash equivalents.

S~~Nine Months Ended September 30, 2023 Compared To~~ ources and Uses of Cash. The ~~Nine Months Ended September 30, 2022~~

~~Net Sales~~following table summarizes our cash flows from operating, investing and financing activities (in thousands):

   Nine months Ended September 30,    $ Change    % Change
   2023    2022

   (dollars in thousands)
Total net sales
   $ 899,092    $ 913,950    $ (14,858 )    (1.6 )%
Trex Residential net sales
   $ 899,092    $ 878,892    $ 20,200    2.3 %
Trex Commercial net sales
   N/A    $ 35,058    N/A    N/A


	Three Months Ended March 31,
	2024			2023
Net cash used in operating activities	$	(174,044	)	$	(115,471	)
Net cash used in investing activities		(37,614	)		(39,192	)
Net cash provided by financing activities		212,752			146,254

Net increase (decrease) in cash and cash equivalents	$	1,094		$	(8,409	)

~~Total~~Operating Activities

Cash used in operations was $174 million during the first quarter of 2024 compared to cash used in operations of $115.5 million during the first quarter of 2023. The $58.5 million increase in cash used in operating activities was primarily related to an increase in accounts receivable and inventories. The increase in accounts receivable is primarily driven by the increase in net sales ~~decreased by $14.9 million, or 1.6%,~~ in the ~~2023 nine-month period~~first quarter of 2024 compared to the ~~2022 nine-month period.~~first quarter of 2023. Substantially all of the accounts receivables balances as of March 31, 2024 will be collected during the second quarter of 2024. The ~~reduction~~increase in ~~total net sales was~~inventories is the result of increased production in the ~~divesture~~first quarter of ~~Trex Commercial at~~2024 compared to the ~~end~~first quarter of ~~2022.~~2023. The ~~$20.2 million, or 2.3%,~~effects of the increase in ~~Trex Residential~~accounts receivable and inventory were offset, in part, by higher earnings and increases in accounts payable, accrued expenses, and income taxes payable.

Investing Activities

Capital expenditures in the 2024 quarter were $37.7 million primarily related to $21.7 million for the Arkansas manufacturing facility, $4.5 million in cost reduction initiatives, and $5.1 million in capacity expansion in our existing facilities and safety, environmental and general support.

Financing Activities

Net cash provided by financing activities in the 2024 quarter consisted primarily of net ~~sales was primarily due to the launch~~borrowings under our line of ~~premium performance products and their associated pricing designed to support the high end of the market.~~credit.

EBITDA represents net income before interest, income taxes, depreciation and amortization. EBITDA is not a measurement of financial performance under accounting principles generally accepted in the United States (GAAP). We have included data with respect to EBITDA because management believes it facilitates performance comparison between the Company and its competitors, and management evaluates the performance of its reportable segments using several measures, including EBITDA. Management considers EBITDA to be an important supplemental indicator of our core operating performance because it eliminates interest, income taxes, and depreciation and amortization charges to net income or loss. In relation to competitors, EBITDA eliminates differences among companies in capitalization and tax structures, capital investment cycles and ages of related assets. For these reasons, management believes that EBITDA provides important information regarding the operating performance of the Company and its reportable segments. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results prepared in accordance with GAAP and are not meant to be considered superior to or a substitute for our GAAP results.

2420

~~Gross Profit~~

   Nine months Ended September 30, $ Change    % Change
   2023 2022

   (dollars in thousands)
Cost of sales
   $ 517,321 $ 575,452 $ (58,131 )    (10.1 )%
% of total net sales
   57.5 % 63.0 %
Gross profit
   $ 381,771 $ 338,498 $ 43,273    12.8 %
Gross margin
   42.5 % 37.0 %

Gross profit as a percentage of net sales, gross margin, was 42.5% in the 2023 nine-month period compared to 37.0% in the 2022 nine-month period. Excluding Trex Commercial, gross margin for the 2022 quarter was 38.1%. The increase in the 2023 nine-month period was primarily the result of cost efficiencies, positive plant performance and materials management. The increase was partially offset by lower absorption due to reduced production and higher depreciation and utilities.

