<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO .
COMMISSION FILE NO. 0-28178
CARBO CERAMICS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 72-1100013
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
600 E. LAS COLINAS BOULEVARD
SUITE 1520
IRVING, TEXAS 75039
(Address of principal executive offices)
(972) 401-0090
(Registrant's telephone number)
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 August 6, 1999, 14,602,000 shares of the registrant's Common
Stock, par value $.01 per share, were outstanding.
<PAGE>
CARBO CERAMICS INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets - 3
June 30, 1999 (Unaudited) and December 31, 1998
Consolidated Statements of Income 4
(Unaudited) - Three and six months ended June 30, 1999 and 1998
Consolidated Statements of Cash Flows 5
(Unaudited) - Six months ended June 30, 1999 and 1998
Notes to Consolidated Financial Statements 6-7
(Unaudited) - June 30, 1999
Item 2. Management's Discussion and Analysis of Financial 8-10
Condition and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal proceedings 11
Item 2. Changes in securities 11
Item 3. Defaults upon senior securities 11
Item 4. Submission of matters to a vote of security-holders 11
Item 5. Other information 11
Item 6. Exhibits and reports on Form 8-K 12
Signatures 13
</TABLE>
Forward-Looking Information
---------------------------
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. This Form 10-Q or any other written or
or oral statements made by or on behalf of the Company may include forward-
looking statements that reflect the Company's current views with respect to
future events and financial performance. These forward-looking statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from such statements. This document contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995 concerning, among other things, the Company's prospects, developments
and business strategies for its operations, all of which are subject to certain
risks, uncertainties and assumptions. These risks and uncertainties include
but are not limited to, changes in the demand for oil and natural gas, the
development of alternative stimulation techniques and the development of
alternative proppants for use in hydraulic fracturing. The words "believe",
"expect", "anticipate", "project" and similar expressions identify forward-
looking statements, each of which speaks only as of the date the statement was
made. The Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARBO CERAMICS INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30,
1999 DECEMBER 31,
(UNAUDITED) 1998
----------- -----------
($ IN THOUSANDS)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents........................................... $ 980 $ 622
Trade accounts receivable........................................... 11,250 11,300
Inventories:
Finished goods.............................................. 5,482 5,795
Raw materials and supplies................................. 4,137 4,432
----------- -----------
Total inventories................................... 9,619 10,227
Prepaid expenses and other current assets........................... 851 614
Deferred income taxes............................................... 914 1,020
----------- -----------
Total current assets........................................ 23,614 23,783
Property, plant and equipment:
Land and land improvements.......................................... 459 459
Buildings........................................................... 8,118 4,613
Machinery and equipment............................................. 84,241 30,772
Construction in progress............................................ 3,943 51,709
----------- -----------
Total....................................................... 96,761 87,553
Less accumulated depreciation....................................... 13,275 11,909
----------- -----------
Net property, plant and equipment........................... 83,486 75,644
----------- -----------
Total assets................................................ $ 107,100 $ 99,427
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Bank borrowings..................................................... $ 4,959 $ -
Accounts payable.................................................... 2,547 3,634
Accrued payroll and benefits........................................ 1,693 2,609
Accrued freight..................................................... 931 792
Accrued utilities................................................... 446 350
Accrued income taxes................................................ 600 266
Other accrued expenses.............................................. 659 987
----------- -----------
Total current liabilities................................... 11,835 8,638
Deferred income taxes....................................................... 3,559 3,520
Shareholders' equity:
Preferred Stock, par value $0.01 per share, 5,000 shares authorized:
none outstanding............................................ - -
Common Stock, par value $0.01 per share, 40,000,000 shares
authorized: 14,602,000 shares issued and outstanding........ 146 146
Additional paid-in capital.......................................... 42,919 42,919
Retained earnings................................................... 48,641 44,204
----------- -----------
Total shareholders' equity.................................. 91,706 87,269
----------- -----------
Total liabilities and shareholders' equity.................. $ 107,100 $ 99,427
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
CARBO CERAMICS INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------ ------------------------------
1999 1998 1999 1998
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
($ IN THOUSANDS, EXCEPT PER SHARE DATA)
Revenues...................................... $ 15,404 $ 23,764 $ 35,482 $ 46,381
Cost of goods sold............................ 8,426 11,885 18,502 22,985
-------------- -------------- -------------- --------------
Gross profit.................................. 6,978 11,879 16,980 23,396
Selling, general and administrative expenses.. 3,328 2,349 6,893 4,857
