Exhibit 99.1
CARBO CERAMICS INC.
UNAUDTED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma consolidated financial statements present the historical financial statements of CARBO Ceramics Inc., (the “Company”) with adjustments relating to the sale of a portion of the assets of the Company’s wholly-owned subsidiary, Pinnacle Technologies, Inc. The sale, which includes substantially all of the fracture and reservoir diagnostic business, the Pinnacle name and related trademarks, was completed on October 10, 2008. The cash proceeds received from the sale totaled $143.7 million, including the $137.0 million purchase price plus $6.7 million for preliminary working capital adjustments.
The historical financial information has been derived from the historical consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 and the Quarterly Report on Form 10-Q for the quarter ended June 30, 2008. These unaudited pro forma consolidated financial statements should be read in conjunction with the historical consolidated financial statements and accompanying notes previously filed in these reports. The unaudited pro forma consolidated balance sheet as of June 30, 2008 was prepared as if the sale had been completed on June 30, 2008. The unaudited pro forma consolidated statements of income for the six month period ended June 30, 2008 and the years ended December 31, 2007, 2006 and 2005 were prepared as though the sale had been completed on January 1, 2005.
The unaudited pro forma consolidated financial statements are not necessarily indicative of the results of operations or financial position of the Company that would have been reported had the sale been completed as of the dates presented, and are not necessarily representative of the future consolidated results of operations or financial position of the Company.
The Company will account for this group of assets sold as a discontinued operation in accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-lived Assets, in its future financial statements.
CARBO Ceramics Inc.
Unaudited Pro Forma Consolidated Balance Sheet
As of June 30, 2008
($ in thousands)
| | | | | | | | | | | | | | | | |
| | | | | | Pro Forma | | | | | | | |
| | Historical | | | Adjustments | | | Notes | | | Pro Forma | |
ASSETS | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 9,397 | | | $ | 142,841 | | | | (1 | ) | | $ | 152,238 | |
Trade accounts and other receivables, net | | | 85,799 | | | | (20,911 | ) | | | | | | | 64,888 | |
Inventories: | | | | | | | | | | | | | | | | |
Finished goods | | | 37,312 | | | | — | | | | | | | | 37,312 | |
Raw materials and supplies | | | 26,378 | | | | — | | | | | | | | 26,378 | |
| | | | | | | | | | | | | |
Total inventories | | | 63,690 | | | | — | | | | | | | | 63,690 | |
Prepaid expenses and other current assets | | | 4,085 | | | | (420 | ) | | | | | | | 3,665 | |
Prepaid income taxes | | | 493 | | | | (493 | ) | | | | | | | — | |
Deferred income taxes | | | 7,280 | | | | (1,626 | ) | | | (4 | ) | | | 5,654 | |
| | | | | | | | | | | | | |
Total current assets | | | 170,744 | | | | 119,391 | | | | | | | | 290,135 | |
Property, plant and equipment: | | | | | | | | | | | | | | | | |
Land and land improvements | | | 10,924 | | | | (827 | ) | | | | | | | 10,097 | |
Land-use and mineral rights | | | 6,255 | | | | — | | | | | | | | 6,255 | |
Buildings | | | 48,171 | | | | (4,365 | ) | | | | | | | 43,806 | |
Machinery and equipment | | | 319,270 | | | | (31,876 | ) | | | | | | | 287,394 | |
Construction in progress | | | 13,811 | | | | (2,669 | ) | | | | | | | 11,142 | |
| | | | | | | | | | | | | |
Total | | | 398,431 | | | | (39,737 | ) | | | | | | | 358,694 | |
Less accumulated depreciation | | | 124,105 | | | | (14,079 | ) | | | | | | | 110,026 | |
| | | | | | | | | | | | | |
Net property, plant and equipment | | | 274,326 | | | | (25,658 | ) | | | | | | | 248,668 | |
Goodwill | | | 23,199 | | | | (18,340 | ) | | | (3 | ) | | | 4,859 | |
Intangible and other assets, net | | | 10,876 | | | | (7,571 | ) | | | | | | | 3,305 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 479,145 | | | $ | 67,822 | | | | | | | $ | 546,967 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | |
