Summary of Significant Accounting Policies | 9 Months Ended |
Feb. 28, 2014 |
Text Block [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
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 the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes 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 nine-month period ended February 28, 2014 are not necessarily indicative of the results that may be expected for the year ending May 31, 2014. For further information, refer to the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of Texas Industries, Inc. for the year ended May 31, 2013. |
Principles of Consolidation. The consolidated financial statements include the accounts of Texas Industries, Inc. and all subsidiaries except for a joint venture in which the Company has a 40% equity interest. The joint venture is accounted for using the equity method. Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. |
Discontinued Operations. The prior period consolidated financial statements in this Form 10-Q reflect discontinued operations as discussed in Note 2 - Discontinued Operations. |
Estimates. The preparation of financial statements and accompanying notes in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates. |
Fair Value of Financial Instruments. The estimated fair value of each class of financial instrument as of February 28, 2014 and May 31, 2013 approximates its carrying value except for long-term debt having fixed interest rates. The fair value of our long-term debt is estimated based on broker/dealer quoted market prices, which are level two inputs. As of February 28, 2014, the fair value of our long-term debt, including the current portion, was approximately $762.8 million compared to the carrying amount of $658.8 million. As of May 31, 2013, the fair value of our long-term debt, including the current portion, was approximately $723.2 million compared to the carrying amount of $659.8 million. |
Cash and Cash Equivalents. Investments with maturities of less than 90 days when purchased are classified as cash equivalents and consist primarily of money market funds and investment grade commercial paper issued by major corporations and financial institutions. |
Receivables. Management evaluates the ability to collect accounts receivable based on a combination of factors. A reserve for doubtful accounts is maintained based on the length of time receivables are past due or the status of a customer’s financial condition. If we are aware of a specific customer’s inability to make required payments, specific amounts are added to the reserve. |
Environmental Liabilities. We are subject to environmental laws and regulations established by federal, state and local authorities, and make provision for the estimated costs related to compliance when it is probable that an estimable liability has been incurred. |
Legal Contingencies. We are a defendant in lawsuits which arose in the normal course of business and make provision for the estimated loss from any claim or legal proceeding when it is probable that an estimable liability has been incurred. |
Inventories. Inventories are stated at the lower of cost or market. We use the last-in, first out (“LIFO”) method to value finished products, work in process and raw material inventories, excluding natural aggregate inventories. We use the average cost method to value natural aggregate finished goods and raw materials, and parts and supplies, which includes emission allowance credits. Our natural aggregate inventory includes a reserve against volumes in excess of an average twelve-month period of actual sales. |
We recognize the emission allowance credits issued by the California Air Resources Board (CARB) at zero cost and average them with the cost of additional credits that we purchase from state approved sources. |
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Long-lived Assets. Management reviews long-lived assets on a facility by facility basis for impairment whenever changes in circumstances indicate that the carrying amount of the assets may not be recoverable and would record an impairment charge if necessary. Such evaluations compare the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset and are significantly impacted by estimates of future prices for our products, capital needs, economic trends and other factors. Estimates of future cash flows reflect Management’s belief that it operates in a cyclical industry. |
Property, plant and equipment is recorded at cost. Costs incurred to construct certain long-lived assets include capitalized interest which is amortized over the estimated useful life of the related asset. Interest is capitalized during the construction period of qualified assets based on the average amount of accumulated expenditures and the weighted average interest rate applicable to borrowings outstanding during the period. If accumulated expenditures exceed applicable borrowings outstanding during the period, capitalized interest is allocated to projects under construction on a pro rata basis. Provisions for depreciation are computed generally using the straight-line method. Useful lives for our primary operating facilities range from 10 to 25 years with certain cement facility structures having useful lives of 40 years. Provisions for depletion of mineral deposits are computed on the basis of the estimated quantity of recoverable raw materials. The costs of removing overburden and waste materials to access mineral deposits are referred to as stripping costs. All production phase stripping costs are recognized as costs of the inventory produced during the period the stripping costs are incurred. Maintenance and repairs are charged to expense as incurred. |
