TREX CO INC
For the period ended Dec 31, 2023. Filed Feb 26, 2024.
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FY2023 · Filed Feb 26, 2024
TREX$54.45-7.3%Stored close · as of Nov 10, 2026
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Schedule II—Valuation and Qualifying Accounts and Reserves
(In thousands)
| Descriptions | Balance at Beginning of Period | Additions Charged to Cost and Expenses | Deductions | Balance at End of Period |
|---|---|---|---|---|
| Year ended December 31, 2023: | ||||
| Trex Residential product warranty reserve | $25,599 | $3,508 | $(6,929) | $22,178 |
| Income tax valuation allowance | $3,026 | $281 | $— | $3,307 |
| Year ended December 31, 2022: | ||||
| Trex Residential product warranty reserve | $28,595 | $1,914 | $(4,910) | $25,599 |
| Income tax valuation allowance | $2,232 | $794 | $— | $3,026 |
| Year ended December 31, 2021: | ||||
| Trex Residential product warranty reserve | $29,473 | $3,846 | $(4,724) | $28,595 |
| Income tax valuation allowance | $2,775 | $— | $(543) | $2,232 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: February 26, 2024 | By: | /S/ BRYAN H. FAIRBANKS |
|---|---|---|
| Bryan H. Fairbanks President and Chief Executive Officer (Duly Authorized Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed as of February 26, 2024 by the following persons on behalf of the registrant and in the capacities indicated.
| Signature | Title |
|---|---|
| /S/ BRYAN H. FAIRBANKS Bryan H. Fairbanks | President and Chief Executive Officer (Principal Executive Officer); Director |
| /S/ BRENDA K. LOVCIK Brenda K. Lovcik | Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
| /S/ JAMES E. CLINE James E. Cline | Chairman |
| /S/ RONALD W. KAPLAN Ronald W. Kaplan | Vice Chairman |
| /S/ JAY M. GRATZ Jay M. Gratz | Director |
| /S/ KRISTINE L. JUSTER Kristine L. Juster | Director |
| /S/ GENA C. LOVETT Gena C. Lovett | Director |
| /S/ MELKEYA MCDUFFIE Melkeya McDuffie | Director |
| /S/ PATRICIA B. ROBINSON Patricia B. Robinson | Director |
| /S/ GERALD VOLAS Gerald Volas | Director |
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 February 21, 2024. | ||||
| 4.1 | Specimen certificate representing the Company’s common stock. | S-1/A | 4.1 | March 24, 1999 | 333-63287 |
| 4.2 | First Amendment to Credit Agreement dated as of December 22, 2022 to the Credit Agreement dated May 18, 2022 by and among the Company, as borrower; the guarantors party thereto; Bank of America, N.A. (BOA), as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer; TD Bank, N.A. as lender and Syndication Agent; Regions Bank, PNC Bank, National Association, and Wells Fargo Bank, National Association (each, a Lender and collectively, the Lenders), arranged by BofA Securities, Inc. as Sole Lead Arranger and Sole Bookrunner. | 8-K | 4.1 | December 23, 2022 | 001-14649 |
| 4.3 | Credit Agreement dated as of May 18, 2022 between the Company, as borrower; Trex Commercial Products, Inc., as guarantor, Bank of America, N.A., as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer; Wells Fargo Bank, National Association, as lender and Syndication Agent, Regions Bank, PNC Bank, National Association, and TD Bank, N.A., arranged by BofA Securities, Inc. as Sole Lead Arranger and Sole Bookrunner. | 8-K | 4.1 | May 20, 2022 | 001-14649 |
| 4.4 | Note dated May 18, 2022 payable by the Company to Bank of America, N.A. in the amount of the lesser of $180,000,000 or the outstanding revolver advances made by Bank of America, N.A. | 8-K | 4.2 | May 20, 2022 | 001-14649 |
| 4.5 | Note dated May 18, 2022 payable by the Company to Wells Fargo Bank, National Association in the amount of the lesser of $120,000,000 or the outstanding revolver advances made by Wells Fargo Bank, N.A. | 8-K | 4.3 | May 20, 2022 | 001-14649 |
| 4.6 | Note dated May 18, 2022 payable by the Company to Regions Bank in the amount of the lesser of $40,000,000 or the outstanding revolver advances made by Regions Bank. | 8-K | 4.4 | May 20, 2022 | 001-14649 |
| 4.7 | Note dated May 18, 2022 payable by the Company to PNC Bank, National Association in the amount of the lesser of $30,000,000 or the outstanding revolver advances made by PNC Bank, National Association. | 8-K | 4.5 | May 20, 2022 | 001-14649 |
| 4.8 | Note dated May 18, 2022 payable by the Company to TD Bank, N.A. in the amount of the lesser of $30,000,000 or the outstanding revolver advances made by TD Bank, N.A. | 8-K | 4.6 | May 20, 2022 | 001-14649 |
| 4.9 | Security and Pledge Agreement dated as of May 18, 2022 between the Company, as debtor, Trex Commercial Products, Inc., as additional obligor; and Bank of America, N.A. as Administrative Agent (including Notices of Grant of Security Interest in Copyrights and Trademarks). | 8-K | 4.7 | May 20, 2022 | 001-14649 |
| Incorporated by reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Description | Form | Exhibit | Filing Date | File No. |
