<PAGE>
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.
<PAGE>
INDEX
TEXAS INDUSTRIES, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page
- -----------------------------
<S> <S> <C>
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
- ----------
</TABLE>
-2-
<PAGE>
(Unaudited)
CONSOLIDATED BALANCE SHEETS
TEXAS INDUSTRIES, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
August 31, May 31,
1994 1994
---------- -------
In thousands
<S> <C> <C>
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
======== ========
</TABLE>
See notes to consolidated financial statements.
-3-
<PAGE>
(Unaudited)
CONSOLIDATED STATEMENTS OF INCOME
TEXAS INDUSTRIES, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
Three months ended
August 31,
1994 1993
---- ----
In thousands except per share
<S> <C> <C>
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
======== ========
</TABLE>
See notes to consolidated financial statements.
-4-
<PAGE>
(Unaudited)
CONSOLIDATED STATEMENTS OF CASH FLOWS
TEXAS INDUSTRIES, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
Three months ended
August 31,
1994 1993
---- ----
In thousands
<S> <C> <C>
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
======== =======
</TABLE>
See notes to consolidated financial statements.
-5-
<PAGE>
(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-
<PAGE>
WORKING CAPITAL--Continued
Inventories are as follows:
<TABLE>
<CAPTION>
August May
------ ---
In thousands
<S> <C> <C>
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
======== ========
</TABLE>
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:
<TABLE>
<CAPTION>
August May
------ ---
In thousands
<S> <C> <C>
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
======== ========
</TABLE>
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-
<PAGE>
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:
<TABLE>
<CAPTION>
August May
------ ---
In thousands
<S> <C> <C>
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
</TABLE>
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-
<PAGE>
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:
<TABLE>
<CAPTION>
Shares Aggregate
Under Option Option Price
------------- -------------
In thousands
<S> <C> <C>
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
===
</TABLE>
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-
<PAGE>
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-
<PAGE>
(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
<TABLE>
<CAPTION>
Three months ended
August 31,
1994 1993
---- ----
In thousands
<S> <C> <C>
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
</TABLE>
-11-
<PAGE>
BUSINESS SEGMENTS--Continued
<TABLE>
<CAPTION>
Three months ended
August 31,
1994 1993
---- ----
In thousands
<S> <C> <C>
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
======= =======
</TABLE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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.
<PAGE>
EXHIBIT 11
(Unaudited)
COMPUTATION OF EARNINGS PER SHARE
TEXAS INDUSTRIES, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
Three months ended
August 31,
1994 1993
---- ----
In thousands except per share
<S> <C> <C>
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
====== ======
</TABLE>
<PAGE>
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
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
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.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-Mos
<FISCAL-YEAR-END> May-31-1995
<PERIOD-END> Aug-31-1994
<CASH> 31,384
<SECURITIES> 0
<RECEIVABLES> 99,694
<ALLOWANCES> 4,798
<INVENTORY> 118,195
<CURRENT-ASSETS> 280,378
<PP&E> 879,064
<DEPRECIATION> 529,674
<TOTAL-ASSETS> 755,688
<CURRENT-LIABILITIES> 117,016
<BONDS> 196,610
<COMMON> 12,534
0
598
<OTHER-SE> 349,747
<TOTAL-LIABILITY-AND-EQUITY> 755,688
<SALES> 200,967
<TOTAL-REVENUES> 200,967
<CGS> 167,421
<TOTAL-COSTS> 167,421
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 183
<INTEREST-EXPENSE> 5,512
<INCOME-PRETAX> 16,487
<INCOME-TAX> 5,307
<INCOME-CONTINUING> 10,766
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,766
<EPS-PRIMARY> .85
<EPS-DILUTED> .85
</TABLE>