Accounts payable | | $ | 7,762 | | | $ | (2,185 | ) | | | | | | $ | 5,577 | |
Accrued payroll and benefits | | | 7,111 | | | | (579 | ) | | | | | | | 6,532 | |
Accrued freight | | | 4,984 | | | | — | | | | | | | | 4,984 | |
Accrued utilities | | | 4,283 | | | | — | | | | | | | | 4,283 | |
Accrued income taxes | | | — | | | | 29,428 | | | | (2 | ) | | | 29,428 | |
Retainage related to construction in progress | | | 85 | | | | — | | | | | | | | 85 | |
Other accrued expenses | | | 5,712 | | | | (740 | ) | | | | | | | 4,972 | |
| | | | | | | | | | | | | |
Total current liabilities | | | 29,937 | | | | 25,924 | | | | | | | | 55,861 | |
Deferred income taxes | | | 35,407 | | | | (4,797 | ) | | | (4 | ) | | | 30,610 | |
Shareholders’ equity: | | | | | | | | | | | | | | | | |
Preferred stock, none outstanding | | | — | | | | — | | | | | | | | — | |
Common stock | | | 246 | | | | — | | | | | | | | 246 | |
Additional paid-in capital | | | 110,405 | | | | 588 | | | | (5 | ) | | | 110,993 | |
Retained earnings | | | 297,703 | | | | 46,488 | | | | | | | | 344,191 | |
Accumulated other comprehensive income | | | 5,447 | | | | (381 | ) | | | | | | | 5,066 | |
| | | | | | | | | | | | | |
Total shareholders’ equity | | | 413,801 | | | | 46,695 | | | | | | | | 460,496 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total liabilities and shareholders’ equity | | $ | 479,145 | | | $ | 67,822 | | | | | | | $ | 546,967 | |
| | | | | | | | | | | | | |
Pro Forma Adjustments include the net book values of the assets sold and liabilities assumed, and the following adjustments:
(1) | | Cash includes $143,741 of cash received, net of estimated transaction expenses totaling $900. |
|
(2) | | Estimated income taxes payable associated with the tax gain on sale. |
|
(3) | | Adjustment to record the estimated value of $18,340 of goodwill associated with the sold assets. |
|
(4) | | Settlement of deferred income taxes associated with the sold assets. |
|
(5) | | Stock compensation costs associated with the accelerated vesting of certain restricted stock awards in connection with the discontinued operations. |
CARBO Ceramics Inc.
Unaudited Pro Forma Consolidated Statement of Income
For the Six Months Ended June 30, 2008
($ in thousands, except per share amounts)
| | | | | | | | | | | | |
| | | | | | Pro Forma | | | | |
| | Historical | | | Adjustments | | | Pro Forma | |
Revenues | | $ | 204,926 | | | $ | 25,266 | | | $ | 179,660 | |
Cost of sales | | | 140,551 | | | | 14,355 | | | | 126,196 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Gross profit | | | 64,375 | | | | 10,911 | | | | 53,464 | |
Selling, general and administrative expenses | | | 23,177 | | | | 5,858 | | | | 17,319 | |
Start-up costs | | | 231 | | | | — | | | | 231 | |
Loss on disposal of assets | | | 110 | | | | — | | | | 110 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Operating profit | | | 40,857 | | | | 5,053 | | | | 35,804 | |
Other income (expense): | | | | | | | | | | | | |
Interest income, net | | | 56 | | | | — | | | | 56 | |
Foreign currency exchange gain (loss), net | | | 1,427 | | | | — | | | | 1,427 | |
Other, net | | | 227 | | | | 40 | | | | 187 | |
| | | | | | | | | |
| | | 1,710 | | | | 40 | | | | 1,670 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Income before income taxes | | | 42,567 | | | | 5,093 | | | | 37,474 | |
Income taxes | | | 14,806 | | | | 1,935 | | | | 12,871 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Net income | | $ | 27,761 | | | $ | 3,158 | | | $ | 24,603 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Earnings per share: | | | | | | | | | | | | |
Basic | | $ | 1.14 | | | | | | | $ | 1.01 | |
| | | | | | | | | | |
Diluted | | $ | 1.13 | | | | | | | $ | 1.00 | |
| | | | | | | | | | |
| | | | | | | | | | | | |
Average shares outstanding: | | | | | | | | | | | | |
Basic | | | 24,458,834 | | | | | | | | 24,458,834 | |
| | | | | | | | | | |
Diluted | | | 24,556,910 | | | | | | | | 24,556,910 | |
| | | | | | | | | | |
Pro Forma Adjustments include results of the discontinued operations.
