-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Bd+XBqP6eAGCb/GRy3zpTkJLG8e/xDQvKTCtZQZ1g1iAZwwkvLX76ccbzY4EVttb CQs5N2fiGeJaIc6LTPIQcQ== 0000950109-94-001856.txt : 19941014 0000950109-94-001856.hdr.sgml : 19941014 ACCESSION NUMBER: 0000950109-94-001856 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19940831 FILED AS OF DATE: 19941013 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEXAS INDUSTRIES INC CENTRAL INDEX KEY: 0000097472 STANDARD INDUSTRIAL CLASSIFICATION: 3312 IRS NUMBER: 750832210 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04887 FILM NUMBER: 94552495 BUSINESS ADDRESS: STREET 1: 7610 STEMMONS FRWY STE 200 CITY: DALLAS STATE: TX ZIP: 75247 BUSINESS PHONE: 2146476700 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 1994 [ ] 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 1-4887 TEXAS INDUSTRIES, INC. (Exact name of registrant as specified in the charter) Delaware 75-0832210 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 7610 Stemmons Freeway, #200, Dallas, Texas 75247 (Address of principal executive offices) (Zip Code) Registrants telephone number, including area code (214) 647-6700 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 --- --- As of October 7, 1994, 12,494,009 shares of Registrant's Common Stock, $1.00 par value, were outstanding. INDEX TEXAS INDUSTRIES, INC. AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION Page - ----------------------------- Item 1. Financial Statements Consolidated Balance Sheets -- August 31, 1994 and May 31, 1994............................................3 Consolidated Statements of Income -- three months ended August 31, 1994 and August 31, 1993.........................4 Consolidated Statements of Cash Flows -- three months ended August 31, 1994 and August 31, 1993...................5 Notes to Consolidated Financial Statements August 31, 1994.............................................6 Independent Accountants' Review Report........................10 Item 2. Management's Discussion and Analysis of Operating Results and Financial Condition..................11 PART II. OTHER INFORMATION - --------------------------- Item 6. Exhibits and Reports on Form 8-K..............................14 SIGNATURES - ----------
-2- (Unaudited) CONSOLIDATED BALANCE SHEETS TEXAS INDUSTRIES, INC. AND SUBSIDIARIES
August 31, May 31, 1994 1994 ---------- ------- In thousands ASSETS CURRENT ASSETS Cash and temporary investments $ 31,384 $ 31,766 Notes and accounts receivable 94,896 76,815 Inventories 118,195 135,851 Prepaid expenses 35,903 32,646 -------- -------- TOTAL CURRENT ASSETS 280,378 277,078 OTHER ASSETS Real estate and other investments 30,241 30,523 Goodwill 72,337 72,916 Commissioning costs and other assets 23,342 23,710 -------- -------- 125,920 127,149 PROPERTY, PLANT AND EQUIPMENT Land and land improvements 90,794 90,685 Buildings 53,364 51,776 Machinery and equipment 734,906 727,818 -------- -------- 879,064 870,279 Less allowances for depreciation 529,674 525,386 -------- -------- 349,390 344,893 -------- -------- $755,688 $749,120 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Notes payable to banks $ 10,000 $ 15,000 Trade accounts payable 47,473 44,022 Accrued interest, wages and other items 28,754 25,546 Current portion of long-term debt 30,789 31,127 -------- -------- TOTAL CURRENT LIABILITIES 117,016 115,695 LONG-TERM DEBT 165,821 171,263 DEFERRED FEDERAL INCOME TAXES AND OTHER CREDITS 73,546 73,196 MINORITY INTEREST 36,426 36,295 SHAREHOLDERS' EQUITY Preferred stock 598 598 Common stock, $1 par value 12,534 12,534 Additional paid-in capital 265,790 265,790 Retained earnings 85,612 75,511 Cost of common shares in treasury (1,655) (1,762) -------- -------- 362,879 352,671 -------- -------- $755,688 $749,120 ======== ========
See notes to consolidated financial statements. -3- (Unaudited) CONSOLIDATED STATEMENTS OF INCOME TEXAS INDUSTRIES, INC. AND SUBSIDIARIES
Three months ended August 31, 1994 1993 ---- ---- In thousands except per share NET SALES $200,967 $168,748 COSTS AND EXPENSES (INCOME) Cost of products sold 167,421 144,291 Selling, general and administrative 12,668 13,547 Interest 5,512 7,933 Other income (1,121) (1,714) -------- -------- 184,480 164,057 -------- -------- INCOME BEFORE THE FOLLOWING ITEMS 16,487 4,691 INCOME TAXES Expense (benefit) 5,307 1,483 Change in statutory federal tax rate -- 1,949 -------- -------- 5,307 3,432 -------- -------- 11,180 1,259 Minority interest in Chaparral (414) 167 -------- -------- NET INCOME $ 10,766 $ 1,426 ======== ======== Average common shares 12,663 11,085 Net income per common share $.85 $ .13 ======== ======== Cash dividends $.05 $ .05 ======== ========