-------------- -------------- -------------- --------------
Operating profit.............................. 3,650 9,530 10,087 18,539
Other income (expense):
Interest, net......................... (75) 260 (107) 577
Other, net............................ 14 188 15 217
-------------- -------------- -------------- --------------
(61) 448 (92) 794
-------------- -------------- -------------- --------------
Income before income taxes.................... 3,589 9,978 9,995 19,333
Income taxes.................................. 1,061 3,796 3,368 7,359
-------------- -------------- -------------- --------------
Net income.................................... $ 2,528 $ 6,182 $ 6,627 $ 11,974
============== ============== ============== ==============
Earnings per share:
Basic................................. $ 0.17 $ 0.42 $ 0.45 $ 0.82
============== ============== ============== ==============
Diluted............................... $ 0.17 $ 0.42 $ 0.45 $ 0.81
============== ============== ============== ==============
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
CARBO CERAMICS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-----------------------------
1999 1998
------------- -------------
($ IN THOUSANDS)
<S> <C> <C>
OPERATING ACTIVITIES
Net income........................................................... $ 6,627 $ 11,974
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation......................................... 1,366 1,043
Deferred income taxes................................ 145 657
Changes in operating assets and liabilities:
Trade accounts receivable.................... 50 (3,118)
Inventories.................................. 608 879
Prepaid expenses and other current assets.... (237) (599)
Accounts payable............................. 781 -
Accrued payroll and benefits................. (916) (517)
Accrued freight.............................. 139 1,341
Accrued utilities............................ 96 (1)
Accrued income taxes......................... 334 320
Other accrued expenses....................... (328) 291
------------- -------------
Net cash provided by operating activities............................ 8,665 12,270
INVESTING ACTIVITIES
Maturities of investment securities.................................. - 11,955
Purchases of property, plant and equipment........................... (11,076) (16,257)
------------- -------------
Net cash used in investing activities................................ (11,076) (4,302)
FINANCING ACTIVITIES
Proceeds from bank borrowings........................................ 12,259 -
Repayments on bank borrowings........................................ (7,300) -
Dividends paid....................................................... (2,190) (2,190)
------------- -------------
Net cash provided by (used in) financing activities.................. 2,769 (2,190)
------------- -------------
Net increase in cash and cash equivalents............................ 358 5,778
Cash and cash equivalents at beginning of period..................... 622 8,899
------------- -------------
Cash and cash equivalents at end of period........................... $ 980 $ 14,677
============= =============
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid........................................................ $ 109 $ -
============= =============
Income taxes paid.................................................... $ 2,889 $ 6,382
============= =============
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
CARBO CERAMICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 1999
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of CARBO
Ceramics Inc. have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 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 only of normal recurring
adjustments, considered necessary for a fair presentation have been included.
The results of the interim periods presented herein are not necessarily
indicative of the results to be expected for any other interim period or the
full year. These financial statements should be read in conjunction with the
consolidated financial statements and notes thereto for the year ended
December 31, 1998 included in the Company's Form 10-K Annual Report for the
year ended December 31, 1998.
The consolidated financial statements include the accounts of CARBO
Ceramics Inc. and its wholly owned subsidiaries, CARBO Ceramics Sales
Corporation and CARBO Ceramics (UK) Limited. CARBO Ceramics Sales Corporation
was formed on July 31, 1996 under the laws of Barbados. CARBO Ceramics (UK)
Limited was formed on December 19, 1997 under the laws of Scotland. All
significant intercompany transactions have been eliminated.
2. DIVIDENDS PAID
On April 13, 1999, the Board of Directors declared a cash dividend of
$0.075 per common share payable to shareholders of record on April 30, 1999.
The dividend was paid on May 17, 1999.
3. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share (In thousands, except share and per share data):
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
----------------------- -----------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Numerator for basic and diluted earnings per share:
Net income.................................. $ 2,528 $ 6,182 $ 6,627 $ 11,974
Denominator:
Denominator for basic earnings per share--
weighted-average shares............. 14,602,000 14,602,000 14,602,000 14,602,000
Effect of dilutive securities:
Employee stock options.............. 112,209 224,536 56,658 201,211
---------- ---------- ---------- ----------
Dilutive potential common shares............ 112,209 224,536 56,658 201,211
---------- ---------- ---------- ----------
Denominator for diluted earnings per share--
adjusted weighted-average shares.... 14,714,209 14,826,536 14,658,658 14,803,211
========== ========== ========== ==========
Basic earnings per share............................ $ 0.17 $ 0.42 $ 0.45 $ 0.82
========== ========== ========== ==========
Diluted earnings per share.......................... $ 0.17 $ 0.42 $ 0.45 $ 0.81
========== ========== ========== ==========
</TABLE>
6
<PAGE>
4. INCOME TAXES
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes.
