<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended NOVEMBER 30, 1993
--------------------------------------------------
/ / TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from_____________________to______________________
_____________________________________________
For Quarter Ended NOVEMBER 30, 1993 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 ID No.)
incorporation or organization)
7610 STEMMONS FREEWAY, #200
DALLAS, TX 75247
----------------------------------------------- -------------------------
(Address of principal executive offices) Zip Code
(Registrant's 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
----- ------
11,017,214 Shares of Common Stock, Par Value $1.00, outstanding at January 7,
1994.
Page 1 of 15
<PAGE>
INDEX
TEXAS INDUSTRIES, INC. AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Balance Sheets -- November 30, 1993
and May 31, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Income -- three months ended
and six months ended November 30, 1993 and November 30, 1992 . . . 4
Consolidated Statements of Cash Flows -- six months
ended November 30, 1993 and November 30, 1992 . . . . . . . . . . . 5
Notes to Consolidated Financial Statements -- November 30, 1993 . . 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 4. Submission of Matters to a Vote of Security Holders . . . . . . . 13
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . 13
SIGNATURES
- ----------
2
<PAGE>
(Unaudited)
CONSOLIDATED BALANCE SHEETS
TEXAS INDUSTRIES, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
November 30, May 31,
1993 1993
---- ----
In thousands
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and temporary investments $ 19,208 $ 33,089
Notes and accounts receivable 80,239 76,711
Inventories 115,956 117,987
Prepaid expenses 35,935 32,745
--------- ---------
TOTAL CURRENT ASSETS 251,338 260,532
OTHER ASSETS
Real estate and other investments 30,131 30,188
Goodwill 74,075 75,234
Commissioning costs and other assets 25,425 25,788
--------- ---------
129,631 131,210
PROPERTY, PLANT AND EQUIPMENT
Land and land improvements 88,042 86,697
Buildings 51,590 51,533
Machinery and equipment 726,247 720,526
--------- ---------
865,879 858,756
Less allowances for depreciation 511,336 493,198
--------- ---------
354,543 365,558
--------- ---------
$ 735,512 $ 757,300
--------- ---------
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Trade accounts payable $ 47,664 $ 48,662
Accrued interest, wages and other items 28,225 29,668
Current portion of long-term debt 24,542 22,794
--------- ---------
TOTAL CURRENT LIABILITIES 100,431 101,124
LONG-TERM DEBT 237,718 267,243
DEFERRED FEDERAL INCOME TAXES AND OTHER
CREDITS 73,552 71,313
MINORITY INTEREST 35,260 35,109
STOCKHOLDERS' EQUITY
Preferred stock 598 598
Common stock, $1 par value 11,100 11,100
Capital surplus 220,876 220,776
Earned surplus 58,812 52,933
Cost of common shares in treasury ( 2,835) ( 2,896)
--------- ---------
288,551 282,511
--------- ---------
$ 735,512 $ 757,300
--------- ---------
--------- ---------
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
(Unaudited)
CONSOLIDATED STATEMENTS OF INCOME
TEXAS INDUSTRIES, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
Three months ended Six months ended
November 30, November 30,
1993 1992 1993 1992
---- ---- ---- ----
In thousands except per share
<S> <C> <C> <C> <C>
NET SALES $ 173,123 $ 153,411 $ 341,871 $ 308,917
COSTS AND EXPENSES (INCOME)
Cost of products sold 147,470 135,260 291,761 275,337
Selling, administrative and general 10,700 10,325 24,247 20,539
Interest 6,932 8,254 14,865 16,551
Other income ( 1,507) ( 1,034) ( 3,221) ( 1,983)
-------- -------- -------- --------
163,595 152,805 327,652 310,444
-------- -------- -------- --------
INCOME (LOSS) BEFORE THE FOLLOWING ITEMS 9,528 606 14,219 ( 1,527)
INCOME TAXES
Current period provision (benefit) 3,097 215 4,580 ( 534)
Change in statutory federal tax rate -- -- 1,949 --
-------- -------- -------- --------
3,097 215 6,529 ( 534)
Minority interest in Chaparral ( 846) ( 127) ( 679) 314
-------- -------- -------- --------
NET INCOME (LOSS) $ 5,585 $ 264 $ 7,011 $( 679)
-------- -------- -------- --------
-------- -------- -------- --------
Average common shares 11,098 11,066 11,092 11,072
Net income (loss) per common share $ .51 $ .03 $ .64 $( .05)
-------- -------- -------- --------