See notes to consolidated financial statements. -4- (Unaudited) CONSOLIDATED STATEMENTS OF CASH FLOWS TEXAS INDUSTRIES, INC. AND SUBSIDIARIES
Three months ended August 31, 1994 1993 ---- ---- In thousands OPERATING ACTIVITIES Net income $ 10,766 $ 1,426 Gain on disposal of assets (486) (620) Non-cash items Depreciation, depletion and amortization 12,233 12,256 Deferred taxes 2,061 1,276 Undistributed minority interest 130 (411) Other - net 1,158 700 Changes in operating assets and liabilities Notes and accounts receivable (18,018) (9,968) Inventories and prepaid expenses 12,435 4,351 Accounts payable and accrued liabilities 6,964 (3,618) Real estate and investments 282 445 -------- ------- Net cash provided by operations 27,525 5,837 INVESTING ACTIVITIES Capital expenditures (15,696) (6,074) Proceeds from disposition of assets 516 678 Purchase of temporary investments -- (2,017) Proceeds from temporary investments -- 992 Cash surrender value - insurance (135) (132) Other - net (346) (443) -------- ------- Net cash used by investing (15,661) (6,996) FINANCING ACTIVITIES Proceeds of short-term borrowing -- 5,000 Repayments of short-term borrowing (5,000) -- Proceeds of long-term borrowing -- 196 Debt retirements (5,791) (8,127) Dividends paid (632) (558) Other - net (823) (132) -------- ------- Net cash used by financing (12,246) (3,621) -------- ------- Decrease in cash (382) (4,780) Cash at beginning of period 31,766 26,756 -------- ------- Cash at end of period 31,384 21,976 Temporary investments -- 7,350 -------- ------- Cash and temporary investments at end of period $ 31,384 $29,326 ======== =======
See notes to consolidated financial statements. -5- (Unaudited) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended August 31, 1994, are not necessarily indicative of the results that may be expected for the year ended May 31, 1995. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended May 31, 1994. The consolidated financial statements include the accounts of Texas Industries, Inc. (the Company) and all subsidiaries. The minority interest represents the 19.1% separate public ownership of Chaparral Steel Company (Chaparral). Property, plant and equipment is recorded at cost. Provisions for depreciation are computed generally using the straight-line method. Provisions for depletion of mineral deposits are computed on the basis of the estimated quantity of recoverable raw materials. For cash flow purposes, temporary investments, which have maturities of less than 90 days when purchased, are considered cash equivalents. Earnings per share are computed by deducting preferred dividends from net income and adjusting for amortization of additional goodwill in connection with the contingent payment for the acquisition of Chaparral, then dividing this amount by the weighted average number of common shares outstanding during the period, including common stock equivalents. Goodwill, currently being amortized on a straight-line basis over a 40-year period, is net of accumulated amortization of $10.5 million at August 31, 1994 and $9.9 million at May 31, 1994. Management regularly reviews remaining goodwill with consideration toward recovery through future operating results (undiscounted) at the current rate of amortization. The Company's policy for new facilities is to capitalize certain costs until the facility is substantially complete and ready for its intended use. Chaparral began the commissioning of the large beam mill in February 1991. The mill was substantially complete and ready for its intended use in the third quarter of fiscal 1992 with a total of $15.1 million of costs deferred. During the three months ended August 31, 1994 and 1993, $754,000 was expensed on a five-year straight-line amortization. Total accumulated amortization is $7.8 million. WORKING CAPITAL Working capital totaled $163.4 million at August 31, 1994, compared to $161.4 million at May 31, 1994. Notes and accounts receivable of $94.9 million at August, compared with $76.8 million at May, are presented net of allowances for doubtful receivables of $4.8 million at August and $4.6 million at May. -6- WORKING CAPITAL--Continued Inventories are as follows:
August May ------ --- In thousands Finished products $ 57,538 $ 72,583 Work in process 16,385 21,708 Raw materials and supplies 44,272 41,560 -------- -------- $118,195 $135,851 ======== ========
Inventories are stated at cost (not in excess of market) generally using the last-in, first-out method (LIFO). If the average cost method (which approximates current replacement cost) had been used, inventory values would have been higher by $12.0 million at August and May. LONG-TERM DEBT Long-term debt is comprised of the following:
August May ------ --- In thousands Secured Debt Senior note due through 1999, interest rate at 6.81% (1.5% over LIBOR) $ 68,250 $ 71,000 First mortgage notes of Chaparral, due through 1995, interest rates from 6.59% to 7.09% (up to 2% over LIBOR) 4,423 7,256 First mortgage notes of Chaparral due through 2001, interest rate 14.2% 26,595 26,595 Purchase money obligations, maturing through 1999, interest rates from 7% to 11.5% 3,615 3,727 Unsecured Debt Senior notes of Chaparral, due through 2004, interest rates to 10.85% 80,000 80,000 Pollution control bonds, due through 2007, interest rates from 5.81% to 10% 11,366 11,366 Other, maturing through 2005, interest rates from 7.5% to 10% 2,361 2,446 -------- -------- 196,610 202,390 30,789 31,127 -------- -------- $165,821 $171,263 ======== ========
Annual maturities of long-term debt for each of the five succeeding years are $30.8, $31.0, $28.6, $28.5, and $24.3 million. The Company has available a bank line of credit of $25 million of which $4.7 million has been utilized to support letters of credit. This line is due to expire in November 1996. The interest rate charged on borrowings is 1.25% over LIBOR. Commitment fees at an annual rate of 1/2 of 1% are paid on the unused portion of this line. Chaparral has utilized $10 million of its $20 million available bank lines of credit, which are due to expire on January 1995, if not renewed. Interest rates on borrowings currently range from 5% to 5.03%. Commitment -7- LONG-TERM DEBT-Continued fees at an annual rate of 3/8 of 1% are paid on the unused portions of these lines. The loan agreements contain covenants which provide for minimum working capital, restrictions on purchases of treasury stock, payment of dividends on common stock, limitations on incurring certain indebtedness and making certain investments. Under the most restrictive of these agreements, the aggregate amount of annual cash dividends on common stock is limited based on the ratio, excluding Chaparral, of earnings before interest, taxes, depreciation and amortization plus dividends from Chaparral to fixed charges. Chaparral loan agreements also restrict dividends and advances to its shareholders, including the parent company, to $32.5 million as of August 31, 1994. The Company and Chaparral are in compliance with all loan covenant restrictions. Property, plant and equipment, principally Chaparral's, carried at a net amount of approximately $226.6 million at August 31, 1994 is mortgaged as collateral for $34.6 million of secured debt. The Company's Chaparral stock is pledged as collateral for the $68 million Senior note and the $25 million line of credit. The amount of interest paid for the three months presented was $3.5 million in 1994 and $10.1 million in 1993. SHAREHOLDERS' EQUITY Common stock consists of:
August May ------ --- In thousands Shares authorized 15,000 15,000 Shares outstanding at end of period 12,492 12,489 Average shares outstanding for period, including equivalents 12,663 11,327 Shares held in treasury 42 45 Shares reserved for stock options and other 1,322 1,334
There are authorized 100,000 shares of Cumulative Preferred Stock, no par value, of which 20,000 shares are designated $5 Cumulative Preferred Stock (Voting), redeemable at $105 per share and entitled to $100 per share upon dissolution. There were 5,976 shares of $5 Cumulative Preferred Stock outstanding at August 1994 and May 1994. An additional 50,000 shares are designated Series A Junior Participating Preferred Stock, redeemable under certain conditions at a redemption price, subject to adjustment, equal to 200 times the aggregate amount to be distributed per share to holders of Common Stock but not less than $100. There are outstanding rights, issued to common shareholders under the Company's Shareholders Protection Plan, to purchase 48,484 shares of Series A Junior Participating Preferred Shares, none of which were outstanding. Under certain conditions, each right may be exercised to purchase one two-hundredth of a share for $100. The rights, which are non-voting, expire in 1996 and may be redeemed by the Company at a price of five cents per right at any time. STOCK OPTION PLANS The Company's stock option plans provide that non-qualified and incentive stock options to purchase Common Stock may be granted to officers and key employees at market prices at date of grant. Generally, options become -8- STOCK OPTION PLANS--Continued exercisable in installments beginning one or two years after date of grant, and expire six or ten years later depending on the initial date of grant. A summary of option transactions for the three months ended August 31, 1994, follows:
