CARBO CERAMICS INC (Form: 10-Q, Received: 10/29/2015 11:34:14)

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UNITED STATES

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 September 30, 2015

¨	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. 001-15903

CARBO CERAMICS INC.

(Exact name of registrant as specified in its charter)

DELAWARE

72-1100013

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

575 North Dairy Ashford

Suite 300

Houston, TX 77079

(Address of principal executive offices)

(281) 921-6400

(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 ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of October 23, 2015, 23,285,994 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


		PAGE
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements		3

	Consolidated Balance Sheets - September 30, 2015 (Unaudited) and December 31, 2014		3

	Consolidated Statements of Operations (Unaudited) - Three and nine months ended September 30, 2015 and 2014		4

	Consolidated Statements of Comprehensive (Loss) Income (Unaudited) - Three and nine months ended September 30, 2015 and 2014		5

	Consolidated Statements of Cash Flows (Unaudited) - Nine months ended September 30, 2015 and 2014		6

	Notes to Consolidated Financial Statements (Unaudited)		7-11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		12-19

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		19

Item 4.	Controls and Procedures		19

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		20

Item 1A.	Risk Factors		20

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		20

Item 3.	Defaults Upon Senior Securities		20

Item 4.	Mine Safety Disclosure		20

Item 5.	Other Information		20

Item 6.	Exhibits		21

Signatures			22

Exhibit Index			23

PART I. FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

CARBO CERAMICS INC.

CONSOLIDATED BALANCE SHEETS

($ in thousands, except per share data)


	September 30, 2015			December 31, 2014
	(Unaudited)			(Note 1)
ASSETS
Current assets:
Cash and cash equivalents	$	90,694		$	24,298
Trade accounts and other receivables, net		60,053			132,573
Inventories:
Finished goods		85,054			106,941
Raw materials and supplies		29,204			37,502

Total inventories		114,258			144,443
Prepaid expenses and other current assets		5,016			5,241
Prepaid income taxes		975			19,708
Deferred income taxes		38,668			11,348

Total current assets		309,664			337,611
Property, plant and equipment:
Land and land improvements		43,225			40,921
Land-use and mineral rights		19,877			19,877
Buildings		75,961			74,911
Machinery and equipment		631,331			627,517
Construction in progress		142,159			109,378

Total		912,553			872,604
Less accumulated depreciation and amortization		338,792			303,888

Net property, plant and equipment		573,761			568,716
Goodwill		12,164			12,164
Intangible and other assets, net		17,759			15,735

Total assets	$	913,348		$	934,226


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Bank borrowings	$	88,000		$	25,000
Accounts payable		10,936			22,922
Accrued payroll and benefits		5,499			12,466
Accrued freight		2,025			5,925
Accrued utilities		2,103			3,714
Dividends payable		2,329			—
Derivative instruments		6,232			—
Other accrued expenses		10,961			7,388

Total current liabilities		128,085			77,415
Deferred income taxes		77,723			80,754
Derivative instruments		5,498			—
Shareholders’ equity:
Preferred stock, par value $0.01 per share, 5,000 shares authorized, none outstanding		—			—
Common stock, par value $0.01 per share, 80,000,000 shares authorized; 23,290,865 and 23,092,674 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively		233			231
Additional paid-in capital		63,728			59,297
Retained earnings		664,775			739,498
Accumulated other comprehensive loss		(26,694	)		(22,969	)

Total shareholders’ equity		702,042			776,057

Total liabilities and shareholders’ equity	$	913,348		$	934,226

The accompanying notes are an integral part of these statements.