~~Selling, General and Administrative Expenses~~

   Nine months Ended September 30, $ Change    % Change
   2023 2022

   (dollars in thousands)
Selling, general and administrative expenses
   $ 133,694 $ 106,387 $ 27,307    25.7 %
% of total net sales
   14.9 % 11.6 %

Selling, general and administrative expenses increased $27.3 million in the 2023 nine-month period. The increase primarily related to a $19.9 million increase in personnel related expenses including incentive compensation, a $4.5 million increase in branding expenses, a $2.9 million increase in research and development expenses and other expenses.

~~Provision for Income Taxes~~

   Nine months Ended September 30, $ Change    % Change
   2023 2022

   (dollars in thousands)
Provision for income taxes
   $ 62,089 $ 57,665 $ 4,424    7.7 %
Effective tax rate
   25.3 % 24.8 %

~~The effective tax rate for the 2023 nine-month period of 25.3% was comparable to the effective tax rate of 24.8% for the 2022 nine-month period.~~

~~Net Income and Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)~~² ~~(dollars in thousands)~~

~~Reconciliation of net income (GAAP) to EBITDA and EBITDA margin~~ ~~(non-GAAP):~~

   Nine months Ended
September 30, 2023    Nine months Ended September 30, 2022
   Trex Residential
and Consolidated    Trex
Residential    Trex
Commercial    Consolidated
Net Income (loss)
   $ 183,433    $ 176,939    $ (2,390 )    $ 174,549
Interest expense (income), net
   2,555    (103 )    —    (103 )
Income tax expense (benefit)
   62,089    58,454    (789 )    57,665
Depreciation and amortization
   37,194    32,435    835    33,270








EBITDA
   $ 285,271    $ 267,725    $ (2,344 )    $ 265,381

   Nine months Ended September 30,    $ Change    % Change
   2023    2022

   (dollars in thousands)
Total EBITDA
   $ 285,271    $ 265,381    $ 19,890    7.5 %
Trex Residential EBITDA
   $ 285,271    $ 237,725    $ 47,546    20.0 %
Trex Commercial EBITDA
   N/A    $ (2,344 )    N/A    N/A

Total EBITDA increased 7.5% to $285.3 million for the 2023 nine-month period compared to $265.4 million for the 2022 nine-month period. The increase in EBITDA was driven primarily by an increase in 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. As of September 30, 2023 we had $4.6 million of cash and cash equivalents.

S~~ources and Uses of Cash.~~ ~~The following table summarizes our cash flows from operating, investing and financing activities (in thousands):~~

   Nine Months Ended September 30,
   2023    2022
Net cash provided by operating activities
   $ 288,225    $ 244,393
Net cash used in investing activities
   (112,920 )    (108,118 )
Net cash used in financing activities
   (182,986 )    (271,443 )




Net decrease in cash and cash equivalents
   $ (7,681)    $ (135,168 )

~~Operating Activities~~

Cash provided by operating activities was $288.2 million during the 2023 nine-month period compared to cash provided by operations of $244.4 million during the 2022 nine-month period. In general, the $43.8 million increase in cash provided by operating activities reflects higher earnings and reduced investment in working capital in the 2023 period. Specifically, cash provided by operating activities was impacted significantly by two offsetting factors, an increase in accounts receivable and a decrease in inventory.

The increase in accounts receivable in the 2023 period was primarily due to increased sales in the three months ended September 2023 compared to sales in the three months ended September 2022, and, to a lesser extent, a result of differences in payment terms offered to customers in 2023 compared to those offered in 2022. We expect substantially all of the accounts receivables balances as of September 30, 2023 will be collected during the fourth quarter of 2023.

The effect of the increase in accounts receivable was offset, in part, by a decrease in inventory in the 2023 nine-month period compared to an increase in inventory in the 2022 nine-month period. The increase in inventory in the 2022 period was a result of the decline in sales that occurred as our distribution partners met demand partially through inventory drawdowns. The decrease in inventory in the 2023 period reflects a return to more normal purchase patterns from our distribution partners.

~~Investing Activities~~

Capital expenditures in the 2023 nine-month period were $112.9 million primarily related to $65.1 million for the Arkansas manufacturing facility, $17.9 million in cost reduction initiatives, $12.2 million for our new corporate headquarters, and $9.5 million related to other capacity expansion, safety, environmental and general support.