Shares Aggregate Under Option Option Price ------------- ------------- In thousands Outstanding at beginning of period 360 $ 7,783 Granted 91 3,066 Exercised (1) (36) Cancelled (10) (366) --- ------- Outstanding at end of period 440 $10,447 === ======= Reserved for future options 823 ===
INCOME TAXES Federal income taxes for the interim periods ended August 31, 1994 and 1993, have been included in the accompanying financial statements on the basis of an estimated annual rate. Without consideration of the additional tax provision caused by the change in the statutory federal tax rate, the estimated annualized tax rate is 32.2% for 1994 compared with 31.6% for 1993. The primary reason that these respective tax rates differ from the 35% statutory corporate rate is due to goodwill expense which is not tax deductible, percentage depletion which is tax deductible and the benefit of utilization of investment tax credit carryforward amounts. The Company made income tax payments of $2,556,000 in 1994 and $1,404,000 in 1993. Effective June 1, 1992, the Company adopted Statement of Financial Accounting Standards 109, Accounting for Income Taxes (SFAS 109). An additional income tax provision of $1,949,000 was recognized in the interim period ended August 31, 1993 due to federal tax legislation enacted on August 10, 1993 which raised the corporate tax rate to 35%. LEGAL PROCEEDINGS AND CONTINGENT LIABILITIES The Company is subject to federal, state and local environmental laws and regulations concerning, among other matters, air emissions, furnace dust disposal and wastewater discharge. The Company believes it is in substantial compliance with applicable environmental laws and regulations. Notwithstanding such compliance, if damage to persons or property or contamination of the environment has been or is caused by the conduct of the Company's business or by hazardous substances or wastes used in, generated or disposed of by the Company, the Company may be held liable for such damages and be required to pay the cost of investigation and remediation of such contamination. The amount of such liability could be material. Changes in federal or state laws, regulations or requirements or discovery of unknown conditions could require additional expenditures by the Company. The Company and subsidiaries are defendants in lawsuits which arose in the normal course of business. In managements judgment (based on the opinion of counsel) the ultimate liability, if any, from such legal proceedings will not have a material effect on the consolidated financial position. -9- EXHIBIT A --------- INDEPENDENT ACCOUNTANTS' REVIEW REPORT Board of Directors Texas Industries, Inc. We have reviewed the accompanying condensed consolidated balance sheet of Texas Industries, Inc. and subsidiaries as of August 31, 1994, and the related condensed consolidated statements of income and cash flows for the three-month periods ended August 31, 1994 and 1993. These financial statements are the responsibility of the Company's management. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, which will be performed for the full year with the objective of expressing an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the accompanying condensed consolidated financial statements referred to above for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of Texas Industries, Inc. and subsidiaries as of May 31, 1994, and the related consolidated statements of income, shareholders' equity, and cash flows for the year then ended [not present herein] and in our report dated July 15, 1994, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of May 31, 1994, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. /s/Ernst & Young LLP -------------------- September 15, 1994 -10- (Unaudited) MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING RESULTS AND FINANCIAL CONDITION RESULTS OF OPERATIONS Comparison of operations and financial condition for the three months ended August 31, 1994 to the three months ended August 31, 1993. Consolidated net sales of $201.0 million increased 19% over last year as both business segments enjoyed increased demand and higher pricing. Steel sales were $124.4 million, up 22% on 5% higher average prices and 16% greater tonnage. Large beam tonnage was up sharply over year ago shipments on slightly higher pricing. However, overall structural pricing trended down slightly over the summer months following scrap prices which declined modestly during the same period. Steel orders during the quarter were at the highest