Goodwill and Goodwill Impairment. Management tests goodwill for impairment annually by reporting unit in the fourth quarter of our fiscal year. Management may make optional use of the qualitative assessment provided by the accounting guidance as part of its annual testing. The accounting guidance permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If this is concluded to be the case then management would proceed with the quantitative impairment test using a two-step process. Otherwise, the quantitative impairment test is not required. |
The first step of the quantitative impairment test identifies potential impairment by comparing the fair value of a reporting unit to its carrying value including goodwill. In applying a fair-value based test, estimates are made of the expected future cash flows to be derived from the reporting unit. Similar to the review for impairment of other long-lived assets, the resulting fair value determination is significantly impacted by estimates of future prices for our products, capital needs, economic trends and other factors. If the carrying value of the reporting unit exceeds its fair value, the second step of the quantitative impairment test is performed to measure the amount of impairment loss, if any. The second step of the impairment test compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. If the carrying value of the reporting unit goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. |
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Goodwill resulting primarily from the acquisition of ready-mix operations in Texas and Louisiana and identified with our concrete operations has a carrying value of $40.1 million at February 28, 2014 and $40.6 million at May 31, 2013. |
Income Taxes. Texas Industries, Inc. (the parent company) joins in filing a consolidated return with its subsidiaries based on federal and certain state tax filing requirements. Certain subsidiaries also file separate state income tax returns. Current and deferred tax expense is allocated among the members of the group based on a stand-alone calculation of the tax of the individual member. We recognize and classify deferred income taxes using an asset and liability method, whereby deferred tax assets and liabilities are recognized based on the tax effect of temporary differences between the financial statements and the tax basis of assets and liabilities, as measured by current enacted tax rates. |
We calculate our current and deferred tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed during subsequent years. Adjustments based on filed returns are generally recorded in the year the tax returns are filed. |
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The amount of income tax we pay is subject to ongoing audits by federal and state authorities which may result in proposed assessments. Our estimate of the potential outcome for any uncertain tax issue is highly judgmental. We account for these uncertain tax issues using a two-step approach to recognizing and measuring uncertain tax positions taken or expected to be taken in a tax return. The first step determines if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step measures the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. We adjust reserves for our uncertain tax positions due to changing facts and circumstances, the closing of a tax audit, judicial rulings, or realization of earnings or deductions that differ from our estimates. To the extent that the final outcome of these matters differs from the amounts recorded, such differences generally will impact our provision for income taxes in the period in which such a determination is made. Our provisions for income taxes include the impact of reserve provisions and changes to reserves that are considered appropriate including related interest and penalties. |
Management reviews our deferred tax position and in particular our deferred tax assets whenever circumstances indicate that the assets may not be realized in the future and recognizes a valuation allowance unless such deferred tax assets are deemed more likely than not to be recoverable. The ultimate realization of these deferred tax assets is dependent upon various factors including the generation of taxable income during future periods. In determining the need for a valuation allowance, we consider such factors as historical earnings, the reversal of existing temporary differences, prior taxable income (if carryback is permitted under the tax law), prudent and feasible tax planning strategies, and future taxable income. In the event we were to determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to the deferred tax assets valuation allowance would be charged to earnings in the period in which we make such a determination. If we later determine that it is more likely than not that the net deferred tax assets would be realized, we would reverse the applicable portion of the previously provided valuation allowance as an adjustment to earnings at such time. See further discussion in Note 9. |
Real Estate and Investments. Surplus real estate and real estate acquired for development of high quality industrial, office or multi-use parks totaled $6.6 million at February 28, 2014 and $7.3 million at May 31, 2013. |
Investments include life insurance contracts purchased in connection with certain of our benefit plans. The contracts, recorded at their net cash surrender value, totaled $1.6 million (net of distributions of $97.6 million plus accrued interest and fees) at February 28, 2014 and $1.1 million (net of distributions of $99.8 million plus accrued interest and fees) at May 31, 2013. We can elect to receive distributions chargeable against the cash surrender value of the policies in the form of borrowings or withdrawals or we can elect to surrender the policies and receive their net cash surrender value. |
Investments include the long-term portion of a note receivable totaling $6.7 million at February 28, 2014 and $6.2 million at May 31, 2013 in connection with the sale of our expanded shale and clay lightweight aggregates manufacturing businesses related to certain inventories. |