Significant components of the Company's deferred tax assets and liabilities are
as follows:
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
------------ ------------
<S> <C> <C>
Deferred tax assets: ($ in thousands)
Employee benefits................... $ 342 $ 436
Inventories......................... 379 356
Other............................... 193 228
------------ ------------
Total deferred tax assets........... 914 1,020
Deferred tax liabilities:
Depreciation........................ 3,411 3,359
Other............................... 148 161
------------ ------------
Total deferred tax liabilities...... 3,559 3,520
------------ ------------
Net deferred liabilities............ $ 2,645 $ 2,500
============ ============
</TABLE>
In the second quarter of 1999, the Company revised its annual effective
tax rate from 38% to 35% primarily to reflect an expected increase in foreign
sales corporation benefit on its federal income taxes. The effect of the
change in the estimated annual effective tax rate was to decrease income tax
expense for the six-month period ended June 30, 1999 by $222,688.
5. BANK BORROWINGS
As of June 30, 1999, the Company had drawn $4,959,000 under its Secured
Revolving Credit Agreement with a bank at a weighted-average interest rate of
7.92%.
6. COMMITMENT
The Company initiated production in June 1999 on one of two production
lines in its new manufacturing facility in McIntyre, Georgia. As of June 30,
1999, capital expenditures for the plant totaled $57.7 million, including $1.0
million in construction in progress. The Company estimates that it will spend
an additional $1.2 million to complete the facility and expects the second
production line to be fully operational in the fourth quarter of this year.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Three Months Ended June 30, 1999
REVENUES. Revenues for the second quarter 1999 were $15.4 million, a decrease
of 35% from the second quarter 1998. The decrease was due to a 28% reduction
in sales volume and a decrease in the average selling price of high-strength
products (CARBOHSP-TM- and CARBOPROP-Registered Trademark-) due to competitive
pressures. Domestic sales volume decreased by 32% from the previous year due
to decreased drilling activity. Export sales volume decreased by 21% with a
significant reduction of sales into Canada due to inclement weather that
persisted throughout the quarter.
In North America, the majority of the Company's sales are for use in the
stimulation of production in natural gas wells. As a result, sales of the
Company's products are significantly influenced by the level of natural gas
drilling activity in the region. Natural gas prices decreased approximately
two percent from the second quarter 1998, and the number of rigs drilling for
natural gas in the U.S. was 33% lower than the same period a year earlier. The
number of rigs drilling for natural gas in the U.S. averaged 560 in 1998 and
fell as low as 362 in April 1999. After reaching this low point, the number of
gas rigs increased steadily throughout the remainder of the quarter, ending the
quarter at 453. Management believes that if this increase in gas drilling
activity continues, it will result in increased sales volume of the Company's
products during the remainder of 1999. Management further believes that the
long-term worldwide demand for natural gas will continue to increase due to the
abundance, relatively low cost and environmental benefits of natural gas as a
source of energy and that this will result in increased demand for the
Company's products.
GROSS PROFIT. Gross profit for the quarter was $7.0 million or 45% of
revenues as compared to $11.9 million or 50% of revenues for the second
quarter 1998. The decrease in gross profit was due to decreased sales volume,
the price reduction on high-strength products and increased manufacturing
costs at both the New Iberia, Louisiana and Eufaula, Alabama manufacturing
facilities which operated at less than full capacity during the quarter. The
New Iberia facility's performance also was adversely affected by a major
maintenance shutdown during parts of May and June. Production was also
reduced at the Eufaula facility near the end of the second quarter to reduce
inventory levels. These increased costs were partially offset by a reduction
in the freight costs of transporting product from the manufacturing facilities
to remote storage facilities. This freight cost improvement is primarily
attributable to an improvement in rail service which had been adversely
affected in the prior year by the merger of the Southern Pacific and Union
Pacific railroads.
Gross profit and gross profit margins will be adversely affected over the next
several months as the new production facility in McIntyre, Georgia operates at
less than full capacity during its start-up phase. The Company will incur
additional depreciation of approximately $1.0 million per quarter on the new
facility.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (SG&A). SG&A expenses were $3.3
million for the second quarter 1999 and $2.3 million for the corresponding
period of 1998. Expenses as a percentage of revenues increased from 10% in
the second quarter 1998 to 21.6% for the same period of 1999. The increased
costs were due to higher than anticipated start-up costs for the McIntyre
facility, increased legal expenses, the write-off of the remaining portion of
receivables due from Fracmaster, Ltd. and research and development expenses
related to production trials for the development of non-oilfield products.
