Edgar Filing: TREX CO INC

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Table of Contents

Table of Contents

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Table of Contents

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Table of Contents

Table of Contents

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Table of Contents

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Table of Contents

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2012

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

For the transition period from to

Commission File Number: 001-14649

Trex Company, Inc.

(Exact name of registrant as specified in its charter)


Delaware		54-1910453
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

160 Exeter Drive Winchester, Virginia		22603-8605
(Address of principal executive offices)		(Zip Code)

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)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 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 x

The number of shares of the registrant’s common stock, par value $.01 per share, outstanding at October 23, 2012 was 16,937,942 shares.

TREX COMPANY, INC.

INDEX


		Page

PART I FINANCIAL INFORMATION

Item 1.	Financial Statements		1

	Condensed Consolidated Balance Sheets as of September 30, 2012 (unaudited) and December 31, 2011		1

	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2012 (unaudited) and 2011		2

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2012 (unaudited) and 2011		3

	Notes to Condensed Consolidated Financial Statements (unaudited)		4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		11

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		15

Item 4.	Controls and Procedures		15

PART II OTHER INFORMATION

Item 6.	Exhibits		16

PART I

FINANCIAL INFORMATION

Item 1.

Financial Statements

TREX COMPANY, INC.

Condensed Consolidated Balance Sheets

(In thousands)


	September 30, 2012			December 31, 2011
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	2,500		$	4,526
Restricted cash		—			37,000
Accounts receivable, net		32,813			29,192
Inventories		8,601			28,896
Prepaid expenses and other assets		1,680			2,118
Income taxes receivable		663			322

Total current assets		46,257			102,054

Property, plant, and equipment, net		106,512			115,212
Goodwill and other intangibles		10,552			10,558
Other assets		1,104			266

Total assets	$	164,425		$	228,090

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	9,704		$	11,892
Accrued expenses		19,671			16,187
Accrued warranty		7,500			6,000
Deferred income taxes		124			124
Line of credit		2,000			—
Current portion of long-term debt		—			86,425

Total current liabilities		38,999			120,628

Deferred income taxes		2,819			2,819
Non-current accrued warranty		24,080			10,345
Other long-term liabilities		320			1,799

Total liabilities		66,218			135,591

Stockholders’ equity:
Preferred stock, $0.01 par value, 3,000,000 shares authorized; none issued and outstanding		—			—
Common stock, $0.01 par value, 40,000,000 shares authorized; 16,932,088 and 15,602,132 shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively		169			156
Additional paid-in capital		99,241			99,885
Retained deficit		(1,203	)		(7,542	)

Total stockholders’ equity		98,207			92,499

Total liabilities and stockholders’ equity	$	164,425		$	228,090

See Accompanying Notes to Condensed Consolidated

Financial Statements (Unaudited).

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,
	2012			2011			2012		2011
Net sales	$	70,819		$	67,916		$	261,199	$	215,328
Cost of sales		68,673			50,644			190,043		151,484

Gross profit		2,146			17,272			71,156		63,844
Selling, general and administrative expenses		15,836			12,991			55,304		47,012

Income (loss) from operations		(13,690	)		4,281			15,852		16,832
Interest expense, net		153			4,795			8,863		12,769

Income (loss) before income taxes		(13,843	)		(514	)		6,989		4,063
Provision (benefit) for income taxes		469			(18	)		650		(2,604	)

Net income (loss)	$	(14,312	)	$	(496	)	$	6,339	$	6,667

Basic earnings (loss) per common share	$	(0.86	)	$	(0.03	)	$	0.40	$	0.43

Basic weighted average common shares outstanding		16,677,159			15,427,437			15,910,300		15,373,132

Diluted earnings (loss) per common share	$	(0.86	)	$	(0.03	)	$	0.37	$	0.41

Diluted weighted average common shares outstanding		16,677,159			15,427,437			17,011,706		16,461,674

Comprehensive income (loss)	$	(14,312	)	$	(496	)	$	6,339	$	6,851

See Accompanying Notes to Condensed Consolidated

Financial Statements (Unaudited).

TREX COMPANY, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)


	Nine Months Ended September 30,
	2012			2011
Operating Activities
Net income	$	6,339		$	6,667
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		12,901			14,785
Debt discount amortization		5,450			7,133
Loss on extinguishment of debt		—			621
Stock-based compensation		2,583			2,390
Deferred income taxes		—			191
Loss on disposal of property, plant and equipment		1,909			3
Other non-cash adjustments		(314	)		(127	)
Changes in operating assets and liabilities:
Accounts receivable		(3,597	)		38,861
Inventories		20,296			(3,972	)
Prepaid expenses and other assets		86			(209	)
Accounts payable		(2,188	)		(5,153	)
Accrued expenses and other liabilities		16,559			(19,750	)
Income taxes receivable/payable		352			(277	)

Net cash provided by operating activities		60,376			41,163

Investing Activities
Expenditures for property, plant and equipment		(5,642	)		(6,160	)
Proceeds from sales of property, plant and equipment		3			28
Purchase of acquired company, net of cash acquired		(11	)		(2,010	)
Notes receivable, net		87			72

Net cash used in investing activities		(5,563	)		(8,070	)

Financing Activities
Financing costs		(750	)		—
Principal payments under mortgages and notes		(91,875	)		(2,542	)
Borrowings under line of credit		80,700			—
Principal payments under line of credit		(78,700	)		—
Repurchases of convertible notes		—			(5,882	)
Change in restricted cash		37,000			—
Repurchases of common stock		(3,785	)		(3,068	)
Proceeds from employee stock purchase and option plans		571			1,345

Net cash used in financing activities		(56,839	)		(10,147	)

Net increase (decrease) in cash and cash equivalents		(2,026	)		22,946
Cash and cash equivalents at beginning of period		4,526			27,270

Cash and cash equivalents at end of period	$	2,500		$	50,216

Supplemental Disclosure:
Cash paid for interest, net of capitalized interest	$	5,771		$	6,347
Cash paid for income taxes, net	$	384		$	649

See Accompanying Notes to Condensed Consolidated

Financial Statements (Unaudited).

