8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) October 29, 2009

CARBO Ceramics Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-15903	72-1100013
(Commission File Number)	(IRS Employer Identification No.)
575 North Dairy Ashford, Suite 300 Houston, Texas	77079
(Address of Principal Executive Offices)	(Zip Code)

(281) 921-6400
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

     The following information, including the Exhibit to this Form 8-K, is being furnished pursuant to Item 2.02 — Results of Operations and Financial Condition of Form 8-K. This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act of 1933 registration statements.

     On October 29, 2009, CARBO Ceramics Inc. (“CARBO”) issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing third quarter 2009 earnings.

Item 7.01. Regulation FD Disclosure.

     The following information, including the Exhibit to this Form 8-K, is being furnished pursuant to Item 7.01 — Regulation FD Disclosure of Form 8-K. This information is not deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act of 1933 registration statements.

     On October 29, 2009, CARBO issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing technology and business highlights and outlook.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

     Pursuant to General Instruction B.2 of Form 8-K, the following exhibit is furnished with this Form 8-K.

99.1 Press Release, dated October 29, 2009.

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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 hereunto duly authorized.

CARBO CERAMICS INC.
 

Date: October 29, 2009

By:	/s/ Ernesto Bautista III
	Ernesto Bautista III
	Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated October 29, 2009.

4

EX-99.1

Exhibit 99.1

CONTACT: ERNESTO BAUTISTA III, CFO
(281) 921-6400

Release #09-13

CARBO ANNOUNCES THIRD QUARTER 2009 EARNINGS

Conference Call Scheduled for Today, 10:00 a.m. Central Time

• Quarterly revenues of $91.8 million were down 11 percent compared to the prior year

• Quarterly global proppant sales volume of 296 million pounds was down 3 percent versus the prior year, despite a corresponding 51 percent drop in the U.S. drilling rig count

• Net income of $14.4 million, or $0.62 per diluted share, for the quarter

• Acquired the assets of BBL Falcon Industries, Ltd. on October 2, 2009

HOUSTON (October 29, 2009) — CARBO Ceramics Inc. (NYSE: CRR) today reported net income of $14.4 million, or $0.62 per diluted share, on revenues of $91.8 million for the quarter ended September 30, 2009. The Company previously reported that it had sold its fracture and reservoir diagnostics business. Because of the transaction, which closed on October 10, 2008, the 2008 operating results of this business have been accounted for as discontinued operations. Continuing operations include the Company’s ceramic proppant, software, consulting services and geotechnical monitoring businesses.

President and CEO Gary Kolstad commented, “We are pleased with our third quarter results. Looking forward, we remain cautious about the demand in North America where depressed and volatile industry conditions still exist. In the near term, pricing remains competitive. Despite this climate, we continue to experience growing acceptance of our products by E&P companies that understand the benefits associated with Economic Conductivity^TM resulting from the use of our high quality ceramic proppants such as CARBOHYDROPROP^®.”

Third Quarter Results

Revenues for the third quarter of 2009 decreased 11 percent compared to the third quarter of 2008 and increased 32 percent sequentially. Worldwide proppant sales volume totaled 296 million pounds for the third quarter of 2009, representing a year-over-year decrease of 3 percent and a sequential increase of 37 percent. Proppant sales volume for the third quarter grew in the U.S. both year-over-year and sequentially.

Operating profit for the third quarter of 2009 increased $0.9 million compared to the third quarter of 2008. Revenue decreases, resulting from decreases in volume and average selling price experienced during the third quarter of 2009, were offset by decreases in cost of sales, which was positively affected by a favorable product mix, lower freight costs and lower natural gas prices. Selling, general, administrative and other operating expenses for the third quarter of 2009 decreased $0.8 million on a year-over-year basis.

Income from continuing operations for the third quarter of 2009 decreased $0.9 million compared to the third quarter of 2008, mainly due to tax-related benefits realized during the third quarter of 2008.

Technology and Business Highlights

• On October 2, 2009, a wholly-owned subsidiary of CARBO purchased substantially all of the assets of BBL Falcon Industries, Ltd. (“Falcon”), a supplier of spill prevention and containment systems for the oil and gas industry. The acquisition expands CARBO’s product and service offerings to its existing client base of E&P and oilfield service companies. Falcon uses

CARBO Ceramics 2009 Third Quarter Earnings Release
October 29, 2009
Page 2

	proprietary technology to provide value-added solutions that are designed to enable its clients to extend the life of their storage assets, reduce the potential for hydrocarbon spills and provide secure containment of stored materials.
•	Three technical papers, co-authored by CARBO engineers, were presented at the 2009 SPE Annual Technical Conference and Exhibition in New Orleans. The papers covered fracture efficiency and economic gains when employing ceramics in the Bakken and Haynesville shale reservoirs.
•	Using a full suite of surface and subsurface instrumentation, Applied Geomechanics is monitoring the second largest active landslide in Colorado. The system comprises 3DTracker GPS, Little Dipper borehole tiltmeters and vibrating wire piezometers. Data is monitored continuously using Web monitoring software.

