-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nm09Bi9/GXle/znr+EDqY435Mzsyjtc+PYmx1AEbrqHH/A5EtbgRzUrHZYU1KuL3 iSALR6mQhGa+tC6IgO9q3g== 0000950134-07-009118.txt : 20070426 0000950134-07-009118.hdr.sgml : 20070426 20070426095615 ACCESSION NUMBER: 0000950134-07-009118 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070426 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070426 DATE AS OF CHANGE: 20070426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARBO CERAMICS INC CENTRAL INDEX KEY: 0001009672 STANDARD INDUSTRIAL CLASSIFICATION: ABRASIVE ASBESTOS & MISC NONMETALLIC MINERAL PRODUCTS [3290] IRS NUMBER: 721100013 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15903 FILM NUMBER: 07789575 BUSINESS ADDRESS: STREET 1: 6565 MACARTHUR BOULEVARD STREET 2: SUITE 1050 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 2144010090 MAIL ADDRESS: STREET 1: 6565 MACARTHUR BOULEVARD STREET 2: SUITE 1050 CITY: IRVING STATE: TX ZIP: 75039 8-K 1 d45927e8vk.htm FORM 8-K e8vk
Table of Contents

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) April 26, 2007
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.)
     
6565 MacArthur Boulevard, Suite 1050 Irving, Texas   75039
 
(Address of Principal Executive Offices)   (Zip Code)
(972) 401-0090
 
(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))
 
 

 


TABLE OF CONTENTS

Item 2.02. Results of Operations and Financial Condition
Item 7.01. Regulation FD Disclosure
Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
Press Release


Table of Contents

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 registration statements.
     On April 26, 2007, CARBO Ceramics Inc. (“CARBO”) issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing first quarter 2007 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 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 April 26, 2007, CARBO issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing an update on its Russian operations, technology highlights, acquisition of Applied Geomechanics Inc. and future 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 April 26, 2007.
* * * * *

2


Table of Contents

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: April 26, 2007
         
     
  By:   /s/ Paul G. Vitek    
    Paul G. Vitek   
    Sr. Vice President, Finance and Chief Financial Officer   
 

3


Table of Contents

EXHIBIT INDEX
     
Exhibit No.   Description
99.1
  Press Release, dated April 26, 2007

4

EX-99.1 2 d45927exv99w1.htm PRESS RELEASE exv99w1
 

EXHIBIT 99.1
(CARBO LOGO)    
For immediate release   CONTACT: PAUL VITEK, CFO
    (972)401-0090
    Release #07-06
CARBO CERAMICS INC. ANNOUNCES FIRST QUARTER EARNINGS;
COMPLETION OF RUSSIAN PLANT
Conference Call Scheduled for Today, 10:00 a.m. Central Time
    Quarterly revenues of $84.0 million, up 13 percent versus prior year
   
    Quarterly earnings of $13.3 million, or $0.54 per diluted share, up 2 percent versus prior year
   
    Quarterly proppant revenue of $73.6 million, up 10 percent versus prior year
   
    Quarterly revenues from Pinnacle Technologies of $10.4 million, up 42 percent versus prior year
   
    New Russian manufacturing facility substantially completed and in start-up
   
    Sales contract signed for approximately 50 percent of Russian manufacturing capacity
   