TREX COMPANY, INC.

Notes to Condensed Consolidated Financial Statements

For the Nine Months Ended September 30, 2012 and 2011

(Unaudited)

1.	BUSINESS AND ORGANIZATION

Trex Company, Inc. (the “Company”) is the largest manufacturer of wood-alternative decking and railing products, which are marketed under the brand name Trex^®. The Company is incorporated in Delaware. The principal executive offices are located at 160 Exeter Drive, Winchester, Virginia 22603, and the telephone number at that address is (540) 542-6300. The Company operates in one business segment.

2.	BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the accompanying condensed consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal and recurring adjustments) considered necessary for a fair presentation have been included in the accompanying condensed consolidated financial statements. The consolidated results of operations for the nine months ended September 30, 2012 are not necessarily indicative of the results that may be expected for the full fiscal year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of December 31, 2011 and 2010 and for each of the three years in the period ended December 31, 2011 included in the annual report of Trex Company, Inc. on Form 10-K, as filed with the Securities and Exchange Commission.

The Company’s critical accounting policies are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

In 2011, the Company completed the acquisition of substantially all of the assets of Iron Deck Corporation, a manufacturer of steel deck-framing systems located in Denver, Colorado, for approximately $2 million in cash plus the assumption of certain liabilities. As a result of the acquisition, the Company recorded an increase of $3.7 million to Goodwill. The provisions of the purchase agreement allow for future payments contingent upon certain future sales targets. The contingent payments were estimated as purchase consideration at the acquisition date and may be revised if actual sales differ from projected sales. As a result of decreased near-term sales projections of steel deck-framing systems, the Company reduced its provision for future contingent payments and recorded a $1.4 million benefit to selling, general and administrative expenses in the three months ended September 30, 2012.

3.	NEW ACCOUNTING STANDARDS

Accounting Pronouncements Recently Adopted

In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income.” ASU 2011-05 requires the components of net income and other comprehensive income to be either presented in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements. An entity is also required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU No. 2011-05,” which defers the effective date for the portion of ASU 2011-05 that pertains to the presentation of reclassification adjustments out of accumulated other comprehensive income. While ASU 2011-05 changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. The Company adopted ASU 2011-05 effective January 1, 2012. As this guidance only amends the presentation of the components of comprehensive income, the adoption did not have an impact on the Company’s consolidated financial position or results of operations.

4.	INVENTORIES

Inventories, at LIFO (last-in, first-out) value, consist of the following (in thousands):


	September 30, 2012			December 31, 2011
Finished goods	$	16,137		$	29,980
Raw materials		19,275			27,134

Total FIFO inventories		35,412			57,114
Reserve to adjust inventories to LIFO value		(26,811	)		(28,218	)

Total LIFO inventories	$	8,601		$	28,896

Due to the liquidation of certain inventories, a portion of the Company’s cost of sales is based on prior year costs rather than current year costs. As a result, the Company recognized benefits of $0.5 million and $1.4 million during the three and nine months ended September 30, 2012, respectively.

An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs. 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.

5.	PROPERTY, PLANT AND EQUIPMENT

During the three months ended September 30, 2012, the Company determined that certain manufacturing equipment rendered obsolete due to improvements in technology would not be employed in its manufacturing process in the future. As a result, the Company recorded a $1.9 million pre-tax charge related to the disposal of the assets.

6.	ACCRUED EXPENSES

Accrued expenses consist of the following (in thousands):


	September 30, 2012		December 31, 2011
Accrued compensation and benefits	$	9,069	$	2,116
Accrued sales and marketing		4,473		5,831
Accrued rent obligations		2,035		1,821
Accrued interest		26		2,807
Other		4,068		3,612

Total accrued expenses	$	19,671	$	16,187

DEBT

Long-term debt consists of the following (in thousands):


	September 30, 2012		December 31, 2011
Convertible notes	$	—	$	91,875
Less unamortized debt discount		—		(5,450	)

		—		86,425
Less current portion		—		(86,425	)

Total long-term debt	$	—	$	—

The Company’s outstanding debt consists of a revolving credit facility.

Revolving Credit Facility. On January 6, 2012, the Company entered into an Amended and Restated Credit Agreement (the “Revolving Credit Facility”) with BB&T, Wells Fargo Capital Finance, LLC and BB&T Capital Markets (the “Lenders”). Under the Amended Credit Agreement, the Lenders agreed to provide the Company with one or more revolving loans in a collective maximum principal amount of $100,000,000. The Revolving Credit Facility replaces the previous revolving credit facility in its entirety. Amounts drawn under the Revolving Credit Facility are subject to a borrowing base consisting of certain accounts receivables, inventories, machinery and equipment and real estate.

At September 30, 2012, the Company had $2.0 million of outstanding borrowings under its revolving credit facility and additional available borrowing capacity of approximately $59.3 million.

Convertible Notes Offering. On July 2, 2012 the Company repaid the $91.9 million principal balance on the notes and, in accordance with the conversion feature of the notes, issued 1,061,745 shares of common stock to the note-holders.

Interest expense relating to the Company’s convertible notes for the three and nine months ended September 30, 2012 and 2011 is as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Interest expense at coupon rate (6.0%)	$	—	$	1,422	$	2,756	$	4,347
Non-cash interest in accordance with ASC 470		—		2,488		5,450		7,133

Total interest expense recognized on convertible debt instruments	$	—	$	3,910	$	8,206	$	11,480

Compliance with Debt Covenants and Restrictions. The Company’s ability to make scheduled principal and interest payments and to borrow and repay amounts under any outstanding revolving credit facility, and continue to comply with any loan covenants depends primarily on the Company’s ability to generate sufficient cash flow from operations.