Outlook

CEO Gary Kolstad commented on the outlook for the Company stating, “While we experienced a positive trend this quarter in the North American rig count, which achieved 13 percent sequential growth, opinions vary as to whether this is the start of a recovery or simply a short-term correction. From our perspective, we believe that a sustainable recovery in the oil and gas industry is inevitable; however, the exact timing of the recovery is difficult to pinpoint.”

Mr. Kolstad continued, “We remain committed to expanding our client base and product and service offerings. The acquisition of the Falcon assets in early October is an example of our commitment to invest our cash reserves in high-growth, cash-generating businesses. Newly incorporated as Falcon Technologies and Services, Inc., its existing management team will build on its leading technology position and already successful strategy by taking advantage of CARBO’s well-established geographic footprint, a common client base and our ability to fund product innovation. We expect that the transaction will be accretive to our financial results in 2010.”

As previously announced, a conference call to discuss the Company’s third quarter results is scheduled for today at 10:00 a.m. central time (11:00 a.m. eastern). To participate in the teleconference, investors should dial 1-800-860-2442 about 10 minutes before the start time and reference the CARBO conference call. International callers should dial 1-412-858-4600. The conference call can also be accessed by visiting the company’s Web site, www.carboceramics.com.

CARBO is the world’s largest supplier of ceramic proppant, the provider of the world’s most popular fracture simulation software, and provides leading fracture design and consulting services. The Company also provides a broad range of technologies for spill prevention, containment and geotechnical monitoring.

The statements in this news release that are not historical statements, including statements regarding our future financial and operating performance, are forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. All forward-looking statements are based on management’s current expectations and estimates, which involve risks and uncertainties that could cause actual results to differ materially from those expressed in forward-looking statements. Among these factors are changes in overall economic conditions, changes in demand and prices charged for our products, changes in the demand for, or price of, oil and natural gas, risks of increased competition, technological, manufacturing and product development risks, loss of key customers, changes in government regulations, foreign and domestic political and legislative risks, the risks of war and international and domestic terrorism, risks associated with foreign operations and foreign currency exchange rates and controls, weather-related risks and other risks and uncertainties described in our publicly available filings with the Securities and Exchange Commission. We assume no obligation to update forward-looking statements, except as required by law.

- tables follow -

CARBO Ceramics 2009 Third Quarter Earnings Release
October 29, 2009
Page 3

	Three Months Ended						Nine Months Ended
	September 30						September 30
	2009			2008			2009			2008
	(In thousands except per share data)						(In thousands except per share data)
Revenues	$	91,783		$	102,587		$	251,747		$	282,247
Cost of sales		59,512			70,449			160,300			196,645
Gross profit		32,271			32,138			91,447			85,602
Selling, general & administrative expenses		10,819			10,183			31,082			27,502
Start-up costs		—			—			—			231
Loss on disposal or impairment of assets		37			1,449			128			1,559
Operating profit		21,415			20,506			60,237			56,310
Interest income, net		78			21			398			77
Foreign currency exchange gain (loss), net		30			(511	)		(216	)		916
Other income, net		(50	)		75			128			262
Income before income taxes		21,473			20,091			60,547			57,565
Income taxes		7,071			4,779			20,330			17,649
Income from continuing operations		14,402			15,312			40,217			39,916
Discontinued operations (1):
Operating results, net of income taxes		—			3,108			—			6,265
Net income	$	14,402		$	18,420		$	40,217		$	46,181

(1) Discontinued operations include the Company’s fracture mapping and reservoir monitoring assets, which were sold on October 10, 2008.

Basic earnings per share:
Continuing operations	$	0.62	$	0.62	$	1.73	$	1.62
Discontinued operations		—		0.13		—		0.26
Basic earnings per share	$	0.62	$	0.75	$	1.73	$	1.88
Diluted earnings per share:
Continuing operations	$	0.62	$	0.62	$	1.73	$	1.62
Discontinued operations		—		0.13		—		0.26
Diluted earnings per share	$	0.62	$	0.75	$	1.73	$	1.88
Average shares outstanding:
Basic		22,919		24,482		23,153		24,466
Diluted		22,933		24,512		23,170		24,518
Depreciation and amortization:
Continuing operations	$	5,970	$	6,220	$	18,294	$	18,473
Discontinued operations		—		1,038		—		3,994
	$	5,970	$	7,258	$	18,294	$	22,467

CARBO Ceramics 2009 Third Quarter Earnings Release
October 29, 2009
Page 4

Selected Balance Sheet Information

	September 30, 2009			December 31, 2008
	(In thousands)
Assets
Cash and cash equivalents	$	90,911	(a)	$	154,817
Other current assets		144,340			140,895
Property, plant and equipment, net		261,509			244,902
Intangible and other assets, net		2,953			3,806
Total assets		504,572			549,279
Liabilities and Shareholders’ Equity
Accrued income taxes	$	1,231		$	47,929
Other current liabilities		32,246			35,919
Deferred income taxes		25,482			22,897
Shareholders’ equity		445,613			442,534
Total liabilities and shareholders’ equity	$	504,572		$	549,279

(a) On October 2, 2009, CARBO acquired the assets of BBL Falcon Industries, Ltd. for cash consideration of $23.0 million.