Six Months Ended June 30, 1999
REVENUES. Revenues for the six months ended June 30, 1999 were $35.5 million,
a decrease of 23 percent from the same period in 1998. The decrease was due
to an 18% reduction in sales volume and price reductions brought on by
competitive pressures. Domestic sales volume decreased by 23% and export
volume by 7% compared to the comparable period in 1998.
GROSS PROFIT. Gross profit for the six months ended June 30, 1999 was $17.0
million or 48% of revenues compared to $23.4 million or 50% of revenues for
the same period in 1998. The decrease was due to decreased sales volume,
decreased selling prices and increased manufacturing costs at all of the
company's manufacturing
8
<PAGE>
facilities. These costs were partially offset by lower freight costs of
transporting product from manufacturing facilities to remote storage
facilities.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (SG&A). SG&A expenses were $6.9
million or 19.4% of revenues for the first six months of 1999 compared to $4.9
million or 10.5% of revenues for the same period of 1998. The increased costs
were due to start-up costs for the McIntyre facility, legal expenses, the
write-off of Fracmaster, Ltd. receivables and research and development
expenses related to non-oilfield product manufacturing trials.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents totaled $1.0 million as of June 30, 1999, an
increase of $0.4 million from December 31, 1998. The increase in cash and cash
equivalents was due to cash generated from operations of $8.7 million, net
borrowings against the Company's line of credit of $5.0 million, net of
capital spending of $11.1 million and cash dividends of $2.2 million. Total
borrowings under the Company's line of credit as of June 30, 1999 were $5.0
million.
Capital spending of $11.1 million during the first six months of 1999 included
$9.6 million related to continuing construction of a new manufacturing
facility in McIntyre, Georgia. Production at the new facility began in early
June. The Company plans to spend an additional $1.2 million for the completion
of the new facility. Funding is expected to be provided by existing cash
balances and cash generated from operations. The Company believes that
existing cash balances, cash generated from operations and, if necessary,
additional borrowing under its line of credit will be sufficient to fund its
operations, dividends and capital spending requirements through 1999.
IMPACT OF YEAR 2000
Many currently installed computer systems and software products are coded to
accept, store or report only two digit entries in date code fields. Beginning
in the Year 2000, these date code fields will need to accept four digit
entries to distinguish 21st century dates from 20th century dates. This is
the "Year 2000 Issue". As a result, computer systems and software used by
many companies will need to be upgraded to comply with Year 2000 requirements.
The Company could be impacted by year 2000 Issues occurring in its own
infrastructure or faced by its major suppliers, customers, vendors and
financial service organizations. Such Year 2000 Issues could include
information errors, significant information system failures, or failures of
equipment, vendors, suppliers or customers. Any disruption in the Company's
operations as a result of Year 2000 Issues, whether by the Company or a third
party, could have a material adverse effect on the Company's business,
financial condition and results of operations.
The Company has determined that it will be required to modify or replace some
of its software and certain hardware so that the Company's systems will
properly recognize dates beyond December 31, 1999. The Company presently
believes that with modifications or replacement of existing software and
certain hardware, the Year 2000 Issue can be mitigated but that if such
modifications and replacements are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the Company.
The Company will utilize both internal and external resources to test and
reprogram, replace, or upgrade its software and operating equipment for the
Year 2000 modifications. The total cost of the Year 2000 project was
originally estimated at $106,000 with funding to be provided through operating
cash flows. To date, the Company has incurred approximately $25,000 of these
anticipated expenditures, all of which were for new hardware and software
systems, which were capitalized. Most projects have been completed and only
limited further expenditures are expected.
The Company's plan to resolve the Year 2000 Issue involves the following four
phases: assessment, remediation, testing, and implementation. To date, the
Company has fully completed its assessment of all systems that could be
significantly affected by the Year 2000. The completed assessment indicated
that some of the Company's significant information technology systems could be
affected. However, the major administrative systems (including the general
ledger, billing, and inventory systems) have already been replaced by a Year
2000 compliant system. The assessment also indicated that software and
hardware (embedded chips) used in production and manufacturing systems
(hereafter also referred to as operating equipment) could also be at risk.
9
<PAGE>
Based on a review of its product line, the Company has determined that all of
the products it has sold and will continue to sell are inert and do not
require remediation to be Year 2000 compliant. Accordingly, the Company does
not believe that the Year 2000 presents a material exposure as it relates to
the Company's products. The Company has gathered information about the Year
2000 compliance status of its significant suppliers and subcontractors and
will continue to monitor their compliance.