As of September 30, 2012, the Company was in compliance with all of the covenants contained in its debt agreements. Failure to comply with the loan covenants might cause lenders to accelerate the repayment obligations under the credit facility, which may be declared payable immediately based on a default.

8.	FINANCIAL INSTRUMENTS

The Company considers the recorded value of its financial assets and liabilities, consisting primarily of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses and other current liabilities to approximate the fair value of the respective assets and liabilities at September 30, 2012 and December 31, 2011.

9.	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,
	2012			2011			2012		2011
Numerator:
Net income (loss) available to common shareholders	$	(14,312	)	$	(496	)	$	6,339	$	6,667

Denominator:
Basic weighted average shares outstanding		16,677,159			15,427,437			15,910,300		15,373,132
Effect of dilutive securities:
SARs and options		—			—			421,539		480,297
Convertible notes		—			—			643,978		562,139
Restricted stock		—			—			35,889		46,106

Diluted weighted average shares outstanding		16,677,159			15,427,437			17,011,706		16,461,674

Basic earnings (loss) per share	$	(0.86	)	$	(0.03	)	$	0.40	$	0.43

Diluted earnings (loss) per share	$	(0.86	)	$	(0.03	)	$	0.37	$	0.41

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. For the three months ended September 30, 2012 and 2011, 342,342 and 308,037 shares of restricted stock and stock options, respectively, and 941,914 and 1,172,011 stock appreciation rights, respectively, were excluded from the computation of diluted earnings per share because the effect would be anti-dilutive. For the nine months ended September 30, 2012 and 2011, 201,626 and 219,071 shares of restricted stock and stock options, respectively, and 418,694 and 434,719 stock appreciation rights, respectively, were excluded from the computation of diluted earnings per share because the effect would be anti-dilutive.

10.

STOCK-BASED COMPENSATION

The Company has one stock-based compensation plan, the 2005 Stock Incentive Plan (the “2005 Plan”), which was amended by its shareholders on May 7, 2008. The 2005 Plan is administered by the Compensation Committee of the Company’s Board of Directors. Stock-based compensation is granted to officers, directors and certain key employees in accordance with the provisions of the 2005 Plan. The 2005 Plan provides for grants of stock options, stock appreciation rights (“SARs”), restricted stock and performance share awards. As of September 30, 2012, the total aggregate number of shares of the Company’s common stock that may be issued under the 2005 Plan is 3,150,000.

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 months ended September 30, 2012 and 2011, respectively, the assumptions shown in the following table were used:


	Nine Months Ended September 30,
	2012			2011
Weighted-average fair value of grants	$	14.11		$	14.33
Dividend yield		0	%		0	%
Average risk-free interest rate		0.8	%		2.0	%
Expected term (years)		5			5
Expected volatility		66	%		65	%

The following table summarizes the Company’s stock-based compensation grants for the nine months ended September 30, 2012:


	Stock Awards Granted		Weighted-Average Grant Price Per Share
Stock appreciation rights		100,740	$	25.73
Restricted stock		156,832	$	27.18

The following table summarizes the Company’s stock-based compensation expense for the three and nine months ended September 30, 2012 and 2011 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Stock appreciation rights	$	369	$	408	$	1,089	$	1,146
Restricted stock		508		391		1,442		1,198
Employee stock purchase plan		13		10		52		46

Total stock-based compensation	$	890	$	809	$	2,583	$	2,390

Total unrecognized compensation cost related to unvested awards as of September 30, 2012 was $6.2 million. The cost of these unvested awards is being recognized over the requisite vesting period of each award.

11.

INCOME TAXES

The Company’s effective tax rate for the nine months ended September 30, 2012 and 2011 was 9.3% and (64.1%) respectively, which resulted in an expense of $0.7 million and a benefit of $2.6 million, respectively. During the first quarter of 2011, the Company recognized an income tax benefit of approximately $2.6 million related to the favorable resolution of uncertain tax positions.

The Company continues to maintain a valuation allowance against its net deferred tax asset, the effect of which is to substantially reduce the Company’s effective tax rate as the tax expense or benefit recorded at the statutory tax rate is offset

by a corresponding expense or benefit resulting from the change in the valuation allowance. Accordingly, the Company’s effective tax rate for the nine months ended September 30, 2012 and 2011, excluding the impact from the aforementioned one-time benefit, was 9.3% and 0.1% respectively. As a result of the Company’s valuation allowance, its annual effective tax rate, and changes to it, is primarily a function of the Company’s expectations of the cash taxes paid to various jurisdictions as a result of taxable income exceeding available net operating loss carry-forwards or alternative minimum tax calculations. The Company expects cash taxes paid to be materially consistent with amounts paid in the prior period.

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 has accrued 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, 2012, tax years 2009 through 2012 remain subject to examination by federal and certain state tax jurisdictions.

The Company has taken tax positions in certain taxing jurisdictions for which it is reasonably possible that the total amounts of unrecognized tax benefits may decrease within the next 12 months. The Company does not expect any material change to the total amount of unrecognized tax benefits within the next 12 months.

12.

SEASONALITY

The Company’s operating results have historically varied from quarter to quarter, in part due to seasonal trends in the demand for Trex^®. The Company has historically experienced lower net sales during the fourth quarter because holidays and adverse weather conditions in certain regions reduce the level of home improvement and construction activity.

13.