Investment in Joint Venture. We own a 40% equity interest in a joint venture based in Waco, Texas that operates ready-mix plants serving the central Texas market. The day to day business operations are managed by the 60% partner in the venture. We supply cement to the joint venture. The debt of the joint venture is secured by the underlying assets of the joint venture. In addition, our partner has guaranteed 100% of the debt of the joint venture. We were released in the second quarter of fiscal year 2014 from our 50% guarantee of the debt of the joint venture. See further discussion of joint venture debt under Guarantee of Joint Venture Debt in Note 4. |
Our investment totaled $16.9 million at February 28, 2014 and $14.9 million at May 31, 2013. Our equity in income of the joint venture was $2.6 million and $1.6 million for the nine-month periods ended February 28, 2014 and 2013, respectively. |
Deferred Other Charges. Deferred other charges totaled $19.7 million at February 28, 2014 and $18.8 million at May 31, 2013. These balance totals include debt issuance costs of $9.7 million at February 28, 2014 and $11.1 million at May 31, 2013, which amortize over the term of the related debt. Also, these charges include $5.7 million and $2.9 million representing various miscellaneous receivables as of February 28, 2014 and May 31, 2013, respectively. |
Deferred Taxes and Other Credits. Deferred taxes and other credits totaled $81.3 million at February 28, 2014 and $91.2 million at May 31, 2013 and are composed primarily of liabilities related to our deferred income taxes, retirement plans, deferred compensation agreements and asset retirement obligations. |
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Asset Retirement Obligations. We record a liability for legal obligations associated with the retirement of our long-lived assets in the period in which it is incurred if an estimate of fair value of the obligation can be made. The discounted fair value of the obligations incurred in each period is added to the carrying amount of the associated assets and depreciated over the lives of the assets. The liability accretes at the end of each period through a charge to operating expense. A gain or loss on settlement is recognized if the obligation is settled for other than the carrying amount of the liability. |
We incur legal obligations for asset retirement as part of our normal operations related to land reclamation, plant removal and Resource Conservation and Recovery Act closures. Determining the amount of an asset retirement liability requires estimating the future cost of contracting with third parties to perform the obligation. The estimate is significantly impacted by, among other considerations, management’s assumptions regarding the scope of the work required, labor costs, inflation rates, market-risk premiums and closure dates. |
Changes in asset retirement obligations are as follows: |
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| | Nine months ended | | | | | | | | |
| | February 28, | | February 28, | | | | | | | | |
In thousands | | 2014 | | 2013 | | | | | | | | |
Balance at beginning of period | | $ | 2,653 | | | $ | 3,879 | | | | | | | | | |
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Additions | | 83 | | | 219 | | | | | | | | | |
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Accretion expense | | 212 | | | 130 | | | | | | | | | |
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Settlements | | (354 | ) | | (1,617 | ) | | | | | | | | |
Balance at end of period | | $ | 2,594 | | | $ | 2,611 | | | | | | | | | |
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Accumulated Other Comprehensive Loss. Amounts recognized in accumulated other comprehensive loss represent adjustments related to a defined benefit retirement plan and a postretirement health benefit plan covering approximately 600 employees and retirees of our California cement subsidiary. The amounts totaled $15.2 million (net of tax benefit of $0.7 million) at February 28, 2014 and $18.4 million (net of tax benefit of $2.5 million) at May 31, 2013. We report the effect of significant reclassifications out of accumulated other comprehensive loss on the respective line items in net income if the amount being reclassified represents the entirety of an item. The pre-tax reclassification for the nine-month periods ended February 28, 2014, and 2013 were less than $0.1 million and $1.0 million, respectively, and affected salaries and employee benefits expense which is allocated to costs of products sold and to selling, general, and administrative in the consolidated statement of operations. |
Net Sales. Sales are recognized when title has transferred and products are delivered. We include delivery fees in the amount we bill customers to the extent needed to recover our cost of freight and delivery. Net sales are presented as revenues and include these delivery fees. |
Other Income. Routine sales of surplus operating assets and real estate resulted in gains of $0.3 million and $1.9 million in the three-month periods ended February 28, 2014 and 2013, respectively, and $6.1 million and $4.8 million in the nine-month periods ended February 28, 2014 and 2013, respectively. In addition, other income includes earnings from a joint venture of $0.8 million and $0.5 million in the three-month periods ended February 28, 2014 and 2013, respectively, and $2.6 million and $1.6 million in the nine-month periods ended February 28, 2014 and 2013, respectively. |
Merger Charges. Merger related expenses were $2.9 million for the three and nine-month periods ended February 28, 2014. See Note 13 - Merger Agreement. |
Stock-based Compensation. We have provided stock-based compensation to employees and non-employee directors in the form of non-qualified and incentive stock options, restricted stock, restricted stock units, stock appreciation rights, deferred compensation agreements and stock awards. The Company began issuing restricted stock units subject to service-based only conditions for the first time to employees in the prior fiscal year. In addition, the Company issued restricted stock units subject to market- and service-based conditions for the first time to employees during the nine-month period ended February 28, 2014. |
