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CRR > SEC Filings for CRR > Form 10-Q on 2-Nov-2009All Recent SEC Filings

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Form 10-Q for CARBO CERAMICS INC


2-Nov-2009

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Business
The Company manufactures ceramic proppant and provides services that are used in the hydraulic fracturing of natural gas and oil wells.
On October 10, 2008, the Company sold a substantial portion of the assets of its wholly-owned subsidiary, Pinnacle Technologies, Inc. ("Pinnacle"). The sale included all of the fracture and reservoir diagnostic business, the Pinnacle name and related trademarks (see Note 2 to the Consolidated Financial Statements included in the Company's Form 10-K for the year ended December 31, 2008, for additional information). As a result, operations and cash flows associated with these assets have been classified as discontinued operations. Previously, the Pinnacle assets and operations were presented in the Fracture and Reservoir Diagnostics segment, one of the Company's two reportable segments. Segment information is no longer presented because the remaining operations do not meet the quantitative thresholds for a reportable segment. Subsequent to the sale, the subsidiary name Pinnacle Technologies, Inc. was changed to StrataGen, Inc. On October 2, 2009, a wholly-owned subsidiary of the Company completed the acquisition of 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, for a cash purchase price of $23.0 million. The acquisition was made for the purpose of expanding the Company's product and service offerings to its existing client base of E&P and oilfield service companies. Critical Accounting Policies
The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the Company to make estimates and assumptions (see Note 1 to the consolidated financial statements included in the annual report on Form 10-K for the year ended December 31, 2008). The Company believes that some of its accounting policies involve a higher degree of judgment and complexity than others. Critical accounting policies for the Company include revenue recognition, estimating the recoverability of accounts receivable, inventory valuation, accounting for income taxes, accounting for long-lived assets and accounting for legal contingencies. Critical accounting policies are discussed more fully in the Company's annual report on Form 10-K for the year ended December 31, 2008 and there have been no changes in the Company's evaluation of its critical accounting policies since the preparation of that report. Results of Operations
Three Months Ended September 30, 2009
Revenues. Revenues of $91.8 million for the quarter ended September 30, 2009 decreased 11% compared to $102.6 million in revenues for the same period in 2008. The decrease is mainly attributed to a 6% decrease in the average proppant selling price and a 3% decrease in proppant sales volume. The lower average selling price was primarily attributed to price reductions instituted during the second quarter of 2009 and a change in product mix. Worldwide proppant sales volume totaled 296 million pounds for the third quarter of 2009 compared to 306 million pounds for the third quarter of 2008. Despite a 52% decrease in the drilling rig count in the U.S. and Canada, sales volume in that region decreased by only 3%. Sales volume increases in the U.S. were slightly less than decreases in Canada, and the net decrease for most of the Company's products in the U.S. and Canada were partially offset by greater demand for the Company's lightweight products, such as CARBOHYDROPROP® in shale formations. International (excluding Canada) sales volume decreased 6% primarily due to decreases in Russia, China and North Africa partially offset by increases in Mexico. Gross Profit. Gross profit of $32.3 million for the third quarter of 2009 was essentially flat compared to gross profit of $32.1 million for the third quarter of 2008. As a percentage of revenues, gross profit increased to 35% compared to 31% for the third quarter of 2008 primarily as a result of revenue decreases being more than offset