COMMITMENTS AND CONTINGENCIES

Contract Termination Costs

In anticipation of relocating its corporate headquarters, the Company entered into a lease agreement in 2005. The Company reconsidered and decided not to move its headquarters. The lease, which extends through June 30, 2019, obligates the Company to lease 55,047 square feet. The Company has executed subleases for the entire 55,047 square feet it currently leases. The terms of the existing subleases expire in years 2013 to 2019. The Company estimates that the present value of the estimated future sublease rental receipts, net of transaction costs, will be less than the Company’s remaining minimum lease payment obligations under its lease for the office space. Accordingly, the Company accounts for the expected shortfall as contract termination costs and has recorded a liability in accordance with FASB ASC Topic 420, “Exit or Disposal Cost Obligations.”

To estimate future sublease receipts for the periods beyond the term of the existing subleases, the Company has assumed that the existing subleases will be renewed or new subleases will be executed at rates consistent with rental rates in the current subleases. However, management cannot be certain that the timing of future subleases or the rental rates contained in future subleases will not differ from current estimates. Factors such as the delivery of a significant amount of new office space or poor economic conditions could have a negative effect on vacancy rates and rental rates in the area. The inability to sublet the office space in the future or unfavorable changes to key management assumptions used in the estimate of the future sublease receipts may result in material charges to selling, general and administrative expenses in future periods.

As of September 30, 2012, the minimum payments remaining under the Company’s lease relating to its reconsidered corporate relocation over the years ending December 31, 2012, 2013, 2014, 2015 and 2016 are $0.4 million, $1.7 million, $1.7 million, $1.7 million and $1.8 million, respectively, and $4.5 million thereafter. The minimum receipts remaining under the Company’s existing subleases over the years ending December 31, 2012, 2013, 2014, 2015 and 2016 are $0.4 million, $1.5 million, $1.2 million, $0.3 million and $0.3 million, respectively, and $0.9 million thereafter. As a result of new leases executed with subtenants, the Company recognized an increase in estimated contract termination costs of $0.1 million during the nine months ended September 30, 2012.

The following table provides information about the Company’s liability related to the lease (in thousands):


	2012		2011
Balance as of January 1	$	452	$	567
Net rental receipts (payments)		30		(107	)
Accretion of discount		28		34
Increase in estimated contract termination costs		127		—

Balance as of September 30	$	637	$	494

Product Warranty

The Company warrants that its products will be free from material defects in workmanship and material and will not check, split, splinter, rot or suffer structural damage from termites or fungal decay. This warranty extends for a period of 25 years for residential use and 10 years for commercial use. With respect to the Company’s Transcend and Enhance product, the Company further warrants that the product 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). This warranty extends for a period of 25 years for residential use of the Transcend product, 20 years for residential use of the Enhance product, and 10 years for commercial use of either product. If there is a breach of such warranties, the Company has an obligation either to replace the defective product or refund the purchase price.

The Company continues to receive and settle claims related to material produced at its Nevada facility prior to 2007 that exhibits surface flaking and maintains a warranty reserve to provide for the settlement of these claims. Projecting future surface flaking settlement costs requires management to estimate the number of claims to be received, the number of claims that will ultimately result in payment and the average cost to settle each claim, all of which are subject to variables that are difficult to predict.

The average cost per claim may vary due to a number of factors, including the average size of affected decks, the type of replacement material used, changes in the cost of production and the method of claim settlement. Although the cost per claim varies over time, it is less volatile and more predictable than the number of claims to be received, which is inherently uncertain. The Company is not aware of any analogous industry data that might be referenced in predicting future claims to be received. The Company evaluates its historical surface flaking claims activity in developing its estimate of future claims. The Company anticipated that the effects of a previously settled class action lawsuit would subside and the number of claims received would substantially diminish. Payments for surface flaking claims decreased from $28 million in 2007 to $8 million in 2011. While the number of claims received continues to decline, recent claims activity indicates that the rate of acceleration in the decline has not improved as anticipated.

During the three months ended September 30, 2012, the Company concluded, based on an analysis of recent claims activity, that the payments for surface flaking claims and the rate of decline in claims in 2012 will approximate the levels experienced in 2011, falling short of the Company’s estimated decline. As a result, the Company revised its estimate of the future claims to be received to reflect a rate of decline consistent with the trend now emerging from the claims activity. The effect of reducing the anticipated rate of decline both increases the number of claims expected in future years and extends the number of years in which claims will be received. As a result of these changes in estimate, the Company recorded an increase of $20 million to the warranty reserve at September 30, 2012.

The Company’s analysis is based on currently known facts and a number of assumptions. However, projecting future events such as new claims to be received each year and the average cost of resolving each claim could cause the actual warranty liabilities to be higher or lower than those projected which could materially affect our financial condition, results of operations or cash flow. The Company estimates that the number of claims received will continue to decline over time. If the level of claims does not diminish consistent with the Company’s expectations, it could result in additional increases to the warranty reserve and reduced earnings in future periods. The Company estimates that a 10% change in the expected number of remaining claims or the expected cost to settle claims may result in approximately a $3.2 million change in the warranty reserve.

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


	2012			2011
Beginning balance, January 1	$	16,345		$	14,472
Provision for estimated warranties		21,487			—
Settlements made during the period		(6,252	)		(5,949	)

Ending balance, September 30	$	31,580		$	8,523

Legal Matters

As reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, on January 19, 2009, a purported class action case was commenced against the Company in the Superior Court of California, Santa Cruz County, by the lead law firm of Lieff, Cabraser, Heimann & Bernstein, LLP and certain other law firms (the “Lieff Cabraser Group”) on behalf of Eric Ross and Bradley S. Hureth and similarly situated plaintiffs. These plaintiffs generally allege certain defects in the Company’s products, and

that the Company has failed to provide adequate remedies for defective products. On February 13, 2009, the Company removed this case to the United States District Court, Northern District of California. On January 21, 2009, a purported class action case was commenced against the Company in the United States District Court, Western District of Washington by the law firm of Hagens Berman Sobol Shapiro LLP (the “Hagens Berman Firm”) on behalf of Mark Okano and similarly situated plaintiffs, generally alleging certain product defects in the Company’s products, and that the Company has failed to provide adequate remedies for defective products. This case was transferred by the Washington Court to the California Court as a related case to the Lieff Cabraser Group’s case.