~~Financing Activities~~

~~Net cash used in financing activities in the 2023 nine-month period consisted primarily of net borrowings under our line of credit and repurchases of our outstanding common stock.~~

Stock Repurchase Program. On February 16, 2018, the Trex Board of Directors adopted a stock repurchase program of up to 11.6 million shares of its outstanding common stock (Stock Repurchase Program). ~~The~~As of March 31, 2023, the Company has repurchased 10.1 million shares under the Stock Repurchase Program. On May 4, 2023, the Trex Board of Directors adopted a new stock repurchase program ~~(2023 Stock Repurchase Program)~~ of up to 10.8 million shares of its outstanding common stock, and terminated the existing Stock Repurchase Program. ~~The 2023 Stock Repurchase Program~~This repurchase program has no set expiration ~~date and 264,896~~date. During the three months ended March 31, 2024, the Company did not repurchase any shares ~~were repurchased~~of its common stock under the 2023 Stock Repurchase ~~Program as of September 30, 2023.~~Program.

~~Indebtedness on and after May~~Revolving Credit Facility ~~18, 2022 and prior to December~~ ~~22, 2022~~.

On May 18, 2022, the Company as borrower; Trex Commercial, as guarantor; BOA, as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer; Wells Fargo, as lender and Syndication Agent; Regions Bank, PNC Bank, National Association (PNC), and TD Bank, N.A. (TD)(each, a Lender and collectively, the Lenders), arranged by BofA Securities, Inc. as Sole Lead Arranger and Sole Bookrunner, entered into a Credit Agreement (Credit Agreement) with certain lending parties thereto (Lenders) to amend and restate the Fourth Amended and Restated Credit Agreement dated as of November 5, 2019.

The Company and BofA Securities as a sustainability coordinator, are entitled to establish specified key performance indicators (KPIs) with respect to certain environmental, social and governance targets of the Company and its subsidiaries. The sustainability coordinator and the Company may amend the Credit Agreement for the purpose of incorporating the KPIs and other related provisions, unless the Lenders object to such amendment on or prior to the date that is ten business days after the date on which such amendment is posted for review by the Lenders. Based on the performance of the Company and its subsidiaries against the KPIs, certain adjustments (increase, decrease or no adjustment) to otherwise applicable pricing will be made; provided that the amount of such adjustments shall not exceed certain aggregate caps as in the definitive loan documentation.

~~Indebtedness On and After December~~ ~~22, 2022~~. As of December 22, 2022, the Company entered into a First Amendment to the Credit Agreement (First Amendment) by and among the Company, as borrower, the guarantors party thereto; BOA, as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer; TD as lender and Syndication Agent; Regions Bank, PNC, and Wells Fargo (each, a Lender and collectively, the Lenders), arranged by BofA Securities as Sole Lead Arranger and Sole Bookrunner, amending that certain Credit Agreement dated as of May 18, 2022, by and among the Company, as borrower, the guarantors party thereto, BOA, as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer and the other lenders identified therein (as so amended, the “Credit Agreement”). The First Amendment removes Trex Commercial as a guarantor to any and all indebtedness under the Credit Agreement. As a part of the First Amendment, the Credit Agreement was amended and restated to provide for an additional Revolving B Loan (as hereinafter defined).

At ~~September 30, 2023,~~March 31, 2024, we had ~~$56.5~~$223 million in outstanding borrowings under the revolving credit facility and borrowing capacity under the facility of ~~$493.5~~$327 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, 2023.~~March 31, 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 Residential~~ manufacturing facility located in Little Rock, ~~Arkansas. The new campus will sit~~Arkansas, on approximately 300 acres of land ~~and~~that will address increased demand for Trex ~~Residential~~ outdoor living products. The development approach and related expenditures for the new campus will be modular and calibrated to demand trends for Trex ~~Residential~~ outdoor living products. ~~Construction began on~~Our capital expenditure guidance for 2024 is $210 million to $230 million and includes estimated expenditures for the ~~new~~development of the Arkansas facility in the second quarter 2022, and in July 2022, the Company entered into a design-build agreement. As previously announced, the Company anticipates spending approximately $400 million on the facility and the budget for the design-build agreement is contained within this amount.2024. Construction for the new facility will be funded primarily through the Company’s ongoing cash generation or its line of credit.