-------- -------- -------- --------
Cash dividends $ .05 $ .05 $ .10 $ .10
-------- -------- -------- --------
-------- -------- -------- --------
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
(Unaudited)
CONSOLIDATED STATEMENTS OF CASH FLOWS
TEXAS INDUSTRIES, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
Six months ended
November 30,
1993 1992
---- ----
In thousands
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ 7,011 $( 679)
Gain on disposal of assets ( 1,059) ( 128)
Non-cash items:
Depreciation, depletion and amortization 24,529 25,244
Deferred taxes 2,105 ( 2,082)
Undistributed minority interest 151 ( 882)
Other - net 1,385 ( 415)
Changes in operating assets and liabilities
Notes and accounts receivable ( 3,972) 6,850
Inventories and prepaid expenses ( 1,930) 3,682
Accounts payable and accrued liabilities ( 2,441) ( 1,163)
Real estate and investments 501 229
------- -------
Net cash provided by operations 26,280 30,656
INVESTING ACTIVITIES
Capital expenditures (10,913) ( 8,357)
Proceeds from disposition of assets 1,127 229
Proceeds from temporary investments 2,689 2,691
Cash surrender value - insurance ( 181) 6,034
Other - net ( 423) 1,082
------- -------
Net cash (used) provided by investing ( 7,701) 1,679
FINANCING ACTIVITIES
Proceeds of long-term borrowing 50,517 --
Debt retirements (77,766) (11,406)
Dividends paid ( 1,117) ( 1,112)
Other - net ( 1,416) 173
------- -------
Net cash used by financing (29,782) (12,345)
------- -------
(Decrease) increase in cash (11,203) 19,990
Cash at beginning of period 26,756 14,132
------- -------
Cash at end of period 15,553 34,122
Temporary investments 3,655 3,837
------- -------
------- -------
Cash and temporary investments at end of period $19,208 $37,959
------- -------
------- -------
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
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 six-month period ended November 30,
1993, are not necessarily indicative of the results that may be expected for the
year ended May 31, 1994. 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, 1993.
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. Amortization of commissioning costs
associated with Chaparral's large beam mill is computed on a straight-line
basis over a five-year period. Investment tax credit is accounted for using the
flow-through method.
For cash flow purposes, temporary investments, which have maturities of
less than 90 days when purchased, are considered cash equivalents. Temporary
investments of $3.7 million at November 30, 1993 and $6.3 million at May 31,
1993 which are included in cash on the balance sheets, exceed 90 day maturity.
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 on the balance sheet is presented net of accumulated amortization
of $8,735,000 at November 30, 1993 and $7,576,000 at May 31, 1993.
The Company has no postretirement health benefits and, therefore, realizes
no effect from recent accounting requirements under Statement of Financial
Accounting Standards 106, "Employers' Accounting for Postretirement Benefits
Other than Pensions" (SFAS 106).
WORKING CAPITAL
Working capital totaled $150.9 million at November 30, 1993, compared to
$159.4 million at May 31, 1993.
Notes and accounts receivable of $80.2 million at November, compared with
$76.7 million at May, are presented net of allowances for doubtful receivables
of $4.3 million at November and $4.2 million at May.
Inventories are as follows
<TABLE>
<CAPTION>
November May
-------- ---
In thousands
<S> <C> <C>
Finished products $ 56,785 $ 54,049
Work in process 18,445 21,279
Raw materials and supplies 40,726 42,659
--------- ---------
$ 115,956 $ 117,987
--------- ---------
--------- ---------
</TABLE>
6
<PAGE>
WORKING CAPITAL-Continued
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 $8.9 million at November and $6.6 million at May.
COMMISSIONING COSTS
Chaparral began the commissioning of the large beam mill in February 1991.
Certain costs of the facility, consistent with past accounting practice, were
being capitalized until the facility was substantially complete and ready for
its intended use in the February 1992 quarter. A total of $15.1 million in
costs have been capitalized. During the six months ended November 30, 1993,
$1.5 million was expensed based on a five-year straight-line amortization.
Total accumulated amortization is $5.5 million.