| 4.10 | Fourth Amended and Restated Credit Agreement dated as of November 5, 2019 between the Company, as borrower; Trex Commercial Products, Inc., as guarantor, Bank of America, N.A., as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer; and certain other lenders including Wells Fargo Bank, N.A., who is also Syndication Agent, SunTrust Bank, and Branch Banking and Trust Company arranged by BofA Securities, Inc. as Sole Lead Arranger and Sole Bookrunner. | 8-K | 4.1 | November 6, 2019 | 001-14649 |
| 4.11 | First Amendment to the Credit Agreement by and among Trex Company, Inc. as borrower; Trex Commercial Products, Inc. as guarantor; Bank of America, N.A. as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer; and certain other lenders including Wells Fargo Bank, N.A., who is also Syndication Agent; Truist Bank; and Regions Bank, arranged by BofA Securities, Inc. as Sole Lead Arranger and Sole Bookrunner dated May 26, 2020. | 8-K | 4.1 | May 28, 2020 | 001-14649 |
| 4.12 | Fourth Amended and Restated Credit Agreement between the Company, as borrower; Trex Commercial Products, Inc., as guarantor, Bank of America, N.A., as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer; and certain other lenders including Wells Fargo Bank, N.A., who is also Syndication Agent, Truist Bank; and Regions Bank, arranged by BofA Securities, Inc. as Sole Lead Arranger and Sole Bookrunner, dated May 26, 2020. | 8-K | 4.2 | May 28, 2020 | 001-14649 |
| 4.13 | Note dated November 5, 2019 payable by the Company to Bank of America, N.A. in the amount of the lesser of $125,000,000 or the outstanding revolver advances made by Bank of America, N.A. | 8-K | 4.2 | November 6, 2019 | 001-14649 |
| 4.14 | Note dated November 5, 2019 payable by the Company to Wells Fargo Bank, N.A. in the amount of the lesser of $70,000,000 or the outstanding revolver advances made by Wells Fargo Bank, N.A. | 8-K | 4.3 | November 6, 2019 | 001-14649 |
| 4.15 | Note dated November 5, 2019 payable by the Company to SunTrust Bank in the amount of the lesser of $30,000,000 or the outstanding revolver advances made by SunTrust Bank. | 8-K | 4.4 | November 6, 2019 | 001-14649 |
| 4.16 | Note dated November 5, 2019 payable by the Company to Branch Banking and Trust Company in the amount of the lesser of $25,000,000 or the outstanding revolver advances made by Branch Banking and Trust Company. | 8-K | 4.5 | November 6, 2019 | 001-14649 |
| 4.17 | Note dated May 26, 2020 payable by the Company to Regions Bank. | 8-K | 4.6 | May 28, 2020 | 001-14649 |
| 4.18 | Fourth Amended and Restated Security and Pledge Agreement dated as of November 5, 2019 between the Company, as debtor, Trex Commercial Products, Inc., as additional obligor; and Bank of America, N.A. as Administrative Agent (including Notices of Grant of Security Interest in Copyrights and Trademarks). | 8-K | 4.6 | November 6, 2019 | 001-14649 |
| Incorporated by reference | |||||
|---|---|---|---|---|---|
| Exhibit Number | Description | Form | Exhibit | Filing Date | File No. |
| 4.19 | Description of Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. | 10-K | 4.19 | February 22, 2021 | 001-14649 |
| 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 |
| 10.9 | AIA document A141 – 2014 Agreement dated July 7, 2022 by and between Trex Company, Inc. and Gray Construction, Inc. | 8-K | 10.1 | July 12, 2022 | 001-14649 |
| 10.10 | Form of Indemnity Agreement for Directors. | 10-K | 10.19 | March 12, 2009 | 001-14649 |
| 10.11 | Form of Indemnity Agreement for Officers. | 10-K | 10.20 | March 12, 2009 | 001-14649 |
| 10.12 | Form of Indemnity Agreement for Director/Officers. | 10-K | 10.21 | March 12, 2009 | 001.14649 |
| 10.13 | Form of Distributor Agreement of Trex Company, Inc. | 10-K | 10.23 | March 12, 2009 | 001-14649 |
| 10.14 | Form of Trex Company, Inc. Fencing Agreement for Installers/Retailers. | 10-Q | 10.4 | November 9, 2006 | 001-14649 |
| 10.15 | Asset Purchase Agreement dated as of December 30, 2022 by and between Trex Commercial Products, Inc., Trex Company, Inc. and Sightline Commercial Solutions, LLC. | 8-K | 10.1 | December 30, 2022 | 001-14649 |
| Incorporated by reference | |||||
| Exhibit Number | Description | Form | Exhibit | Filing Date | File No. |
| 19.1* | Insider Trading Policy | ||||
| 21* | Subsidiaries of the Company. | ||||
| 23* | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. | ||||
| 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). | ||||
| 97.1* | Recovery of Compensation for Accounting Restatements Policy | ||||
| 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. |
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| ** | Management contract or compensatory plan or agreement. |
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| *** | Furnished herewith. |
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