On July 30, 2009, the U.S. District Court for the Northern District of California preliminarily approved a settlement of the claims of the lawsuit commenced by the Lieff Cabraser Group involving surface flaking of the Company’s product, and on March 15, 2010, it granted final approval of the settlement. On April 14, 2010, the Hagens Berman Firm filed a notice to appeal the District Court’s ruling to the United States Court of Appeals for the Ninth Circuit. On July 9, 2010, the Hagens Berman Firm dismissed their appeal, effectively making the settlement final.

On March 25, 2010, the Lieff Cabraser Group amended its complaint to add claims relating to alleged defects in the Company’s products and alleged misrepresentations relating to mold growth. The Hagens Berman firm has alleged similar claims in its original complaint. In its Final Order approving the surface flaking settlement, the District Court consolidated these pending actions relating to the mold claims, and appointed the Hagens Berman Firm as lead counsel in this case. The Company believes that these claims are without merit, and will vigorously defend this lawsuit.

On December 15, 2010, a purported class action case was commenced against the Company in the United States District Court, Western District of Kentucky, by the lead law firm of Cohen & Malad, LLP (“Cohen & Malad”) on behalf of Richard Levin and similarly situated plaintiffs, and on June 13, 2011, a purported class action was commenced against the Company in the Marion Circuit/Superior Court of Indiana by Cohen & Malad on behalf of Ellen Kopetsky and similarly situated plaintiffs. On June 28, 2011, the Company removed the Kopetsky case to the United States District Court, Southern District of Indiana. On August 11, 2011, a purported class action was commenced against the Company in the 50^th Circuit Court for the County of Chippewa, Michigan on behalf of Joel and Lori Peffers and similarly situated plaintiffs. On August 26, 2011, the Company removed the Peffers case to the United States District Court, Western District of Michigan. On April 4, 2012, a purported class action was commenced against the Company in Superior Court of New Jersey, Essex County on behalf of Caryn Borger, M.D. and similarly situated plaintiffs. On May 1, 2012, the Company removed the Borger case to the United States District Court, District of New Jersey. The plaintiffs in these purported class actions generally allege certain defects in the Company’s products and alleged misrepresentations relating to mold growth. The Company believes that these claims are without merit, and will vigorously defend these lawsuits.

The Company has other 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 other 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.

Item 2.

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

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 fiscal year 2011 filed with the Securities and Exchange Commission. 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 the extent of market acceptance of the Company’s 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 Company’s ability to obtain raw materials at acceptable prices; the Company’s ability to maintain product quality and product performance at an acceptable cost; the level of expenses associated with product replacement and consumer relations expenses related to product quality; and the highly competitive markets in which the Company operates.

Overview

General. Trex Company, Inc. is the largest manufacturer of wood-alternative decking and railing products, which are marketed under the brand name Trex ^®. We offer a comprehensive set of aesthetically durable, low maintenance product offerings and believe that the range and variety of our product offerings allow consumers to design much of their outdoor living space using Trex brand products.

We have four principal decking products: Trex Transcend^®, Trex Enhance^®, Trex Accents^®, and Trex Escapes^®; two railing products: Trex Designer Series Railing^® and Trex Transcend Railing; a porch product, Trex Transcend Porch Flooring and Railing System; a steel deck framing system, Trex Elevations™; two fencing products: Trex Seclusions^® and Trex Surroundings^®; a deck lighting system, Trex DeckLighting™; and a cellular PVC outdoor trim product, TrexTrim™. In addition, we offer Trex Hideaway^®, which is a hidden fastening system for specially grooved boards.

Highlights related to the third quarter of 2012 include:

•

We reduced our total indebtedness by 98.3%, or $114.9 million, during the quarter and ended the quarter with $2.0 million of outstanding borrowings under our revolving credit facility.

•

We recorded a $20 million increase to the warranty reserve to settle claims related to material produced prior to 2007 that exhibits surface flaking.

•

We recorded net income of $6.2 million, or $0.36 per diluted share, during the quarter excluding the impact of the increase to the warranty reserve.

•

We achieved gross margins of 31.3% in the quarter, excluding the impact of increase to the warranty reserve.

Net Sales. Net sales consists of sales and freight, net of returns and discounts. The level of net sales is principally affected by sales volume and the prices paid for Trex products. Our branding and product differentiation strategy enables us to command premium prices over wood products.

Sales Incentives / Early Buy Program: As part of our normal business practice and consistent with industry practices, we have historically provided our distributors and dealers incentives to build inventory levels before the start of the prime deck-building season to ensure adequate availability of product to meet anticipated seasonal consumer demand and to enable production planning. These incentives, which together we reference as our “early buy program,” include prompt payment discounts and favorable payment terms. In addition, from time to time we may offer price discounts or volume rebates on specified products and other incentives based on increases in distributor purchases as part of specific promotional programs.

We launched our early buy program for the 2012 decking season in December 2011. The timing and terms of the 2012 program were generally consistent with the timing and terms of the 2011 program launched in December 2010. To qualify for early buy program incentives, customers must commit to the terms of the program which specify eligible products and quantities, order deadlines and available terms, discounts and rebates. There are no product return rights granted to our distributors except those granted pursuant to the warranty provisions of our agreements with distributors. In addition, our products are not susceptible to rapid changes in technology that may cause them to become obsolete. The early buy program can have a significant impact on our sales, receivables and inventory levels. We have provided further discussion of our receivables and inventory in the liquidity and capital resources section.