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by decreases in cost of sales resulting from lower freight costs, as well as reduced manufacturing costs attributed primarily to a change in the mix of products sold and lower natural gas prices.
Selling, General and Administrative (SG&A) and Other Operating Expenses. SG&A expenses totaled $10.8 million for the third quarter of 2009 compared to $10.2 million for the same period in 2008. As a percentage of revenues, SG&A expenses increased to 11.8% compared to 9.9% for third quarter of 2008. SG&A expenses in the third quarter of 2009 included $1.2 million related to the relocation of certain Company offices and costs associated with the acquisition of the Falcon assets, which more than offset benefits realized from cost reduction initiatives. Other operating expenses of $1.4 million in the third quarter of 2008 mainly resulted from write-off of a prepayment for the purchase of ceramic proppant from a third party proppant manufacturer.
Other Income (Expense). Other income for the third quarter of 2009 increased $0.5 million compared to the same period in 2008. This increase is mainly attributable to a decrease in foreign currency exchange losses. Income Tax Expense. Income tax expense was $7.1 million, or 32.9% of pretax income, for the third quarter of 2009 compared to $4.8 million, or 23.8% of pretax income, for the same period last year. The $2.3 million increase is due to a benefit relating to a mining depletion adjustment that the Company recorded during the third quarter of 2008 relating to amounts claimed on the 2007 tax return filed, an amended 2006 return as well as deductions available for mining activities during the first and second quarters of 2008, and higher pretax income in 2009.
Income from Discontinued Operations, Net of Income Taxes. Income from discontinued operations for the third quarter of 2008 was $3.1 million and includes gross profit of $8.6 million offset by selling, general, and administrative expenses of $3.6 million. Income taxes related to discontinued operations for the third quarter of 2008 was $1.9 million. The sale of the discontinued operations was completed on October 10, 2008. Nine Months Ended September 30, 2009
Revenues. Revenues of $251.7 million for the nine months ended September 30, 2009 decreased 11% compared to $282.2 million in revenues for the same period in 2008. Revenues decreased primarily due to a 12% decrease in sales volume partially offset by a 3% increase in the average proppant selling price. Worldwide proppant sales volume totaled 765 million pounds in the first nine months of 2009 compared to 869 million pounds for the same period in 2008. Despite a 43% decrease in the drilling rig count in the U.S. and Canada, sales volume in that region decreased by only 10%. Sales volume decreases for most of the Company's products in the U.S. and Canada were partially offset by greater demand for the Company's lightweight products, such as CARBOHYDROPROP®in shale formations. International (excluding Canada) sales volume decreased 22% primarily attributable to decreases in Russia and North Africa partially offset by an increase in Mexico. The higher average selling price was primarily attributed to price increases introduced in the second half of 2008 that were partially offset by price reductions in the second quarter of 2009. Gross Profit. Gross profit for the nine months ended September 30, 2009 was $91.4 million, or 36% of revenues, compared to $85.6 million, or 30% of revenues, for the same period in 2008. Gross profit, as well as gross profit as a percentage of revenues, for the nine months ended September 30, 2009 increased compared to the same period last year in spite of decreased sales volume. This was primarily the result of a change in the mix of products sold, the increase in the average selling price, and lower freight and manufacturing costs. Selling, General and Administrative (SG&A) and Other Operating Expenses. SG&A expenses totaled $31.1 million for the nine months ended September 30, 2009 compared to $27.5 million for the same period in 2008. As a percentage of revenues, SG&A expenses increased to 12.3% compared to 9.7% for the same nine month period in 2008. The increases primarily resulted from higher administrative expenses necessary to support the infrastructure for an enterprise information system implemented during the second quarter of 2008, additional allowances for the collection of doubtful accounts, costs associated with the relocation of certain Company offices and Falcon acquisition costs. Other operating expenses decreased $1.7 million primarily resulting from costs of $0.2 million incurred in early 2008 associated with the start-up of the second production line at the Company's Toomsboro facility and $1.4 million from write-off of a prepayment for the purchase of ceramic proppant from a China proppant manufacturer in the third quarter of 2008.