CARBO CERAMICS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

($ in thousands, except per share data)

(Unaudited)


	Three months ended September 30,					Nine months ended September 30,
	2015			2014		2015			2014

Revenues	$	75,807		$	155,402	$	222,806		$	480,527
Cost of sales		80,404			113,252		263,703			340,365


Gross (loss) profit		(4,597	)		42,150		(40,897	)		140,162
Selling, general and administrative expenses		14,609			18,087		45,902			53,960
Start-up costs		—			—		—			811
Loss (gain) on disposal or impairment of assets		15			5,055		(148	)		4,864


Operating (loss) profit		(19,221	)		19,008		(86,651	)		80,527

Other (expense) income, net		(64	)		48		(199	)		342


(Loss) income before income taxes		(19,285	)		19,056		(86,850	)		80,869
Income tax (benefit) expense		(5,387	)		5,312		(27,346	)		25,680


Net (loss) income	$	(13,898	)	$	13,744	$	(59,504	)	$	55,189


(Loss) earnings per share:
Basic	$	(0.60	)	$	0.60	$	(2.59	)	$	2.39

Diluted	$	(0.60	)	$	0.60	$	(2.59	)	$	2.39


Other information:
Dividends declared per common share (See Note 4)	$	0.20		$	0.66	$	0.63		$	1.26

The accompanying notes are an integral part of these statements.

CARBO CERAMICS INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

($ in thousands)

(Unaudited)


	Three months ended September 30,						Nine months ended September 30,
	2015			2014			2015			2014

Net (loss) income	$	(13,898	)	$	13,744		$	(59,504	)	$	55,189

Other comprehensive loss:
Foreign currency translation adjustment		(4,288	)		(5,680	)		(3,725	)		(7,695	)
Deferred income taxes		—			(2,461	)		—			(1,756	)

Other comprehensive loss, net of tax		(4,288	)		(8,141	)		(3,725	)		(9,451	)


Comprehensive (loss) income	$	(18,186	)	$	5,603		$	(63,229	)	$	45,738

The accompanying notes are an integral part of these statements.

CARBO CERAMICS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in thousands)

(Unaudited)


	Nine months ended September 30,
	2015			2014
Operating activities
Net (loss) income	$	(59,504	)	$	55,189
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		40,893			37,059
Provision for doubtful accounts		267			395
Deferred income taxes		(30,354	)		(1,673	)
Excess tax benefits from stock based compensation		—			(372	)
Lower of cost or market and other inventory adjustments		4,372			2,798
(Gain) loss on disposal or impairment of assets		(148	)		4,864
Foreign currency transaction (gain) loss, net		(173	)		82
Stock compensation expense		6,063			5,887
Loss on derivative instruments		11,730			—
Changes in operating assets and liabilities:
Trade accounts and other receivables		71,870			11,358
Inventories		20,042			(21,020	)
Prepaid expenses and other current assets		239			(1,746	)
Long-term other assets		1,329			157
Accounts payable		(6,804	)		8,501
Accrued expenses		(8,776	)		(1,572	)
Accrued income taxes, net		17,083			(3,123	)

Net cash provided by operating activities		68,129			96,784

Investing activities
Capital expenditures		(51,333	)		(131,232	)

Net cash used in investing activities		(51,333	)		(131,232	)

Financing activities
Proceeds from bank borrowings		70,000			—
Repayments on bank borrowings		(7,000	)		—
Dividends paid		(12,339	)		(21,500	)
Purchase of common stock		(551	)		(6,892	)
Excess tax benefits from stock based compensation		—			372

Net cash provided by (used in) financing activities		50,110			(28,020	)

Effect of exchange rate changes on cash		(510	)		(1,678	)


Net increase (decrease) in cash and cash equivalents		66,396			(64,146	)
Cash and cash equivalents at beginning of period		24,298			94,250

Cash and cash equivalents at end of period	$	90,694		$	30,104


Supplemental cash flow information

Interest paid	$	1,431		$	20

Income taxes paid	$	—		$	30,476

The accompanying notes are an integral part of these statements.

CARBO CERAMICS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in thousands, except per share data)

(Unaudited)

1.	Basis of Presentation

The accompanying unaudited consolidated financial statements of CARBO Ceramics Inc. have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) 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 notes required 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. The consolidated balance sheet as of December 31, 2014 has been derived from the audited financial statements at that date. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2014 included in the annual report on Form 10-K of CARBO Ceramics Inc. for the year ended December 31, 2014.