LONG-TERM DEBT
Annual maturities of long-term debt for each of the five succeeding years
are $24.5, $39.4, $34.2, $34.0, and $20.5 million. Long-term debt is comprised
of the following:
<TABLE>
<CAPTION>
November May
-------- ---
In thousands
<S> <C> <C>
Secured Debt:
$71 million Senior notes due through 1999,
interest rate at 2% over LIBOR $ 50,000 $ --
First mortgage notes of Chaparral, due through
1995, interest rates 37% at 10.2% and 63% at up
to 2% over LIBOR 11,508 15,759
First mortgage notes of Chaparral due
through 2001, interest rate 14.2% 30,687 30,687
Purchase money obligations, maturing through 1999,
interest rates from 7% to 11.5% 4,205 3,867
Unsecured Debt:
9-3/4% Senior notes due through 2000 21,000 24,000
Senior notes of Chaparral, due through 2004,
interest rates to 10.85% 80,000 80,000
Senior notes, due through 1994, interest rate at
5/8% over CD rate -- 18,750
12-7/8% Subordinated debentures, due 1995, effective
rate 13%, less unamortized discount -- 49,924
9% Convertible subordinated debentures, due 2008 49,965 49,965
Pollution control bonds, due through 2007, interest
rates from 4.5% to 10% 12,039 12,719
Other, maturing through 2005, interest rates
from 7.5% to 10% 2,856 4,366
-------- --------
262,260 290,037
Less current maturities 24,542 22,794
-------- --------
$237,718 $267,243
-------- --------
-------- --------
</TABLE>
The Company has available a bank line of credit of $25 million of which
$5.5 million has been utilized to support letters of credit. This line is due
to expire in November 1996. Commitment fees at an annual rate of 1/2 of 1% are
paid on the unused portion of this line.
Chaparral has available bank lines of credit of $20 million which are due
to expire in January 1994, if not renewed. Commitment fees at an annual rate of
3/8 of 1% are paid on the unused portions of these lines.
7
<PAGE>
LONG-TERM DEBT-Continued
The loan agreements contain covenants which provide for minimum cash flows
and 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 $31.9 million as of November 30, 1993. 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 $259.4 million at November 30, 1993 is mortgaged as
collateral for $46.4 million of secured debt. The Company's Chaparral stock is
pledged as security for the $71 million Senior note and $25 million bank line of
credit.
The 9% convertible subordinated debentures are subject to anti-dilution
provisions and are convertible using a value of $32.74 per share. The
debentures are redeemable by the Company at par.
The amount of interest paid for the six months presented was $18.5 million
in 1993 and $18.0 million in 1992.
STOCKHOLDERS' EQUITY
Common stock consists of:
<TABLE>
<CAPTION>
November May
-------- ---
In thousands
<S> <C> <C>
Shares authorized 15,000 15,000
Shares outstanding at end of period 11,017 11,015
Average shares outstanding for period,
including equivalents 11,092 11,085
Shares held in treasury 83 85
Shares reserved for:
Convertible subordinated debentures 1,526 1,526
Stock options and other 1,469 640
</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 November 1993 and May 1993.
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 stockholders 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
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 six months ended November 30, 1993, follows:
8
<PAGE>
STOCK OPTION PLANS-Continued
<TABLE>
<CAPTION>
Shares Under Aggregate
Option Option Price
------------ ------------
In thousands
<S> <C> <C>
Outstanding at beginning of period 430 $10,129
Granted 87 2,108
Cancelled ( 19) ( 527)
--- ------
Outstanding at end of period 498 $11,710
--- ------
--- ------
Reserved for future options 913
---
---
</TABLE>
INCOME TAXES
Federal income taxes for the interim periods ended November 30, 1993 and
1992, 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 1993 compared with 35.0% for 1992. The primary
reason that these respective tax rates differ from the 35% and 34% statutory
corporate rates 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 $5,317,000 in 1993 and $328,000 in 1992.
Effective June 1, 1992, the Company adopted Statement of Financial
Accounting Standards 109, "Accounting for Income Taxes" (SFAS 109). This
standard, which changes the classification of current versus non-current
deferred tax liabilities, did not have a material effect on the Company's
financial position or operating results. The Company recognized an additional
income tax provision of $1,949,000 in the interim period ended November 30, 1993
due to federal tax legislation enacted on August 10, 1993 which raised the
corporate tax rate to 35% on all liabilities and benefits previously recorded.