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Other Income (Expense). Other income for the nine months ended September 30, 2009 declined $0.9 million compared to the same period in 2008. This decline is mainly attributed to a $1.1 million decrease in foreign currency exchange gains recognized during the first nine months of 2008 that did not recur in 2009 primarily as a result of the reduction in intercompany liabilities that were subject to exchange rate fluctuations.
Income Tax Expense. Income tax expense was $20.3 million, or 33.6% of pretax income, for the nine months ended September 30, 2009 compared to $17.6 million, or 30.7% of pretax income for the same period last year. The $2.7 million increase is due to higher pre-tax income combined with a higher effective tax rate primarily associated with a benefit relating to a mining depletion adjustment that the Company recorded during the third quarter of 2008 relating to amounts claimed on the 2007 tax return filed, an amended 2006 return as well as deductions available for mining activities during the first and second quarters of 2008.
Income from Discontinued Operations, Net of Income Taxes. Income from discontinued operations for the nine months ended September 30, 2008 was $6.2 million and includes gross profit of $19.5 million offset by selling, general, and administrative expenses of $9.5 million. Income taxes related to discontinued operations for the nine months ended September 30, 2008 was $3.8 million. The sale of the discontinued operations was completed on October 10, 2008.
Liquidity and Capital Resources
At September 30, 2009, the Company had cash and cash equivalents of $90.9 million compared to cash and cash equivalents of $154.8 million at December 31, 2008. For the nine months ended September 30, 2009, the Company generated $5.9 million of cash from operating activities of continuing operations, which included using $64.2 million for income tax payments associated with the sale of discontinued operations on October 10, 2008, third and fourth quarter 2008 estimated tax payments that were deferred to 2009 as a result of hurricane Gustav tax relief, and 2009 taxable income. The Company also generated $0.6 million from employee exercises of stock options. Uses of cash included $35.4 million for capital expenditures, $12.1 million for the payment of cash dividends, $22.7 million for repurchases of the Company's Common Stock, and $0.2 million from the effect of exchange rate changes on cash. On October 2, 2009, a wholly-owned subsidiary of the Company completed the acquisition of the Falcon assets for a cash purchase price of $23.0 million. The Company believes its operating results for the remainder of 2009 will continue to be influenced by the level of drilling in North America. While North American drilling rig count improved in the third quarter of 2009, it is not apparent as to whether this is the start of a recovery or a short-term correction. The Company believes the steep natural gas decline curves in North America will eventually help in bringing supply and demand more into balance; however, the timing of a sustainable recovery in the oil and gas industry is difficult to pinpoint.
Subject to the Company's financial condition, the amount of funds generated from operations and the level of capital expenditures, the Company's current intention is to continue to pay quarterly dividends to holders of its Common Stock. On September 22, 2009, the Board of Directors declared a cash dividend of $0.18 per common share to shareholders of the Company's Common Stock on November 2, 2009. The dividend is payable on November 16, 2009. The Company estimates its total capital expenditures for the remainder of 2009 will be between $12.0 million and $17.0 million, which include costs associated with the previously announced construction of the Company's third production line at its Toomsboro, Georgia facility. However, the project has been delayed, as certain permits needed to proceed with construction have not been received as expected. The Company currently anticipates that the project will be completed near the end of 2010.
The Company maintains an unsecured line of credit of $10.0 million. As of September 30, 2009, there was no outstanding debt under the credit agreement. The Company anticipates that cash on hand, cash provided by operating activities and funds available under its line of credit will be sufficient to meet planned operating expenses, tax obligations, capital expenditures and other cash needs for the next 12 months. The Company also believes that it could acquire additional debt financing, if needed. Based on these assumptions, the Company believes that its fixed costs could be met even with a moderate decrease in demand for the Company's products.


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Off-Balance Sheet Arrangements
The Company had no off-balance sheet arrangements as of September 30, 2009. Forward-Looking Information
The statements in this Form 10-Q that are not historical statements, including statements regarding our future financial and operating performance and liquidity and capital resources, 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 the forward-looking statements. Among these factors are:
• changes in overall economic conditions,

• changes in the cost of raw materials and natural gas used in manufacturing our products,

• 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 foreign and domestic government regulations,

• changes in 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, and

• weather-related risks and other risks and uncertainties.

Additional factors that could affect our future results or events are described from time to time in our reports filed with the Securities and Exchange Commission (the "SEC"). See in particular our Form 10-K for the fiscal year ended December 31, 2008 under the caption "Risk Factors" and similar disclosures in subsequently filed reports with the SEC. We assume no obligation to update forward-looking statements, except as required by law.

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