-----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, Eh63R4BhrfaU70T3+1OK6eqcZ7390XD9/cfIPQbSfqKrg8UYxrTgD5pUq23W57NR Z4ZyCZpLuAECrproOeFiAw== 0001009672-99-000007.txt : 19990809 0001009672-99-000007.hdr.sgml : 19990809 ACCESSION NUMBER: 0001009672-99-000007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990806 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: 10-Q SEC ACT: SEC FILE NUMBER: 000-28178 FILM NUMBER: 99679481 BUSINESS ADDRESS: STREET 1: 600 EAST LAS COLINAS BLVD STREET 2: STE 1520 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 2144010090 MAIL ADDRESS: STREET 1: 600 E LAS COLINAS BLVD STREET 2: STE 1520 CITY: IRVING STATE: TX ZIP: 75039 10-Q 1 FORM 10-Q JUNE 30, 1999 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. CARBO CERAMICS INC. INDEX TO QUARTERLY REPORT ON FORM 10-Q
PART I. FINANCIAL INFORMATION PAGE 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
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 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CARBO CERAMICS INC. CONSOLIDATED BALANCE SHEETS
JUNE 30, 1999 DECEMBER 31, (UNAUDITED) 1998 ----------- ----------- ($ IN THOUSANDS) 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 =========== ===========
The accompanying notes are an integral part of these statements. 3 CARBO CERAMICS INC. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------------------ ------------------------------ 1999 1998 1999 1998 -------------- -------------- -------------- -------------- ($ 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 ============== ============== ============== ==============
The accompanying notes are an integral part of these statements. 4 CARBO CERAMICS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
SIX MONTHS ENDED JUNE 30, ----------------------------- 1999 1998 ------------- ------------- ($ IN THOUSANDS) 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 ============= =============
The accompanying notes are an integral part of these statements. 5 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):
Three months ended Six months ended June 30, June 30, ----------------------- ----------------------- 1999 1998 1999 1998 ---------- ---------- ---------- ---------- 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 ========== ========== ========== ==========
6 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:
June 30, December 31, 1999 1998 ------------ ------------ 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 ============ ============
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 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 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 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 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:
Nominee For Withheld ------- ---------- -------- 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
(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:
For Against Abstentions --- ------- ----------- 12,406,653 3,901 10,240
ITEM 5. OTHER INFORMATION None 11 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 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 EXHIBIT INDEX
Exhibit Method of Filing - ------- ----------------------------- 27.1 Financial Data Schedule Filed herewith electronically
EX-27 2 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from consolidated financial statements and is qualified in its entirety by reference to such financial statements. 1,000 6-MOS DEC-31-1999 JUN-30-1999 980 0 11,250 0 9,619 23,614 96,761 13,275 107,100 11,835 0 0 0 146 91,560 107,100 35,482 35,482 18,502 18,502 0 0 107 9,995 3,368 6,627 0 0 0 6,627 .45 .45
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