LEGAL PROCEEDINGS AND CONTINGENT LIABILITIES
The Company and subsidiaries are defendants in lawsuits which arose in the
normal course of business. In management's judgement (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 November 30, 1993, and the related
condensed consolidated statements of income for the three-month and six-month
periods ended November 30, 1993 and 1992, and the condensed consolidated
statements of cash flows for the six-month periods ended November 30, 1993 and
1992. 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, 1993, and the related consolidated statements of
income, stockholders' equity, and cash flows for the year then ended [not
present herein] and in our report dated July 14, 1993, 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, 1993, is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.
/s/ Ernst & Young
--------------------------------
December 15, 1993
10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF OPERATING RESULTS AND FINANCIAL CONDITION
(Unaudited)
RESULTS OF OPERATIONS
Comparison of operations and financial condition for the three months and
six months ended November 30, 1993 to the three months and six months ended
November 30, 1992.
Current quarter net sales of $173.1 million increased $19.7 million or
12.8%. Quarter steel shipments of 350,000 tons were down 1.4% from last year.
However, $333 per ton average pricing during the quarter was up 12% from a year
ago and yielded $117.2 million total steel sales. Average pricing continues to
benefit from the new pricing structure implemented last spring, as well as
product rationalization and the increasing cost of scrap which influences prices
upward. Cement/concrete sales of $55.9 million during the quarter represents a
19.3% increase from a year ago. Increased demand in our markets have
strengthened shipments by 15-20% over last year. Cement shipments of 479,000
tons were 20% higher than last year's quarter. Some of the added cement tons in
the quarter were purchased from competitors in order to meet customer demand, as
our plants were shipping at capacity. Purchased cement yields no profits
currently but permits continued service to long-term customers.
Cost of products sold increased 9.0% in the quarter to $147.5 million.
This $12.2 million increase is the result of steel costs increasing by $4.7
million due to a 25% increase in raw scrap costs; cement/concrete costs
increased $7.5 million from greater shipments. The increase in steel scrap
costs were partially offset by reduced manufacturing costs resulting from last
summer's restructuring efforts. Scrap cost increases have gained momentum in
the last three months as domestic demand has increased. Cement/concrete costs,
up 20.2%, were influenced upward not only by higher shipments but also purchased
cement tons and major maintenance in the two cement plants. Ready-mix and
aggregate costs of sales per unit improved due largely to volume considerations.
Selling, general and administrative costs, at $10.7 million in the
quarter are up slightly. The six month total of $24.2 million reflects an
increase of $3.7 million. Some $3.4 million of this increase occurred in
Chaparral, primarily due to severance and profit sharing cost differences in the
two periods.
Other income of $3.2 million in the six months reflects a $1.2 million
increase over last year. Normal disposal of fixed assets and other items
account for the difference.
The provision for income tax expense for the six months includes $1.9
million non-cash adjustment to the liability for deferred federal income tax
incurred in prior years. This amount represents the 1% increase in the
statutory corporate income tax rate signed into law in August 1993. Most U.S.
companies are required to effect this adjustment since last year's FASB
implementation of "Accounting for Income Taxes" (SFAS 109).
CASH FLOWS
Cash provided by operations during the six months was $26.3 million.
That total compares lower than the 1992 period primarily due to $7.8 million
build in steel receivables and $6.1 increase in steel inventory and prepaids
with offsets due to improved income and deferred taxes. Cement/concrete
receivables declined by $3.9 million while inventories and prepaids reduced by
$4.1 million. The build in steel receivables results from higher unit pricing
and increased days' sales during the six months while the sales pattern in
cement/concrete seasonally declines. Chaparral's prepaid expenses increased
$5.5 million in July for the costs of summer shut-down. As in the past years,
these costs are being amortized through the remainder of fiscal 1994.
Investing activities used $7.7 million cash due primarily to capital
expenditures. Capital outlay was $3.4 million for steel and $7.4 million for
cement/concrete.
Financing activities were impacted by TXI's $96 million refinancing with
a group of major banks on September 24, 1993. Proceeds of $50 million were
borrowed and, along with cement/concrete cash balances, used to retire $50
million of 12 7/8% subordinated debentures and $17 million in senior notes.
11
<PAGE>
FINANCIAL CONDITION
The Company has a $25 million short-term credit facility as well as an
additional $21 million term loan with banks as a result of the refinancing. The
additional term loan will be used to repay the $21 million, 9 3/4% senior notes
in the third quarter. The term loan, currently at 200 basis points over LIBOR
rates, is payable over the next 6 years, and is secured. This refinancing will
reduce interest expense and result in an extended debt retirement schedule.