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

Product Warranty. We continue to receive and settle claims related to material produced at our Nevada facility prior to 2007 that exhibits surface flaking and maintain a warranty reserve to provide for the settlement of these claims. While the number of claims received continues to decline, recent claims activity indicates that the rate of acceleration in the decline has not improved as anticipated.

During the three months ended September 30, 2012, we concluded, based on an analysis of recent claims activity, that the payments for surface flaking claims and the rate of decline in claims in 2012 will approximate the levels experienced in 2011, falling short of our estimated decline. As a result, we revised our estimate of the future claims to be received to reflect a rate of decline consistent with the trend now emerging from the claims activity. The effect of reducing the anticipated rate of decline both increases the number of claims expected in future years and extends the number of years in which claims will be received. As a result of these changes in estimate, we recorded an increase of $20 million to the warranty reserve at September 30, 2012.

We estimate that the number of claims received will continue to decline over time. If the level of claims does not diminish consistent with our expectations, it could result in additional increases to the warranty reserve and reduced earnings in future periods. We estimate that a 10% change in the expected number of remaining claims or the expected cost to settle claims may result in approximately a $3.2 million change in the warranty reserve.

Selling, General and Administrative Expenses. The largest components of selling, general and administrative expenses are branding and other sales and marketing costs, which we use to build brand awareness of Trex. Sales and marketing costs consist primarily of salaries, commissions and benefits paid to sales and marketing personnel, consumer relations, advertising expenses and other promotional costs. General and administrative expenses include salaries and benefits of personnel engaged in research and development, procurement, accounting and other business functions, office occupancy costs attributable to these functions, and professional fees. As a percentage of net sales, selling, general and administrative expenses have varied from quarter to quarter due, in part, to the seasonality of our business.

Results of Operations

The following table shows, for the three and nine months ended September 30, 2012 and 2011, respectively, selected statement of comprehensive income data as a percentage of net sales:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		97.0			74.6			72.8			70.4

Gross profit		3.0			25.4			27.2			29.6
Selling, general and administrative expenses		22.3			19.1			21.2			21.8

Income (loss) from operations		(19.3	)		6.3			6.0			7.8
Interest expense, net		0.2			7.1			3.4			5.9

Income (loss) before income taxes		(19.5	)		(0.8	)		2.6			1.9
Provision (benefit) for income taxes		0.7			—			0.2			(1.2	)

Net income (loss)		(20.2	)%		(0.8	)%		2.4	%		3.1	%

Three Months Ended September 30, 2012 Compared With Three Months Ended September 30, 2011

Net Sales. Net sales in the quarter ended September 30, 2012 (the “2012 quarter”) increased 4.3% to $70.8 million from $67.9 million in the quarter ended September 30, 2011 (the “2011 quarter”). The increase in net sales was due primarily to an increase in sales volume. We attribute the increase in sales volumes in the 2012 quarter compared to the 2011 quarter to the execution of growth strategies including the introduction of new product lines and increased market share.

Gross Profit. Gross profit decreased to $2.1 million in the 2012 quarter from $17.3 million in the 2011 quarter. Gross profit in the 2012 quarter was adversely affected by a $20.0 million increase to the previously established warranty reserve. Excluding the aforementioned charge in the 2012 quarter, gross profit increased 28.2% to $22.1 million in the 2012 quarter from $17.3 million in the 2011 quarter. Excluding the aforementioned charge in the 2012 quarter, gross margin increased to 31.3% from 25.4% in the 2011 quarter. Improved manufacturing efficiencies contributed 4% and sales related items contributed 2% to gross margin.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $2.8 million, or 21.9% to $15.8 million in the 2012 quarter from $13.0 million in the 2011 quarter. The increase in selling, general and administrative expenses in the 2012 quarter was primarily related to a $2.5 million increase in personnel related expenses due to increased incentive compensation and sales commissions. We recorded a $1.9 million loss on the disposal of property, plant and equipment due to improvements in manufacturing technologies that caused existing technologies and related equipment to become obsolete. These increases were partially offset by a $1.4 million benefit in the 2012 quarter due to a reduction in the provision for future contingent payments resulting from decreased near-term sales projections of steel deck-framing systems. As a percentage of net sales, total selling, general and administrative expenses increased to 22.3% in the 2012 quarter from 19.1% in the 2011 quarter.

Interest Expense. Net interest expense decreased $4.6 million to $0.2 million in the 2012 quarter from $4.8 million in the 2011 quarter. The decrease was the result of a significant decrease in debt during the 2012 quarter, primarily due to the repayment of the $91.9 million principal balance on the convertible notes on July 2, 2012. As a percentage of net sales, interest expense decreased to 0.2% in the 2012 quarter from 7.1% in the 2011 quarter.

Provision for Income Taxes. The effective tax rate for the 2012 quarter and 2011 quarter was (3.4%) and 3.5%, respectively, which resulted in an expense of $0.5 million and a benefit of $18 thousand for the respective quarters. The effective tax rate was substantially lower than the statutory rate in both quarters due to the effect of the valuation allowance we maintain against our net deferred tax assets which substantially offsets statutory income tax. As a result of our valuation allowance, our annual effective tax rate, and changes to it, is primarily a function of our expectations of the cash taxes paid to various jurisdictions as a result of taxable income exceeding available net operating loss carry-forwards or alternative minimum tax calculations. We expect cash taxes paid to be materially consistent with amounts paid in the prior period.