level seen in two years. Cement/concrete sales grew by 15% to $76.6 million, resulting primarily from an expansion of north Texas ready-mix capacity and higher cement pricing. Cement and aggregate shipments were up only slightly as unseasonal rains delayed work in June and July. Annualized cement shipments should remain at capacity levels as construction demand continues to improve. However, increases in cement shipments above productive capacity are not attainable without outside purchases since inventories have been depleted. Ready-mix yardage increased 20% as certain Dallas/Ft. Worth plant sites and trucks were purchased from a competitor early in the current quarter. Average trade price of cement increased 19%, while ready-mix and aggregates increased 5% over the prior year quarter. Pricing on these products continued to trend up during the quarter. BUSINESS SEGMENTS
Three months ended August 31, 1994 1993 ---- ---- In thousands NET SALES Bar mill $ 40,527 $ 31,475 Structural mills 82,945 69,542 Transportation 910 879 -------- -------- TOTAL STEEL 124,382 101,896 Cement 28,494 23,912 Ready-mix 27,967 22,202 Stone, sand & gravel 17,424 15,755 Other products 16,735 14,829 Interplant (14,035) (9,846) -------- -------- TOTAL CEMENT/CONCRETE 76,585 66,852 -------- -------- TOTAL NET SALES $200,967 $168,748 ======== ======== UNITS SHIPPED Bar mill(tons) 120 100 Structural mills (tons) 245 215 -------- -------- TOTAL STEEL TONS 365 315 Cement (tons) 575 565 Ready-mix (cubic yards) 599 499 Stone, sand & gravel (tons) 3,387 3,268
-11- BUSINESS SEGMENTS--Continued
Three months ended August 31, 1994 1993 ---- ---- In thousands STEEL OPERATIONS Gross profit $18,463 $16,549 Less: Depreciation & amortization 8,408 8,406 Selling, general & administrative 3,935 4,579 Other income (129) (789) ------- ------- OPERATING PROFIT 6,249 4,353 CEMENT/CONCRETE OPERATIONS Gross profit 26,887 19,788 Less: Depreciation, depletion & amortization 3,621 3,653 Selling, general & administrative 5,113 5,288 Other income (692) (721) ------- ------- OPERATING PROFIT 18,845 11,568 ------- ------- TOTAL OPERATING PROFIT 25,094 15,921 CORPORATE RESOURCES Other income 300 204 Less: Depreciation & amortization 204 197 Selling, general & administrative 3,191 3,304 ------- ------- (3,095) (3,297) INTEREST EXPENSE (5,512) (7,933) ------- ------- INCOME BEFORE TAXES & OTHER ITEMS $16,487 $ 4,691 ======= =======
Consolidated cost of products sold, including depreciation and amortization, was $167.4 million, an increase of $23.1 million , due mostly to the cost of 50,000 added tons of steel and higher expense of purchased scrap. Steel cost of sales was $114.3 million, an increase of $20.6 million. Scrap costs were 10% higher than in 1993. Cement/concrete was up $2.5 million to $53.1 million, due primarily to increased ready-mix volume. Operating profit of $25.1 million in 1994 was $9.2 million higher than the year ago quarter due to higher sales and improved margins. Profits were $3.5 million lower in steel than the May quarter due to the normal, scheduled summer shut-down to refurbish the production facilities. Cement/concrete profits were $2.4 million lower than the May quarter due to higher cement kiln maintenance at both plants and lower volumes of concrete products in South Texas and Louisiana due to unseasonal rains. Selling, general and administrative, at $12.7 million, decreased by $879,000 principally due to steel severance expenses borne in 1993. Changes in cement/concrete and corporate resources were minor. Interest expense declined $2.4 million to $5.5 million in 1994 due to last years debt reduction and restructuring with lower interest rates. Income tax expense was provided at a slightly higher effective tax rate which anticipates more pre-tax income in 1994 to be taxed at the 35% U. S. corporate rate. In 1993 a $1.9 million non-cash adjustment was made to the balance sheet liability for deferred federal income taxes as a result of the 1% tax increase enacted in August 1993. -12- CASH FLOWS Net cash provided by operations, at $27.5 million in 1994, is $21.7 million higher than in 1993 due to higher income and overall improvement in working capital items. Chaparral reduced inventories by $17.4 million. Accounts receivable, on higher monthly sales, increased $6.3 million in steel and $11.7 million in cement/concrete. Average days' sales were slightly higher in steel and somewhat lower in cement/concrete. Investing activities used $15.7 million cash in 1994 as compared to $7.0 million in 1993. Capital expenditures have been higher this year as expected. Financing activities used $8.6 million more, or $12.2 million in 