~~Our capital expenditure guidance for 2023 is $145 million to $155 million.~~ In addition to the construction of ~~our third~~the Arkansas facility, ~~located in Arkansas,~~ 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~~.Channels. We sell our ~~Trex Residential~~ decking and railing products through a tiered distribution system. We have over 50 distributors worldwide and two national retail merchandisers to which we sell our products. The distributors in turn sell the products to dealers and retail locations who in turn sell the products to end users. Significant increases in inventory levels in the distribution channel without a corresponding change in end-use demand could have an adverse effect on future sales.

Product Warranty. ~~The Company warrants~~We warrant that for the applicable warranty period ~~its Trex Residential~~our products, when properly installed, used and maintained, will be free from material defects in workmanship and materials and ~~its~~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. ~~The Company~~We further ~~warrants~~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, ~~the Company has~~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. ~~The Company~~We further ~~warrants~~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, ~~the company has~~we have an obligation either to replace the defective product or refund the purchase price.

~~Trex Residential continues~~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 future claims experience. 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 ~~decking~~ products manufactured at ~~its~~our Nevada facility prior to 2007 that exhibit surface flaking and ~~maintains~~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, ~~the Company utilizes~~we utilize actuarial techniques to ~~determine a reasonable possible range~~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 to determine its best estimate of future claims for which to record a related liability.~~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.

~~The Company monitors~~

We monitor surface flaking claims activity each quarter for indications that ~~its~~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 ~~the Company’s~~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.

Average cost per claim experienced in the nine months ended September 30, 2023 was lower than that experienced in the nine months ended September 30, 2022, which was elevated due to the closure of three large claims, and lower than the Company’s expectations for 2023. The number of incoming claims received in the ~~nine~~three months ended ~~September 30, 2023~~March 31, 2024, was lower than the number of claims received in the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, and lower than ~~the Company’s~~our expectations for 2023. After evaluating the declining trend in incoming claims in its actuarial analysis, the Company decreased its estimate of the number of future claims to be settled with payment. As a result of the decrease in estimated future claims,2024. Average cost per claim experienced in the ~~three-month period~~three months ended ~~September 30,~~March 31, 2024, was lower than that experienced in the three months ended March 31, 2023 ~~the Company recorded a reduction of $3.8 million to its warranty reserve~~and lower than our expectations for ~~the future settlement of surface flaking claims. The Company believes~~2024. We believe the reserve at ~~September 30, 2023~~March 31, 2024 is sufficient to cover future surface flaking obligations.

~~The Company’s~~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 ~~the Company’s~~our financial condition, results of operations or cash flows. ~~The Company estimates~~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. ~~The Company estimates~~We estimate that a 10% change in the expected number of remaining claims to be settled with payment or the expected cost to settle claims may result in approximately a ~~$1.1~~$1.0 million change in the surface flaking warranty reserve.

~~The Company also maintains a warranty reserve for the settlement of other residential product warranty claims and records the provision at the time of product sale.~~

The following table details surface flaking claims activity related to our warranty:


	Nine Months Ended September 30,						Three Months Ended March 31,
	2023			2022			2024			2023
Claims open, beginning of period		1,729			1,759			1,695			1,729
Claims received (1)		451			507			69			81
Claims resolved (2)		(453	)		(506	)		(65	)		(81	)

Claims open, end of period		1,727			1,760			1,699			1,729

Average cost per claim (3)	$	3,977		$	5,200		$	3,460		$	4,114

(1)	Claims received include new claims received or identified during the period.

(2)	Claims resolved include all claims settled with or without payment and closed during the period.

(3)	Average cost per claim represents the average settlement cost of claims closed with payment during the period.