The consolidated financial statements include the accounts of CARBO Ceramics Inc. and its operating subsidiaries (the “Company”). All significant intercompany transactions have been eliminated.

In late 2014 and early 2015, a severe decline in oil and natural gas prices led to a significant decline in oil and natural gas industry drilling activities and capital spending. During the three month period ended March 31, 2015, the Company implemented a number of initiatives to preserve cash and lower costs, including: reducing workforce across the organization, lowering production output levels in order to align with lower demand, limiting capital expenditures and reducing dividends. As a result of these measures, the Company temporarily idled production and furloughed employees at the Toomsboro and Millen, Georgia manufacturing plants for approximately 90 days and mothballed the manufacturing plants in McIntyre, Georgia and Luoyang, China. Production resumed at both of the temporarily idled facilities during the second quarter of 2015.

In general, temporarily idled facilities are expected to remain closed for a short period of time, generally less than one year. Mothballed facilities are expected to remain closed for one year or longer. The accounting treatment is the same for both temporarily idled and mothballed facilities, except that mothballed assets are evaluated for possible impairment while temporarily idled assets are not necessarily assessed for impairment. The Company continues to depreciate both temporarily idled and mothballed assets.

The facility in Toomsboro, Georgia is the Company’s largest manufacturing facility consisting of four production lines. During the third quarter of 2015, one of the four manufacturing lines at the Toomsboro plant ran the entire quarter, while a second line ran part of the quarter. Production levels at the Millen, Georgia and Eufaula, Alabama facilities were near the stated capacity of those facilities. However, the Company expects to temporarily idle the Millen, Georgia facility during the fourth quarter of 2015. The mothballed plants in McIntyre, Georgia and Luoyang, China remained closed.

Lower of Cost or Market and Other Inventory Adjustments

During the three-month period ended March 31, 2015, the Company reviewed the carrying values of all inventories and concluded that certain inventories in China had been impacted by changes in market conditions. Current market prices had fallen below carrying costs for certain inventories. Consequently, the Company recognized a $3,887 loss in cost of sales, to adjust finished goods and raw materials carrying values to the lower market prices on inventories inside China. The adjustments were based on current market prices for these or similar products, as determined by actual sales, bids, and/or quotes from third parties. The Company again reviewed the carrying values of all inventories as of June 30, 2015 and September 30, 2015 and concluded that no further adjustments were warranted as of those times. In addition, during the three month period ended March 31, 2015, the Company recognized a $485 loss in cost of sales as a result of other inventory adjustments unrelated to lower of cost or market issues.

Production Levels Below Normal Capacity

As a result of the Company substantially reducing manufacturing production levels, including by idling and mothballing certain facilities, the component of the Company’s accounting policy for inventory relating to operating at production levels below normal capacity was triggered and resulted in certain production costs being expensed instead of being capitalized into inventory. Under this policy, the Company expenses fixed production overhead amounts in excess of amounts that would have been allocated to each unit of production at normal production levels. The Company expensed $25,157 in production costs during the nine month period ended September 30, 2015. There were no such costs in the prior year period.

Long-lived assets impairment considerations

As noted, the Company plans to idle production at the Millen, Georgia manufacturing facility during the fourth quarter of 2015. The Company does not necessarily assess temporarily idled assets for impairment unless events or circumstances indicate their carrying amounts might not be recoverable. Short-term stoppages of production for less than one year do not necessarily significantly impact the long-term expected cash flows of the idled facility. As of September 30, 2015, the Company did not assess the Millen plant for impairment. However, the Company continues to monitor market conditions closely and, during the fourth quarter of 2015, expects to collect additional information regarding customers’ 2016 drilling plans and budgets that could affect future production plans for the Company’s Millen, Georgia and other manufacturing facilities. Further deterioration of market conditions could result in impairment charges being taken on these and/or other long-lived assets, including the Company’s manufacturing plants, goodwill and intangible assets. The Company will evaluate long-lived assets for impairment at such time that events or circumstances indicate that carrying amounts might be impaired.