    Acquisition of Applied Geomechanics Inc., a leading provider of tiltmeters
Irving, Texas (April 26, 2007) — CARBO Ceramics Inc. (NYSE: CRR) today announced quarterly net income of $13.3 million, or $0.54 per diluted share, on revenues of $84.0 million for the quarter ended March 31, 2007. Revenues for the quarter increased 13 percent while net income increased 2 percent compared to the first quarter of 2006.
President and CEO Gary Kolstad commented on the quarter, stating, “While we are pleased with the revenue growth achieved versus the previous year, particularly in overseas markets where proppant sales volumes increased 33 percent, the first quarter presented us with some operational issues. Unanticipated customer demand for high strength proppant resulted in increases in our manufacturing and distribution costs which we do not expect to recur. Pinnacle Technologies, our fracture and reservoir diagnostics business, continued to see outstanding growth year-over-year as the acceptance of fracture mapping and reservoir monitoring technologies continues to expand. During the quarter we continued to lay the foundation for long-term growth with the substantial completion of our new Russian manufacturing facility, and we have reached an agreement to sell approximately half of the plant’s capacity. This provides us with a long term strategic asset in a growing market.”
First quarter results
The increase in revenues compared to last year’s first quarter was driven by a 9 percent increase in the volume of proppant sold and a 42 percent increase in revenue from Pinnacle Technologies (“Pinnacle”). Proppant revenues totaled $73.6 million in this year’s first quarter compared to $67.0 million for the first quarter of 2006. Revenues for the first quarter of 2007 included $10.4 million from Pinnacle compared to $7.3 million for the first quarter of 2006.
Worldwide proppant sales totaled 228 million pounds for the quarter compared to 209 million pounds for the same period a year earlier. North American proppant sales volume rose 6 percent compared to the same period last year, as growth in most of the U.S and Mexico was offset by a decline in the U.S. Rockies and Canada versus the previous year. In Canada, sales declined due to a 20 percent reduction in the Canadian rig count compared to the first quarter of 2006 and the impact of a rail strike in Canada which delayed shipments into the region. Overseas sales volume increased 33 percent compared to last year’s first quarter led by improving sales volume in Western Africa, the Middle East and South America. Pinnacle’s revenue growth was driven by increasing demand for fracture mapping and reservoir monitoring services in the U.S. and Canada.

 


 

CARBO Ceramics 2007 First Quarter Earnings Release
April 26, 2007
Page 2
Operating profit for the first quarter of 2007 was $18.8 million, a decrease of 4 percent compared to the previous year’s first quarter. The decrease in operating profit was due to both the impact of the shift in product mix, which resulted in an increase in manufacturing costs, and an increase in selling, general and administrative expenses. During the first quarter, the company experienced unexpectedly strong demand from its customers for high strength ceramic proppant. In order to satisfy this demand, the company shifted production of its high strength ceramic proppant to facilities which do not typically produce this product and incurred additional costs for expediting shipments of this product to customer locations.
The company’s increased emphasis on research and development and global marketing were the primary factors driving an increase in selling, general and administrative expenses for the first quarter of 2007. SG&A expenses increased $2.0 million compared to the same period last year, driven by these increased activities and an increase in the administrative expenses necessary to support an expanding global market.
The company’s effective tax rate declined from 36.1 percent to 35.3 percent due primarily to changes in U.S. state tax laws that favorably impact the company. In addition, first quarter 2007 results include a favorable adjustment of $0.6 million to income taxes for adjustments between the company’s accrued tax liability and the actual taxes calculated upon completion of a prior year’s tax return as well as an adjustment of the company’s deferred tax liabilities as a result of the new, lower effective state income tax rate. Each of the adjustments was approximately $0.3 million.
Russia Update
The company also announced today that its newest proppant manufacturing facility in Kopeysk, Russia is substantially complete and has begun producing CARBOPROP ® , the company’s high-quality intermediate strength ceramic proppant. While the facility is operating at less than full design capacity in the early stages of its startup, the company expects sales of products manufactured in the facility to begin in the second quarter. In addition to the startup of the new facility, the company indicated that it has reached agreement with a service company to purchase approximately 50 percent of the plant’s capacity through 2008.
Commenting on Russia, Kolstad added, “I am particularly pleased with recent developments in Russia. Our team worked hard to complete a world-class manufacturing facility, and we are excited to be entering the startup phase of this project. In addition, the sale of a significant portion of the facility’s capacity provides us with a strong start as we increase our marketing activity to drive the growth in fracturing activity and the use of ceramic proppant in this important market. ”
Technology highlights
Technology highlights for the first quarter included:
    CARBO Ceramics participated in a Petróleos Mexicanos (PEMEX) sponsored field trial comparing the performance of CARBOLITE ® to sand and resin coated sand in Mexico. In the Velero Field, the production rates sustained after fracturing with CARBOLITE ® nearly doubled versus productivity of wells stimulated with sand. Based on these results PEMEX decided to switch to CARBOLITE ® and increase work in the Burgos Basin.
 
    Pinnacle is performing continuous reservoir monitoring from a permanent microseismic array installed in the Barnett Shale formation.
 