CARBO Ceramics Inc.
Unaudited Pro Forma Consolidated Statement of Income
For the Year Ended December 31, 2007
($ in thousands, except per share amounts)
| | | | | | | | | | | | |
| | | | | | Pro Forma | | | | |
| | Historical | | | Adjustments | | | Pro Forma | |
Revenues | | $ | 340,351 | | | $ | 40,355 | | | $ | 299,996 | |
Cost of sales | | | 221,202 | | | | 23,132 | | | | 198,070 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Gross profit | | | 119,149 | | | | 17,223 | | | | 101,926 | |
Selling, general and administrative expenses | | | 39,615 | | | | 10,631 | | | | 28,984 | |
Start-up costs | | | 1,215 | | | | — | | | | 1,215 | |
Loss on disposal of assets | | | 268 | | | | — | | | | 268 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Operating profit | | | 78,051 | | | | 6,592 | | | | 71,459 | |
Other income (expense): | | | | | | | | | | | | |
Interest income, net | | | 419 | | | | — | | | | 419 | |
Foreign currency exchange gain (loss), net | | | 2,882 | | | | — | | | | 2,882 | |
Other, net | | | 48 | | | | 229 | | | | (181 | ) |
| | | | | | | | | |
| | | 3,349 | | | | 229 | | | | 3,120 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Income before income taxes | | | 81,400 | | | | 6,821 | | | | 74,579 | |
Income taxes | | | 27,530 | | | | 2,592 | | | | 24,938 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Net income | | $ | 53,870 | | | $ | 4,229 | | | $ | 49,641 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Earnings per share: | | | | | | | | | | | | |
Basic | | $ | 2.21 | | | | | | | $ | 2.04 | |
| | | | | | | | | | |
Diluted | | $ | 2.20 | | | | | | | $ | 2.03 | |
| | | | | | | | | | |
| | | | | | | | | | | | |
Average shares outstanding: | | | | | | | | | | | | |
Basic | | | 24,367,479 | | | | | | | | 24,367,479 | |
| | | | | | | | | | |
Diluted | | | 24,483,902 | | | | | | | | 24,483,902 | |
| | | | | | | | | | |
Pro Forma Adjustments include results of the discontinued operations.
CARBO Ceramics Inc.