We use the Black-Scholes option-pricing model to determine the fair value of stock options and stock appreciation rights granted as of the date of grant. Options with graded vesting are valued as single awards and the related compensation cost is recognized using a straight-line attribution method over the shorter of the vesting period or required service period adjusted for estimated forfeitures. |
We use the closing stock price on the date of grant to determine the fair value of restricted stock units subject to service-based only conditions. The restricted stock units subject to service-based only conditions have cliff vesting at the end of a four year term, and we valued them as a single award with the related compensation cost recognized using a straight-line method over the vesting period adjusted for estimated forfeitures. |
We use a Monte Carlo simulation to determine the fair value of restricted stock units subject to market- and service-based conditions. The restricted stock units subject to market- and service-based conditions have cliff vesting at the end of a four year term subject to the achievement of market conditions, and we valued them as a single award with the related compensation cost recognized using a straight-line method over the vesting period adjusted for estimated forfeitures. |
We used the closing stock price on the date of grant to determine the fair value of stock awards and restricted stock awards. Prior to our executing the January 4, 2013 stock appreciation rights agreement and the deferred compensation agreements, we recorded a liability, which was included in other credits, for deferred compensation agreements and stock awards expected to be settled in cash, based on their fair value at the end of each period until such awards are paid. See further discussion in Note 7. |
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Earnings Per Share (“EPS”). Income or loss allocated to common shareholders adjusts net income or loss for the participation in earnings of unvested restricted shares outstanding. |
Basic weighted-average number of common shares outstanding during the period includes contingently issuable shares and excludes outstanding unvested restricted shares. Contingently issuable shares outstanding at February 28, 2014 and 2013, relate to deferred compensation agreements in which directors elected to defer their fees. The deferred compensation is denominated in shares of our common stock and issued in accordance with the terms of the agreement subsequent to retirement or separation from us. The shares are considered contingently issuable because the director has an unconditional right to the shares to be issued. |
Diluted weighted-average number of common shares outstanding during the period adjusts basic weighted-average shares for the dilutive effect of stock options, restricted shares, restricted share units and awards. |
Basic and diluted EPS are calculated as follows: |
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| | Three months ended | | Nine months ended |
| | February 28, | | February 28, | | February 28, | | February 28, |
In thousands except per share | | 2014 | | 2013 | | 2014 | | 2013 |
Earnings | | | | | | | | |
Net loss from continuing operations | | $ | (21,769 | ) | | $ | (8,513 | ) | | $ | (38,979 | ) | | $ | (26,098 | ) |
Net income from discontinued operations | | $ | — | | | $ | 2,699 | | | $ | — | | | $ | 6,504 | |
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Loss allocated to common shareholders | | $ | (21,769 | ) | | $ | (5,814 | ) | | $ | (38,979 | ) | | $ | (19,594 | ) |
Shares | | | | | | | | |
Weighted-average shares outstanding | | 28,691 | | | 28,200 | | | 28,631 | | | 28,086 | |
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Contingently issuable shares | | 5 | | | 4 | | | 5 | | | 3 | |
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Unvested restricted shares | | — | | | (14 | ) | | (7 | ) | | (16 | ) |
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Basic weighted-average shares | | 28,696 | | | 28,190 | | | 28,629 | | | 28,073 | |
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Diluted weighted-average shares (1) | | 28,696 | | | 28,190 | | | 28,629 | | | 28,073 | |
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Net loss per share from continuing operations | | | | | | | | |
Basic | | $ | (0.76 | ) | | $ | (0.30 | ) | | $ | (1.36 | ) | | $ | (0.93 | ) |
Diluted | | $ | (0.76 | ) | | $ | (0.30 | ) | | $ | (1.36 | ) | | $ | (0.93 | ) |
Net income per share from discontinued operations | | | | | | | | |
Basic | | $ | — | | | $ | 0.09 | | | $ | — | | | $ | 0.23 | |
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Diluted | | $ | — | | | $ | 0.09 | | | $ | — | | | $ | 0.23 | |
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Net loss per share | | | | | | | | |
Basic | | $ | (0.76 | ) | | $ | (0.21 | ) | | $ | (1.36 | ) | | $ | (0.70 | ) |
Diluted | | $ | (0.76 | ) | | $ | (0.21 | ) | | $ | (1.36 | ) | | $ | (0.70 | ) |
(1) Shares excluded due to antidilutive effect of stock options, restricted shares and awards | | 634 | | | 583 | | | 595 | | | 409 | |
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Recently Issued Accounting Guidance. In July 2013, the Financial Accounting Standards Board issued new accounting guidance on the presentation of unrecognized tax benefits. This new guidance requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The new guidance becomes effective for us in our first quarter of fiscal 2015 with earlier adoption permitted, and should be applied prospectively with retroactive application permitted. We are currently evaluating the impact of the new guidance, and do not expect it to have a material effect on our consolidated financial statements. |