    Pinnacle installed the first major commercial tiltmeter array on a steam-assisted gravity drainage (SAGD) project. The 135 tool tiltmeter and GPS array has been deployed for monitoring the distribution and containment of steam within the reservoir for a SAGD Operator in the Fort McMurray area of Canada.
AGI Acquisition
The company has also announced the acquisition of Applied Geomechanics Inc. (“AGI”), a leading global supplier of tiltmeters, effective April 12, 2007. AGI develops and markets precision measurement instruments for oilfield and geotechnical applications. The company expects AGI to benefit its growing reservoir monitoring business by allowing the company to deploy a greater number and new types of tools

 


 

CARBO Ceramics 2007 First Quarter Earnings Release
April 26, 2007
Page 3
into the field more quickly. AGI’s product line and international and domestic customer base will also add to the company’s existing geotechnical engineering and monitoring businesses. Financial terms of the acquisition of this privately-owned company were not disclosed and the company does not expect AGI to have a material impact on 2007 financial statements.
Outlook
CEO Gary Kolstad provided input on the outlook for the remainder of the year stating, “In the short term, we expect to see softness in drilling activity in the second quarter of 2007 due to the normal seasonal slowdown in Canada that is more pronounced than previous years and decreasing natural gas prices in key U.S. markets. Our manufacturing plants have returned to a more traditional product mix and we will no longer incur the cost of expediting proppant shipments. However, we do not expect margins to improve until Canadian activity resumes. Our long-term outlook remains unchanged. The underlying demand for natural gas in North America remains strong and any short term contraction of drilling activity should result in an increase in drilling activity in the second half of the year. Internationally, we are encouraged by the start-up of our new facility in Russia, and the expanding global use of fracturing technology.”
As previously announced, a conference call to discuss the company’s first quarter results has been scheduled for today at 10:00 a.m. central time (11:00 a.m. eastern). To participate in the call, please dial 877-836-3879 and refer to the “CARBO Ceramics Conference Call.” International callers should dial 706-679-7469. The call can also be accessed live or on a delayed basis via the company’s Web site, www.carboceramics.com.
CARBO Ceramics Inc., based in Irving, Texas, is the world’s leading manufacturer of ceramic proppants and supplier of fracture diagnostic services for use in the hydraulic fracturing of natural gas and oil wells.
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. 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 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 SEC. We assume no obligation to update forward-looking statements, except as required by law.
- tables follow -

 


 

CARBO Ceramics 2007 First Quarter Earnings Release
April 26, 2007
Page 4
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
                 
    Three Months Ended  
    March 31  
    2007     2006  
    (In thousands except per share data)  
Revenues
  $ 83,971     $ 74,278  
Cost of sales
    55,254       46,912  
 
           
Gross profit
    28,717       27,366  
Selling, general & administrative
    9,472       7,473  
Start-up costs
    424       351  
 
           
Operating profit
    18,821       19,542  
Interest income, net
    219       437  
Other income, net
    574       338  
 
           
Income before income taxes
    19,614       20,317  
Income taxes
    6,315       7,333  
 
           
Net income
  $ 13,299     $ 12,984  
 
           
 
               
Earnings per share:
               
Basic
  $ 0.55     $ 0.54  
 
           
Diluted
  $ 0.54     $ 0.53  
 
           
Average shares outstanding:
               
Basic
    24,329       24,243  
 
           
Diluted
    24,441       24,384  
 
           
Depreciation and amortization
  $ 5,183     $ 4,612  
 
           
Selected Balance Sheet Information
(Unaudited)
                 
    March 31, 2007   Dec. 31, 2006
    (in thousands)
Cash, cash equivalents and short-term investments
  $ 28,687     $ 32,473  
Total other current assets
    118,743       111,452  
Property, plant and equipment, net
    247,909       231,748  
Intangible and other assets, net
    7,253       7,152  
Total assets
    424,432       404,665  
 
               
Total current liabilities
    42,148       34,246  
Deferred income taxes
    28,358       27,560  
Shareholders’ equity
    353,926       342,859  
Total liabilities and shareholders’ equity
  $ 424,432     $ 404,665  

 

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