Seasonality. The operating results for Trex ~~Residential~~ have historically varied from quarter to quarter. Seasonal, erratic or prolonged adverse weather conditions in certain geographic regions 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 ~~Residential~~ has historically offered incentive programs to its distributors and dealers to build inventory levels before the start of the prime deck-building season in order to ensure adequate availability of its product to meet anticipated seasonal consumer demand. The seasonal effects are often offset by the positive effect of the incentive programs.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

For information regarding our exposure to certain market risks, see “Quantitative and Qualitative Disclosures about Market Risk,” in Part II, Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023. There were no material changes to the Company’s market risk exposure during the ~~nine~~three months ended ~~September 30, 2023.~~March 31, 2024.

Item 4.

Controls and Procedures

The Company’s management, with the participation of its President and Chief Executive Officer, ~~(the~~who is the Company’s principal executive ~~officer)~~officer, and its ~~Acting~~Senior Vice President and Chief Financial Officer, ~~(the~~who is the Company’s principal financial ~~officer),~~officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of ~~September 30, 2023.~~March 31, 2024. Based on this evaluation, the President and Chief Executive Officer and the ~~Acting~~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 three-month period ended ~~September 30, 2023,~~March 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

3024

PART II

OTHER INFORMATION

Item 1.

Legal Proceedings

~~Item 1A.~~

~~Risk Factors~~

~~Since December 31, 2022, there have been no material changes to the risk factors previously disclosed under the heading “Risk Factors” in our Annual Report on Form~~ ~~10-K~~ ~~for the year ended December 31, 2022. You should carefully consider the risk factors in our Annual Report on Form~~ ~~10-K~~ for the year ended December 31, 2022 and our other filings made with the SEC. You should be aware that such risk factors and other information may not describe every risk we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

(c) The following table provides information relating to the purchases of our common stock during the three months ended ~~September 30, 2023~~March 31, 2024 in accordance with Item 703 of Regulation

S-K:

Period
   (a)
Total Number of
Shares (or Units)
Purchased (1)    (b)
Average Price Paid
per Share (or Unit)
($)    (c)
Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs (2)    (d)
Maximum number of
Shares (or Units) that
May Yet Be
Purchased Under the
Plan or Program
July 1, 2023 – July 31, 2023
   —    —    —    10,535,104
August 1, 2023 – August 31, 2023
   3,454    $ 75.95    —    10,535,104
September 1, 2023 – September 30, 2023
   686    $ 72.75    —    10,535,104








Quarterly period ended September 30, 2022
   4,140       —


Period	(a) Total Number of Shares (or Units) Purchased (1)		(b) Average Price Paid per Share (or Unit) ($)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (2)		(d) Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plan or Program
January 1, 2024 – January 31, 2024		—		—		—		10,535,104
February 1, 2024 – February 29, 2024		12,588	$	90.30		—		10,535,104
March 1, 2024 – March 31, 2024		42,515	$	94.53		—		10,535,104

Quarterly period ended March 31, 2024		55,103				—

(1)

During the three months ended ~~September 30, 2023, 4,140~~March 31, 2024, 55,103 shares were withheld by, or delivered to, the Company pursuant to provisions in agreements with recipients of restricted stock granted under the ~~Trex~~Company’s 2014 and 2023 Stock Incentive Plan allowing the Company to withhold, or the recipient to deliver to the Company, the number of shares having the fair value equal to tax withholding due.

(2)

On May 4, 2023, the Trex Board of Directors adopted a new stock repurchase program ~~(2023 Stock Repurchase Program)~~ of up to 10.8 million shares of its outstanding common stock, and terminated the existing Stock Repurchase Program. This repurchase program has no set expiration date and no shares were repurchased under the program during the three months ended March 31, 2024.

Item 5.

Other Information

Submission of Matters to a Vote of Security Holders

Trex held its Annual Meeting of Stockholders on May 7, 2024. Only holders of Trex common stock at the close of business on March 11, 2024 (Record Date) were entitled to vote at the Annual Meeting. As of the Record Date, there were 108,687,117 shares of ~~its outstanding~~ common stock ~~and terminated~~entitled to vote. A total of 99,835,270 shares of common stock (91.86%), constituting a quorum, were represented in person or by valid proxies at the ~~existing Stock Repurchase Program.~~ Annual Meeting.