To date, the Company has completed approximately 97 percent of the remediation
phase for its information technology systems and has completed all anticipated
software replacement. The Company has completed 95 percent of its testing and
has implemented 95 percent of its Year 2000 compliant systems. Completion of
the testing phase for all significant systems is expected by August 31, 1999,
with all remediated systems expected to be fully implemented by September 30,
1999.
The remediation of operating equipment is significantly less difficult than
the remediation of the information technology systems because there are
minimal automated systems in the manufacturing process. The Company is 100
percent complete in the remediation phase of its operating equipment and has
completed testing and implementation.
Currently, the Company has no direct interfaces with third parties. The
Company has surveyed its significant suppliers and subcontractors (external
agents). To date, the Company is not aware of any external agent with a Year
2000 issue that would materially impact the Company's results of operations,
liquidity, or capital resources. However, the Company has no means of
ensuring that external agents will be Year 2000 ready. The inability of
external agents to complete their Year 2000 resolution process in a timely
fashion could materially impact the Company, although the effect of non-
compliance by external agents is not determinable.
Management of the Company believes it has an effective program in place to
resolve the Year 2000 issue in a timely manner. As noted above, the Company
has not yet completed all necessary phases of the Year 2000 program. In the
event that the Company does not complete any additional phases, the Company
could be unable to manufacture some products. In addition, disruptions in the
economy generally resulting from Year 2000 issues could also materially
adversely affect the Company. The amount of potential liability and lost
revenue cannot be reasonably estimated at this time.
The Company has contingency plans for certain critical applications and is
working on such plans for others. These contingency plans involve, among
other actions, manual workarounds, increasing inventories, and adjusting
staffing strategies.
10
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
a. The Annual Meeting of Shareholders of Carbo Ceramics Inc. was held on April
13, 1999.
b. The following matters were submitted to a vote at the meeting:
(1) the election of the following nominees as directors of Carbo Ceramics
Inc. The vote with respect to each nominee was as follows:
<TABLE>
<CAPTION>
Nominee For Withheld
------- ---------- --------
<S> <C> <C>
Dr. Claude E. Cooke, Jr. 12,410,611 10,183
William A. Griffin, Jr. 12,410,611 10,183
William C. Morris 12,410,611 10,183
John J. Murphy 12,410,611 10,183
Jesse P. Orsini 12,410,611 10,183
Robert S. Rubin 12,410,611 10,183
</TABLE>
(2) a recommendation of the Board of Directors that the shareholders appoint
the firm of Ernst & Young LLP as independent accountants to audit the
consolidated financial statements of Carbo Ceramics Inc. for the year
1999. The vote on this matter was as follows:
<TABLE>
<CAPTION>
For Against Abstentions
--- ------- -----------
<S> <C> <C> <C>
12,406,653 3,901 10,240
</TABLE>
ITEM 5. OTHER INFORMATION
None
11
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. There were no reports filed on Form 8-K during the three months ended
June 30, 1999.
b. Exhibits
27.1 Financial Data Schedule for the interim year to date period
ended June 30, 1999.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARBO CERAMICS INC.
/s/ JESSE P. ORSINI
-------------------------
Jesse P. Orsini
President
& Chief Executive Officer
/s/ PAUL G. VITEK
-------------------------
Paul G. Vitek
Vice President, Finance
Date: August 6, 1999
13
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Method of Filing
- ------- -----------------------------
<C> <S> <C>
27.1 Financial Data Schedule Filed herewith electronically
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from consolidated
financial statements and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 980
<SECURITIES> 0
<RECEIVABLES> 11,250
<ALLOWANCES> 0
<INVENTORY> 9,619
<CURRENT-ASSETS> 23,614
<PP&E> 96,761
<DEPRECIATION> 13,275
<TOTAL-ASSETS> 107,100
<CURRENT-LIABILITIES> 11,835
<BONDS> 0
0
0
<COMMON> 146
<OTHER-SE> 91,560
<TOTAL-LIABILITY-AND-EQUITY> 107,100
<SALES> 35,482
<TOTAL-REVENUES> 35,482
<CGS> 18,502
<TOTAL-COSTS> 18,502
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 107
<INCOME-PRETAX> 9,995
<INCOME-TAX> 3,368
<INCOME-CONTINUING> 6,627
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,627
<EPS-BASIC> .45
<EPS-DILUTED> .45
</TABLE>