Nine Months Ended September 30, 2012 Compared With Nine Months Ended September 30, 2011

Net Sales. Net sales in the nine months ended September 30, 2012 (the “2012 nine-month period”) increased 21.3% to $261.2 million from $215.3 million in the nine months ended September 30, 2011 (the “2011 nine-month period”). The increase in net sales was due primarily to an increase in sales volume. We attribute the increase in sales volumes in the 2012 nine-month period compared to the 2011 nine-month period to various factors, including:

•

Sales volumes in the 2011 nine-month period were depressed as a result of customers purchasing product in late 2010 to avoid an announced 2011 Transcend price increase;

•

Favorable weather conditions throughout 2012 compared to 2011 have allowed for a more favorable deck-building season, and;

•

Increased market share.

Gross Profit. Gross profit increased 11.5% to $71.2 million in the 2012 nine-month period from $63.8 million in the 2011 nine-month period. Gross profit in the 2012 nine-month period was adversely affected by a $21.5 million increase to the warranty reserve. Excluding the aforementioned charge in the 2012 nine-month period, gross profit increased 45.1% to $92.6 million in the 2012 nine-month period from $63.8 million in the 2011 nine-month period. Excluding the aforementioned charge in the 2012 nine-month period, gross margin increased to 35.5% in the 2012 nine-month period from 29.6% in the 2011 nine-month period. Improved manufacturing efficiencies contributed 4% and sales related items contributed 2% to gross margin.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $8.3 million, or 17.6% to $55.3 million in the 2012 nine-month period from $47.0 million in the 2011 nine-month period. The increase in selling, general and administrative expenses in the 2012 nine-month period was primarily related to a $7.8 million increase in personnel related expenses due to increased incentive compensation, sales commissions and severance costs. We recorded a $1.9 million loss on the disposal of property, plant and equipment due to improvements in manufacturing technologies that caused existing technologies and related equipment to become obsolete. These increases were partially offset by a $1.4 million benefit in the 2012 nine-month period due to a reduction in the provision for future contingent payments resulting from decreased near-term sales projections of steel deck-framing systems. As a percentage of net sales, total selling, general and administrative expenses decreased to 21.2% in the 2012 nine-month period from 21.8% in the 2011 nine-month period.

Interest Expense. Net interest expense decreased $3.9 million to $8.9 million for the 2012 nine-month period from $12.8 million in the 2011 nine-month period. The decrease was the result of a significant decrease in debt during the 2012 nine-month period, primarily due to the repayment of the $91.9 million principal balance on the convertible notes on July 2, 2012. As a percentage of net sales, interest expense decreased to 3.4% in the 2012 nine-month period from 5.9% in the 2011 nine-month period.

Provision for Income Taxes. The effective tax rate for the 2012 and 2011 nine-month periods was 9.3% and (64.1%), respectively, which resulted in an expense of $0.7 million and a benefit of $2.6 million, in the respective nine-month periods. The effective tax rate for the 2011 nine-month period was primarily the result of benefits recorded in the first quarter related to the favorable resolution of uncertain tax positions. Excluding these benefits, the effective tax rate for the nine-months ended September 30, 2011 was approximately 0.1%. The effective tax rate was substantially lower than the statutory rate in both nine-month periods due to the effect of the valuation allowance we maintain against our net deferred tax assets which substantially offsets statutory income tax. As a result of our valuation allowance, our annual effective tax rate, and changes to it, is primarily a function of our expectations of the cash taxes paid to various jurisdictions as a result of taxable income exceeding available net operating loss carry-forwards or alternative minimum tax calculations. We expect cash taxes paid to be materially consistent with amounts paid in the prior period.

Liquidity and Capital Resources

We finance operations and growth primarily with cash flow from operations, borrowings under our revolving credit facility, operating leases and normal trade credit terms from operating activities.

At September 30, 2012, we had $2.5 million of cash and cash equivalents.

Sources and Uses of Cash. Cash provided by operating activities for the 2012 nine-month period was $60.4 million compared to cash provided by operating activities of $41.2 million for the 2011 nine-month period. The $19.2 million increase was primarily related to a reduction in inventory levels, which accounted for a $24.3 million improvement in cash provided by operating activities. The favorable effect of the reduced inventory levels was partially offset by an increase in the ending accounts receivable balance at September 30, 2012 compared to September 30, 2011. The increased accounts receivable balance was a result of increased sales in the 2012 nine-month period compared to the 2012 nine-month period. We expect to collect substantially all outstanding accounts receivable balances by the end of 2012.

Cash used in investing activities totaled $5.6 million in the 2012 nine-month period compared to cash used in investing activities of $8.1 million in the 2011 nine-month period. The decrease is primarily attributable to the acquisition of substantially all of the assets of Iron Deck Corporation in the 2011 nine-month period. Capital expenditures in the 2012 nine-month period consisted primarily of manufacturing equipment for process and productivity improvements, including retrofitting lines to produce new products.

Cash used in financing activities was $56.8 million in the 2012 nine-month period compared to cash used in financing activities of $10.1 million in the 2011 nine-month period. In the 2012 nine-month period, we used cash on hand, including $37.0 million classified as restricted cash, to repay in full the $91.9 million principal balance on the convertible notes. Our net borrowings from the revolving credit facility were $2.0 million in the 2012 nine-month period compared to no borrowings in the 2011 nine-month period.

Capital Requirements. Capital expenditures in the 2012 nine-month period totaled $5.6 million, primarily for manufacturing equipment. We currently estimate that our capital expenditures in 2012 will be approximately $10 to $15 million.

Indebtedness. At September 30, 2012, our indebtedness totaled $2.0 million and the annualized weighted average interest rate of such indebtedness was 2.2%.

Our ability to borrow under our revolving credit facility is tied to a borrowing base that consists of certain accounts receivables, inventories, machinery and equipment and real estate. At September 30, 2012, we had $2.0 million of outstanding borrowings under the revolving credit facility and additional available borrowing capacity of approximately $59.3 million.