The ~~2023 Stock Repurchase Program has no~~stockholders voted on three proposals at the Annual Meeting. The proposals are described in detail in the Company’s definitive proxy statement dated March 25, 2024. The final results for the votes regarding each proposal are set ~~expiration date and 264,896 shares were repurchased under the 2023 Stock Repurchase Program as of September 30, 2023.~~

~~Item 5.~~

~~Other Information~~

~~Amended and Restated~~ ~~By-Laws~~ ~~of the Company dated October~~ ~~25, 2023.~~ ~~On October 25, 2023~~forth below.

Proposal 1:

Trex stockholders elected four directors to the Board to serve for a three-year term until the 2027 annual meeting of ~~Directors~~stockholders and until their successors are duly elected and qualified. The votes regarding this proposal were as follows:


	For		Against		Abstain		Broker Non-Votes
James E. Cline		84,323,526		8,046,900		93,358		7,371,486
Gena C. Lovett		90,639,582		1,566,880		257,322		7,371,486
Melkeya McDuffie		91,145,150		1,061,132		257,502		7,371,486
Patricia B. Robinson		85,029,285		7,343,772		90,727		7,371,486

Table of Contents

Proposal 2:

Trex stockholders approved, on an advisory basis, the ~~Company approved and adopted amendments to Article IV, Section 1 and Article V, Section 2.(b)~~compensation of the Company’s ~~Amended and Restated~~ ~~By-laws,~~ ~~effective immediately, to grant authority to~~executive officers named in the Chief Executive Officer to appoint officers of the Corporation at the level of Vice-President or below and to fill any vacancy among such officers, any such appointment to be reported to the Board of Directors no later than the next regular meeting of the Board of Directors after such action is taken.

~~A copy of the Amended and Restated~~ ~~By-Laws,~~ ~~as amended October 25, 2023, is attached as Exhibit 3.3 hereto and is incorporated by reference.~~

~~Appointment of Adam D. Zambanini as Executive Vice President and Chief Operating Officer.~~ On October 25, 2023, our Board of Directors appointed Adam Zambanini to serve as our Executive Vice President and Chief Operating Officer. Mr. Zambanini, age 46, previously served as President of Trex Residential Products since July 2018. There was no change to Mr. Zambanini’s compensation, and the information related to Mr. Zambanini’s compensation set forth in ourCompany’s definitive proxy statement ~~filed on Schedule 14A on~~dated March ~~21, 2023 is incorporated herein by reference.~~

25, 2024. The votes regarding this proposal were as follows:


For	Against	Abstain	Broker Non-Votes
85,747,668	6,605,124	110,992	7,371,486

Proposal 3:

Trex stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2024. The votes regarding this proposal were as follows:


For	Against	Abstain	Broker Non-Votes
95,797,073	3,997,128	61,069	—

Insider Trading Arrangements

During the quarter ended March 31, 2024, none of our directors or officers (as defined in Rule

16a-1(f)

of the Exchange Act) adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule

10b5-1(c)

of the Exchange Act or any

non-Rule

10b5-1

trading arrangement (as defined in Item 408(c) of Regulation

S-K).

Item 6.

Exhibits

See Exhibit Index at the end of the Quarterly Report on Form

10-Q

for the information required by this Item which is incorporated by reference.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	TREX COMPANY, INC.

Date: ~~October 30, 2023~~May 9, 2024	By:	/s/ ~~Bryan H. Fairbanks~~Brenda K. Lovcik
		~~Bryan H. Fairbanks~~Brenda K. Lovcik
		Senior Vice President and Chief ~~Executive~~Financial Officer
		(Duly Authorized Officer and Principal Financial Officer)

EXHIBIT INDEX

Incorporated by reference

Exhibit
Number

Description

Form

Exhibit

Filing Date

File No.