Unaudited Pro Forma Consolidated Statement of Income
For the Year Ended December 31, 2006
($ in thousands, except per share amounts)
| | | | | | | | | | | | |
| | | | | | Pro Forma | | | | |
| | Historical | | | Adjustments | | | Pro Forma | |
Revenues | | $ | 312,126 | | | $ | 28,297 | | | $ | 283,829 | |
Cost of sales | | | 196,133 | | | | 16,236 | | | | 179,897 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Gross profit | | | 115,993 | | | | 12,061 | | | | 103,932 | |
Selling, general and administrative expenses | | | 34,732 | | | | 8,744 | | | | 25,988 | |
Start-up costs | | | 474 | | | | — | | | | 474 | |
Loss on disposal of assets | | | — | | | | — | | | | — | |
| | | | | | | | | |
| | | | | | | | | | | | |
Operating profit | | | 80,787 | | | | 3,317 | | | | 77,470 | |
Other income (expense): | | | | | | | | | | | | |
Interest income, net | | | 1,590 | | | | — | | | | 1,590 | |
Foreign currency exchange gain (loss), net | | | 1,387 | | | | — | | | | 1,387 | |
Other, net | | | 50 | | | | (78 | ) | | | 128 | |
| | | | | | | | | |
| | | 3,027 | | | | (78 | ) | | | 3,105 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Income before income taxes | | | 83,814 | | | | 3,239 | | | | 80,575 | |
Income taxes | | | 29,561 | | | | 1,231 | | | | 28,330 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Net income | | $ | 54,253 | | | $ | 2,008 | | | $ | 52,245 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Earnings per share: | | | | | | | | | | | | |
Basic | | $ | 2.23 | | | | | | | $ | 2.15 | |
| | | | | | | | | | |
Diluted | | $ | 2.22 | | | | | | | $ | 2.14 | |
| | | | | | | | | | |
| | | | | | | | | | | | |
Average shares outstanding: | | | | | | | | | | | | |
Basic | | | 24,280,778 | | | | | | | | 24,280,778 | |
| | | | | | | | | | |
Diluted | | | 24,400,531 | | | | | | | | 24,400,531 | |
| | | | | | | | | | |
Pro Forma Adjustments include results of the discontinued operations.
CARBO Ceramics Inc.
Unaudited Pro Forma Consolidated Statement of Income
For the Year Ended December 31, 2005
($ in thousands, except per share amounts)
| | | | | | | | | | | | |
| | | | | | Pro Forma | | | | |
| | Historical | | | Adjustments | | | Pro Forma | |
Revenues | | $ | 252,673 | | | $ | 21,724 | | | $ | 230,949 | |
Cost of sales | | | 153,941 | | | | 13,529 | | | | 140,412 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Gross profit | | | 98,732 | | | | 8,195 | | | | 90,537 | |
Selling, general and administrative expenses | | | 27,245 | | | | 6,326 | | | | 20,919 | |
Start-up costs | | | 1,092 | | | | — | | | | 1,092 | |
Loss on disposal of assets | | | 95 | | | | — | | | | 95 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Operating profit | | | 70,300 | | | | 1,869 | | | | 68,431 | |
Other income (expense): | | | | | | | | | | | | |
Interest income, net | | | 1,756 | | | | — | | | | 1,756 | |
Foreign currency exchange gain (loss), net | | | (147 | ) | | | — | | | | (147 | ) |
Other, net | | | 174 | | | | 208 | | | | (34 | ) |
| | | | | | | | | |
| | | 1,783 | | | | 208 | | | | 1,575 | |
| | | | | | | | | |
|
Income before income taxes | | | 72,083 | | | | 2,077 | | | | 70,006 | |
Income taxes | | | 25,463 | | | | 789 | | | | 24,674 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Net income | | $ | 46,620 | | | $ | 1,288 | | | $ | 45,332 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Earnings per share: | | | | | | | | | | | | |
Basic | | $ | 1.94 | | | | | | | $ | 1.89 | |
| | | | | | | | | | |
Diluted | | $ | 1.93 | | | | | | | $ | 1.87 | |
| | | | | | | | | | |
| | | | | | | | | | | | |
Average shares outstanding: | | | | | | | | | | | | |
Basic | | | 24,004,563 | | | | | | | | 24,004,563 | |
| | | | | | | | | | |
Diluted | | | 24,177,364 | | | | | | | | 24,177,364 | |
| | | | | | | | | | |
Pro Forma Adjustments include results of the discontinued operations.