Debt Covenants. To remain in compliance with covenants contained within our debt agreements, we must maintain specified financial ratios based on levels of debt, capital, net worth, fixed charges, and earnings before interest, taxes, depreciation and amortization. At September 30, 2012, we were in compliance with these covenants. Failure to comply with our loan covenants might cause our lenders to accelerate our repayment obligations under our credit facility, which may be declared payable immediately based on a default.

We believe that cash on hand, cash from operations and borrowings expected to be available under our revolving credit facility will provide sufficient funds to fund planned capital expenditures, make scheduled principal and interest payments,

fund the warranty reserve 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 and new market developments and opportunities.

Inventory in Distribution Channels. We sell our products through a tiered distribution system. We have approximately 20 distributors and two mass merchandisers to which we sell our products. These distributors in turn sell the products to approximately 3,100 dealers who in turn sell the products to end users. While we do not typically receive information regarding inventory in the distribution channel from dealers, we occasionally receive limited information from some but not all of our distributors regarding their inventory. Because few distributors provide us with any information regarding their inventory, we cannot definitively determine the level of inventory in the distribution channels at any time. We believe that distributor inventory levels as of September 30, 2012 are generally lower than distributor inventory levels as of September 30, 2011. Significant changes in inventory levels in the distribution channel without a corresponding change in end-use demand could have an adverse effect on future sales.

Product Warranty. We continue to receive and settle claims related to material produced at our Nevada facility prior to 2007 that exhibits surface flaking, which has had a material adverse effect on cash flow from operations. We estimate that the number of claims received will continue to decline over time. If the level of claims does not diminish consistent with our expectations, it could result in additional increases to the warranty reserve and reduced earnings and cash flow in future periods.

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 10-K for the year ended December 31, 2011. There were no material changes to the Company’s market risk exposure during the nine months ended September 30, 2012.

Item 4.

Controls and Procedures

The Company’s management, with the participation of its Chief Executive Officer, who is the Company’s principal executive officer, and its Vice President and Chief Financial Officer, who is the Company’s principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2012. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective. In addition, there have been no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

Item 6.

Exhibits

The Company files herewith the following exhibits:


		3.1		Restated Certificate of Incorporation of Trex Company, Inc. (the “Company”). Filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (No. 333-63287) and incorporated herein by reference.

		3.2		Amended and Restated By-Laws of the Company. Filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed May 7, 2008 and incorporated herein by reference.

		10.1		Trex Company, Inc. Amended and Restated 1999 Incentive Plan for Outside Directors. Filed herewith.

		10.2		Amendment and Restatement of Employment Agreement, dated as of July 24, 2012, between Trex Company, Inc. and Ronald W. Kaplan. Filed herewith.

		10.3		Retention Agreement, dated as of July 24, 2012, between Trex Company, Inc. and Ronald W. Kaplan. Filed herewith.

		10.4		Retention Agreement, dated as of July 24, 2012, between Trex Company, Inc. and James E. Cline. Filed herewith.

		10.5		Retention Agreement, dated as of July 24, 2012, between Trex Company, Inc. and William R. Gupp. Filed herewith.*

		10.6		Retention Agreement, dated as of July 24, 2012, between Trex Company, Inc. and F. Timothy Reese. Filed herewith.

		31.1		Certification of Chief Executive Officer of Trex Company, Inc. pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. Filed herewith.

		31.2		Certification of Chief Financial Officer of Trex Company, Inc. pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. Filed herewith.

		32		Certifications pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. § 1350. Filed herewith.

		101		The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, formatted in Extensible Business Reporting Language (“XBRL”): (i) condensed consolidated balance sheets, (ii) condensed consolidated statements of comprehensive income, (iii) condensed consolidated statements of cash flows, and (iv) the notes to the condensed consolidated financial statements. Under Rule 406T of Regulation S-T, this exhibit is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise is not subject to liability under those sections. Filed herewith.

*	Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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: November 1, 2012	By:	/s/ James E. Cline
		James E. Cline
		Vice President and Chief Financial Officer
		(Duly Authorized Officer and Principal Financial Officer)

EXHIBIT INDEX


Exhibit Number		Exhibit Description

3.1		Restated Certificate of Incorporation of Trex Company, Inc. (the “Company”). Filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (No. 333-63287) and incorporated herein by reference.

3.2		Amended and Restated By-Laws of the Company. Filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed May 7, 2008 and incorporated herein by reference.

10.1		Trex Company, Inc. Amended and Restated 1999 Incentive Plan for Outside Directors. Filed herewith.

10.2		Amendment and Restatement of Employment Agreement, dated as of July 24, 2012, between Trex Company, Inc. and Ronald W. Kaplan. Filed herewith.

10.3		Retention Agreement, dated as of July 24, 2012, between Trex Company, Inc. and Ronald W. Kaplan. Filed herewith.

10.4		Retention Agreement, dated as of July 24, 2012, between Trex Company, Inc. and James E. Cline. Filed herewith.

10.5		Retention Agreement, dated as of July 24, 2012, between Trex Company, Inc. and William R. Gupp. Filed herewith.*

10.6		Retention Agreement, dated as of July 24, 2012, between Trex Company, Inc. and F. Timothy Reese. Filed herewith.

31.1		Certification of Chief Executive Officer of Trex Company, Inc. pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. Filed herewith.

31.2		Certification of Chief Financial Officer of Trex Company, Inc. pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. Filed herewith.

32		Certifications pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. § 1350. Filed herewith.

101		The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, formatted in Extensible Business Reporting Language (“XBRL”): (i) condensed consolidated balance sheets, (ii) condensed consolidated statements of comprehensive income, (iii) condensed consolidated statements of cash flows, and (iv) the notes to the condensed consolidated financial statements. Under Rule 406T of Regulation S-T, this exhibit is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise is not subject to liability under those sections. Filed herewith.

*	Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company