Chaparral has short-term credit facilities totaling $20 million which
will expire January 31, 1994, if not renewed. Management believes that it will
be able to renew these or negotiate similar credit facilities, if deemed
appropriate.
The Company expects that with these or similar credit facilities and
anticipated cash from operations, funds will be adequate to provide for capital
expenditures, scheduled debt payments and other known working capital needs.
12
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of the Shareholders held October 19, 1993,
shareholders voted 7,455,549 affirmative, 1,817,996 opposed and 1,749,340
abstained or non-voted to approve the Texas Industries, Inc. 1993
Stock Option Plan, replacing the existing stock option plan which expired
in October 1993. The shareholders also elected as Directors of the
Company, Robert Alpert and Richard I. Galland, to terms expiring in 1996.
Votes cast to elect Robert Alpert were 9,532,430 affirmative, 186,424
opposed and 1,304,031 abstained or non-voted. Votes cast to elect Richard
I. Galland were 9,530,907 affirmative,187,947 opposed and 1,304,031
abstained or non-voted.
Item 6. Exhibits and Reports on Form 8-K
The following exhibits are included herein:
(11) Statement re: Computation of earnings per share
(24) Letter re: Consents of experts and counsel
The Registrant did not file any reports on Form 8-K during the three months
ended November 30, 1993.
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.
January 12, 1994 /s/ Richard M. Fowler
- ---------------- ----------------------------------------
Richard M. Fowler
Vice President & Chief Financial Officer
January 12, 1994 /s/ James R. McCraw
- ---------------- ----------------------------------------
James R. McCraw
Vice President - Controller
13
<PAGE>
EXHIBIT 11
(Unaudited)
COMPUTATION OF EARNINGS PER SHARE
TEXAS INDUSTRIES, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
Three months ended Six months ended
November 30, November 30,
1993 1992 1993 1992
---- ---- ---- ----
In thousands except per share
<S> <C> <C> <C> <C>
AVERAGE SHARES OUTSTANDING
Primary:
Average shares outstanding 11,017 10,950 11,017 10,938
Stock options and other equivalents -
treasury stock method using
average market prices 81 116 75 134
------ ------ ------ -----
TOTAL 11,098 11,066 11,092 11,072
------ ------ ------ -----
------ ------ ------ -----
Fully diluted:
Average common shares outstanding 11,017 10,950 11,017 10,938
Stock options and other equivalents -
treasury stock method using end of
quarter market price if higher than
average 81 116 75 134
Assumed conversion of 9% convertible
subordinated debentures -- -- -- --
------ ------ ------ -----
TOTAL 11,098 11,066 11,092 11,072
------ ------ ------ -----
------ ------ ------ -----
NET INCOME APPLICABLE TO COMMON STOCK
Primary:
Net income (loss) $ 5,585 $ 264 $ 7,011 $( 679)
Adjustments:
Dividend on preferred stock ( 7) ( 7) ( 15) ( 15)
Contingent price amortization 58 58 116 116
------ ------ ------ -----
TOTAL $ 5,636 $ 315 $ 7,112 $( 578)
------ ------ ------ -----
------ ------ ------ -----
Fully diluted:
Net income (loss) $ 5,585 $ 264 $ 7,011 $( 679)
Adjustments:
9% convertible subordinated
debenture interest, net of federal
income tax effect -- -- -- --
Dividend on preferred stock ( 7) ( 7) ( 15) ( 15)
Contingent price amortization 58 58 116 116
------ ------ ------ -----
TOTAL $ 5,636 $ 315 $ 7,112 $( 578)
------ ------ ------ -----
------ ------ ------ -----
PER SHARE
Primary:
Net income (loss) per common share
and common equivalent share $ .51 $ .03 $ .64 $( .05)
------ ------ ------ -----
------ ------ ------ -----
Fully diluted:
Net income (loss) per common share and
dilutive common equivalent share $ .51 $ .03 $ .64 $( .05)
------ ------ ------ -----
------ ------ ------ -----
</TABLE>
14
<PAGE>
EXHIBIT 24
Securities and Exchange Commission
Washington, DC 20549
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 Post-Effective Amendment Number 4 to
Registration Statement Number 2-62649 on Form S-8 of our report dated December
15, 1993, relating to the unaudited interim consolidated financial statements of
Texas Industries, Inc., which are included in its Form 10-Q for the quarter
ended November 30, 1993.
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 Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young
---------------------------------
January 10, 1994
Dallas, Texas
15