3.1 Restated Certificate of Incorporation of Trex Company, Inc. dated July 28, 2021.    10-Q    3.6    August 2, 2021    001-14649
3.2 First Certificate of Amendment to the Restated Certificate of Incorporation of Trex Company, Inc. dated May 5, 2022.    10-Q    3.2    May 9, 2022    001-14649
3.3* Amended and Restated By-Laws of the Company dated October 25, 2023.
10.1** Trex Company, Inc. 2023 Stock Incentive Plan.    10-Q    10.1    May 8, 2023    001-14649
10.2** Trex Company, Inc. Amended and Restated 1999 Incentive Plan for Outside Directors as amended on July 26, 2023.    10-Q    10.2    July 31, 2023    001-14649
10.3** Form of Trex Company, Inc. 2023 Stock Incentive Plan Stock Appreciation Rights Agreement.    10-Q    10.3    July 31, 2023    001-14649
10.4** Form of Trex Company, Inc. 2023 Stock Incentive Plan Time-Based Restricted Stock Unit Agreement.    10-Q    10.4    July 31, 2023    001-14649
10.5** Form of Trex Company, Inc. 2023 Stock Incentive Plan Performance-Based Restricted Stock Unit Agreement.    10-Q    10.5    July 31, 2023    001-14649
10.6** Form of Trex Company, Inc. Amended and Restated 1999 Incentive Plan for Outside Directors Restricted Stock Unit Agreement.    10-Q    10.6    July 31, 2023    001-14649
10.7** Amended and Restated Severance Agreement dated July 31, 2023 by and between Trex Company, Inc. and Bryan H. Fairbanks.    10-Q    10.7    July 31, 2023    001-14649
10.8** Form of Severance Agreement between Trex Company, Inc. and Officers other than the Chief Executive Officer.    10-Q    10.8    July 31, 2023    001-14649
31.1* Certification of Chief Executive Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2* Certification of Chief Financial Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32*** Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350).
101.INS* Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.

~~Incorporated by reference~~

~~Exhibit~~

~~Number~~

~~Description~~

~~Form~~

~~Exhibit~~

~~Filing Date~~

~~File No.~~

~~104.1~~

~~Cover Page Interactive Data File—The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.~~

Incorporated by reference

Exhibit

Number

Description

Form

Exhibit

Filing Date

File No.

3.1

Restated Certificate of Incorporation of Trex Company, Inc. dated July 28, 2021.

10-Q

3.6

August 2, 2021

001-14649

3.2

First Certificate of Amendment to the Restated Certificate of Incorporation of Trex Company, Inc. dated May 5, 2022

10-Q

3.2

May 9, 2022

001-14649

3.3

Amended and Restated By-Laws of the Company dated February 21, 2024

10-K

3.3

February 26, 2024

001-14649

31.1*

Certification of Chief Executive Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.2*

Certification of Chief Financial Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

32***

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350).

101.INS*

Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*

Inline XBRL Taxonomy Extension Schema Document.

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104.1

Cover Page Interactive Data File—The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

*	Filed herewith.

**	Management contract or compensatory plan or agreement.

***	Furnished herewith.


	Three Months Ended September 30,					Nine Months Ended September 30,
	2023			2022		2023		2022
Net sales	$	303,836		$	188,472	$	899,092	$	913,950
Cost of sales		172,941			142,264		517,321		575,452

Gross profit		130,895			46,208		381,771		338,498
Selling, general and administrative expenses		44,532			26,857		133,694		106,387

Income from operations		86,363			19,351		248,077		232,111
Interest (income) expense, net		(734	)		—		2,555		(103	)

Income before income taxes		87,097			19,351		245,522		232,214
Provision for income taxes		21,831			4,928		62,089		57,665

Net income	$	65,266		$	14,423	$	183,433	$	174,549

Basic earnings per common share	$	0.60		$	0.13	$	1.69	$	1.55

Basic weighted average common shares outstanding		108,583,009			110,140,496		108,707,699		112,609,684

Diluted earnings per common share	$	0.60		$	0.13	$	1.69	$	1.55

Diluted weighted average common shares outstanding		108,702,495			110,300,017		108,829,374		112,787,994

Comprehensive income	$	65,266		$	14,423	$	183,433	$	174,549


Maturities of operating lease liabilities
2023	$	1,893
2024		7,386
2025		5,552
2026		4,851
2027		4,446
Thereafter		4,845

Total lease payments		28,973
Less imputed interest		(1,367	)

Total operating lease liabilities	$	27,606


Three Months Ended September 30, 2023
	Trex Residential and Consolidated
Timing of Revenue Recognition and Type of Contract
Products transferred at a point in time and variable consideration contracts	$	303,836