1994 due primarily to repayment of $5 million in Chaparral bank debt this year as compared to 1993 borrowing of a like amount. FINANCIAL CONDITION TXI has a $25 million bank line of credit available, $4.7 million of which is utilized to support letters of credit. Chaparral has short-term credit facilities of $20 million, $10 million of which was drawn as of August 31, 1994. These arrangements are eligible to renew in November of 1996 and January 1995, respectively. The Company anticipates that with these or similar credit facilities and anticipated cash from operations, funds will be adequate to provide for capital expenditures, scheduled debt repayments and other known working capital needs. -13- PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K The following exhibits are included herein: (11) Statement re: Computation of earnings per share (15) Letter re: Unaudited Interim Financial Information (27) Financial Data Schedule This schedule contains summary financial information extracted from the Registrant's Unaudited August 31, 1994 Consolidated Financial Statements and is qualified in its entirety by reference to such financial statements. The Registrant did not file any reports on Form 8-K during the three months ended August 31, 1994. SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TEXAS INDUSTRIES, INC. October 13, 1994 /s/ Richard M. Fowler - ---------------- --------------------- Richard M. Fowler Vice President & Chief Financial Officer October 13, 1994 /s/ James R. McCraw - ---------------- -------------------- James R. McCraw Vice President - Controller -14- INDEX TO EXHIBITS EXHIBITS DESCRIPTION -------- ----------- 11. Statement re: computation of per share earnings 15. Letter re: Unaudited Interim Financial Information 27. Financial Data Schedule This schedule contains summary financial information extracted from the Registrant's Unaudited August 31, 1994 Consolidated Financial Statements and is qualified in its entirety by reference to such financial statements. EX-11 2 COMPUTATION OF EARNINGS EXHIBIT 11 (Unaudited) COMPUTATION OF EARNINGS PER SHARE TEXAS INDUSTRIES, INC. AND SUBSIDIARIES
Three months ended August 31, 1994 1993 ---- ---- In thousands except per share AVERAGE SHARES OUTSTANDING Primary: Average shares outstanding 12,490 11,017 Stock options and other equivalents - treasury stock method using average market prices 173 68 ------- ------- TOTAL 12,663 11,085 ======= ======= Fully diluted: Average common shares outstanding 12,490 11,017 Stock options and other equivalents - treasury stock method using end of quarter market price if higher than average 173 68 ------- ------- TOTAL 12,663 11,085 ======= ======= NET INCOME APPLICABLE TO COMMON STOCK Primary: Net income $10,766 $ 1,426 Adjustments: Dividend on preferred stock (7) (7) Contingent price amortization 58 58 ------ ------ TOTAL $10,817 $ 1,477 ====== ====== Fully diluted: Net income $10,766 $ 1,426 Adjustments: Dividend on preferred stock (7) (7) Contingent price amortization 58 58 ------ ------ TOTAL $10,817 $ 1,477 ====== ====== PER SHARE Primary: Net income per common share and common equivalent share $ .85 $ .13 ====== ====== Fully diluted: Net income per common share and dilutive common equivalent share $ .85 $ .13 ====== ======
EX-15 3 REPORT OF E&Y EXHIBIT 15 Board of Directors Texas Industries, Inc. We are aware of the incorporation by reference in the Registration Statement Number 2-95879 on Form S-8, Post-Effective Amendment Number 9 to Registration Statement Number 2-48986 on Form S-8, and Registration Statement Number 33- 53715 on Form S-8 of Texas Industries, Inc. and in the related Prospectuses of our report dated September 15, 1994, relating to the unaudited condensed consolidated interim financial statements of Texas Industries, Inc. which are included in its Form 10-Q for the quarter ended August 31, 1994. Pursuant to Rule 436(c) of the Securities Act of 1933 our report is not a part of the Registration Statement prepared or certified by accountants within the meaning of the Section 7 or 11 of the Securities Act of 1933. /s/ Ernst & Young LLP ---------------------- October 11, 1994 Dallas, Texas EX-27 4 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Registrant's unaudited August 31, 1994 consolidated Financial Statements and is qualified in its entirety by reference to such financial statements. 1,000 3-Mos May-31-1995 Aug-31-1994 31,384 0 99,694 4,798 118,195 280,378 879,064 529,674 755,688 117,016 196,610 12,534 0 598 349,747 755,688 200,967 200,967 167,421 167,421 0 183 5,512 16,487 5,307 10,766 0 0 0 10,766 .85 .85
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