2.	(Loss) Earnings Per Share

The following table sets forth the computation of basic and diluted (loss) earnings per share under the two-class method:


	Three months ended September 30,						Nine months ended September 30,
	2015			2014			2015			2014
Numerator for basic and diluted (loss) earnings per share:
Net (loss) income	$	(13,898	)	$	13,744		$	(59,504	)	$	55,189
Effect of reallocating undistributed earnings of participating securities		—			(90	)		—			(379	)

Net (loss) income available under the two-class method	$	(13,898	)	$	13,654		$	(59,504	)	$	54,810

Denominator:
Denominator for basic (loss) earnings per share— weighted-average shares		23,008,922			22,944,840			22,994,445			22,946,956
Effect of dilutive potential common shares		—			—			—			—

Denominator for diluted (loss) earnings per share— adjusted weighted-average shares		23,008,922			22,944,840			22,994,445			22,946,956


Basic (loss) earnings per share	$	(0.60	)	$	0.60		$	(2.59	)	$	2.39


Diluted (loss) earnings per share	$	(0.60	)	$	0.60		$	(2.59	)	$	2.39

3.	Common Stock Repurchase Program

On January 28, 2015, the Company’s Board of Directors authorized the repurchase of up to two million shares of the Company’s common stock. Shares are effectively retired at the time of purchase. As of September 30, 2015, the Company had not repurchased any shares under the plan.

4.	Dividends Paid

On July 21, 2015, the Board of Directors declared a cash dividend of $0.10 per common share payable to shareholders of record on August 3, 2015. The dividend was paid on August 17, 2015. On September 22, 2015, the Board of Directors declared a cash dividend of $0.10 per common share payable to shareholders of record on November 2, 2015. This dividend is payable on November 16, 2015.

5.	Natural Gas Derivative Instruments

Natural gas is used to fire the kilns at the Company’s domestic manufacturing plants. In an effort to mitigate potential volatility in the cost of natural gas purchases and reduce exposure to short-term spikes in the price of this commodity, from time to time, the Company enters into contracts to purchase a portion of the anticipated monthly natural gas requirements at specified prices. Contracts are geographic by plant location. Historically, the Company has taken delivery of all natural gas quantities under contract, which exempted the Company from accounting for the contracts as derivative instruments. However, due to the severe decline in industry activity in early 2015, the Company significantly reduced production levels and consequently did not take delivery of all of the contracted natural gas quantities. As a result, the Company began to account for relevant contracts as derivative instruments.

Derivative accounting requires the natural gas contracts to be recognized as either assets or liabilities at fair value with an offsetting entry in earnings. The Company uses the income approach in determining the fair value of these derivative instruments. The model used considers the difference, as of each balance sheet date, between the contracted prices and the New York Mercantile Exchange (“NYMEX”) forward strip price for each contracted period. The estimated cash flows from these contracts are discounted using a discount rate of 5.5%, which reflects the nature of the contracts as well as the timing and risk of estimated cash flows associated with the contracts. The discount rate had an immaterial impact on the fair value of the contracts for the nine months ended September 30, 2015. The last natural gas contract will expire in December 2018. As a result, during the nine months ended September 30, 2015, the Company recognized a loss on derivative instruments of $14,259 in cost of sales. The cumulative present value of the losses on these natural gas derivative contracts as of September 30, 2015 are presented as current and long-term liabilities, as applicable, in the Consolidated Balance Sheet.