	$	303,836


Three Months Ended September 30, 2022	Reportable Segment
	Trex Residential		Trex Commercial		Total
Timing of Revenue Recognition and Type of Contract
Products transferred at a point in time and variable consideration contracts	$	177,776	$	—	$	177,776
Products transferred over time and fixed price contracts		—		10,696		10,696

	$	177,776	$	10,696	$	188,472


Nine months Ended September 30, 2023
	Trex Residential and Consolidated
Timing of Revenue and Type of Contract
Products transferred at a point in time and variable consideration contracts	$	899,092

	$	899,092


	Three Months Ended September 30, 2023		Three Months Ended September 30, 2022
	Trex Residential and Consolidated		Trex Residential		Trex Commercial			Consolidated
Net sales	$	303,836	$	177,776	$	10,696		$	188,472
Net Income (loss)	$	65,266	$	15,287	$	(864	)	$	14,423
EBITDA	$	99,359	$	31,692	$	(876	)	$	30,816
Depreciation and amortization	$	12,996	$	11,194	$	271		$	11,465
Income tax expense (benefit)	$	21,831	$	5,211	$	(283	)	$	4,928
Capital expenditures	$	30,563	$	41,403	$	154		$	41,557
Total assets	$	996,812	$	802,926	$	38,972		$	841,898


	Nine months Ended September 30, 2023		Nine months Ended September 30, 2022
	Trex Residential and Consolidated		Trex Residential		Trex Commercial			Consolidated
Net sales	$	899,092	$	878,892	$	35,058		$	913,950
Net Income (loss)	$	183,433	$	176,939	$	(2,390	)	$	174,549
EBITDA	$	285,271	$	267,725	$	(2,344	)	$	265,381
Depreciation and amortization	$	37,194	$	32,435	$	835		$	33,270
Income tax expense (benefit)	$	62,089	$	58,454	$	(789	)	$	57,665
Capital expenditures	$	112,920	$	107,937	$	226		$	108,163
Total assets	$	996,812	$	802,926	$	38,972		$	841,898


	Nine months Ended September 30, 2023		Nine months Ended September 30, 2022
	Trex Residential and Consolidated		Trex Residential			Trex Commercial			Consolidated
Net Income (loss)	$	183,433	$	176,939		$	(2,390	)	$	174,549
Interest expense (income), net		2,555		(103	)		—			(103	)
Income tax expense (benefit)		62,089		58,454			(789	)		57,665
Depreciation and amortization		37,194		32,435			835			33,270

EBITDA	$	285,271	$	267,725		$	(2,344	)	$	265,381


	Three Months Ended September 30, 2023			Three Months Ended September 30, 2022
	Trex Residential and Consolidated			Trex Residential		Trex Commercial			Consolidated
Net Income (loss)	$	65,266		$	15,287	$	(864	)	$	14,423
Interest (income), net		(734	)		—		—			—
Income tax expense (benefit)		21,831			5,211		(283	)		4,928
Depreciation and amortization		12,996			11,194		271			11,465

EBITDA	$	99,359		$	31,692	$	(876	)	$	30,816


	Nine months Ended September 30, 2023		Nine months Ended September 30, 2022
	Trex Residential and Consolidated		Trex Residential			Trex Commercial			Consolidated
Net Income (loss)	$	183,433	$	176,939		$	(2,390	)	$	174,549
Interest expense (income), net		2,555		(103	)		—			(103	)
Income tax expense (benefit)		62,089		58,454			(789	)		57,665
Depreciation and amortization		37,194		32,435			835			33,270

EBITDA	$	285,271	$	267,725		$	(2,344	)	$	265,381


Period	(a) Total Number of Shares (or Units) Purchased (1)		(b) Average Price Paid per Share (or Unit) ($)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (2)		(d) Maximum number of Shares (or Units) that May Yet Be Purchased Under the Plan or Program
July 1, 2023 – July 31, 2023		—		—		—		10,535,104
August 1, 2023 – August 31, 2023		3,454	$	75.95		—		10,535,104
September 1, 2023 – September 30, 2023		686	$	72.75		—		10,535,104

Quarterly period ended September 30, 2022		4,140				—

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company