At September 30, 2015, the Company has contracted for delivery a total of 9,000,000 MMBtu of natural gas at an average price of $4.53 per MMBtu through December 31, 2018. Contracts covering 7,560,000 MMBtu are subject to accounting as derivative instruments. Future decreases in the NYMEX forward strip prices will result in additional derivative losses while future increases in the NYMEX forward strip prices will result in derivative gains. Future gains or losses will approximate the change in NYMEX natural gas prices relative to the total quantity of natural gas under contracts now subject to accounting as derivatives. The historical average NYMEX natural gas contract settlement prices for the quarters ended September 30, 2015 and 2014 were $2.77 per MMBtu and $4.06 per MMBtu, respectively.

6.	Fair Value Measurements

The Company’s derivative instruments are measured at fair value on a recurring basis. U.S. GAAP establishes a fair value hierarchy that has three levels based on the reliability of the inputs used to determine the fair value. These levels include: Level 1, defined as inputs such as unadjusted quoted prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for use when little or no market data exists, therefore requiring an entity to develop its own assumptions.

The Company’s natural gas derivative instruments are included within the Level 2 fair value hierarchy. The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value:


	Fair value as of September 30, 2015
	Level 1		Level 2			Level 3		Total
Assets	$	—	$	—		$	—	$	—
Liabilities:
Derivative instruments		—		(11,730	)		—		(11,730	)

Total fair value	$	—	$	(11,730	)	$	—	$	(11,730	)

7.	Stock Based Compensation

The 2014 CARBO Ceramics Inc. Omnibus Incentive Plan (the “2014 Omnibus Incentive Plan”) provides for granting of cash-based awards, stock options (both non-qualified and incentive) and other equity-based awards (including stock appreciation rights, phantom stock, restricted stock, restricted stock units, performance shares, deferred share units or share-denominated performance units) to employees and non-employee directors. As of September 30, 2015, 520,303 shares were available for issuance under the 2014 Omnibus Incentive Plan. Although the 2009 CARBO Ceramics Inc. Omnibus Incentive Plan (the “2009 Omnibus Incentive Plan”) has expired, certain nonvested restricted shares granted under that plan remain outstanding in accordance with its terms. Additionally, certain units of phantom stock remain outstanding under the 2009 Omnibus Incentive Plan, as described below.

A summary of restricted stock activity and related information for the nine months ended September 30, 2015 is presented below:


	Shares			Weighted- Average Grant-Date Fair Value Per Share
Nonvested at January 1, 2015		147,489		$	99.51
Granted		225,487		$	34.62
Vested		(63,360	)	$	101.28
Forfeited		(28,102	)	$	51.52

Nonvested at September 30, 2015		281,514		$	51.93

As of September 30, 2015, there was $9,759 of total unrecognized compensation cost, net of estimated forfeitures, related to restricted shares granted under both the expired 2009 Omnibus Incentive Plan and the 2014 Omnibus Incentive Plan. That cost is expected to be recognized over a weighted-average period of 2.0 years. The total fair value of shares vested during the nine months ended September 30, 2015 was $6,417.

The Company made market-based cash awards to certain executives of the Company pursuant to the 2014 Omnibus Incentive Plan with a total Target Award of $753, as of September 30, 2015. The amount of awards that will ultimately vest can range from 0% to 200% based on the Company’s Relative Total Shareholder Return calculated over a three year period beginning January 1, 2015 through December 31, 2017.

The Company also made phantom stock awards to key international employees pursuant to the expired 2009 Omnibus Incentive Plan prior to its expiration and pursuant to the 2014 Omnibus Incentive Plan. The units subject to a phantom stock award vest and cease to be forfeitable in equal annual installments over a three-year period. Participants awarded units of phantom stock are entitled to a lump sum cash payment equal to the fair market value of a share of Common Stock on the vesting date. In no event will Common Stock of the Company be issued with regard to outstanding phantom stock awards. As of September 30, 2015, there were 18,180 units of phantom stock granted under the expired 2009 Omnibus Incentive Plan, of which 12,569 have vested and 2,590 have been forfeited. As of September 30, 2015, there were 5,020 units of phantom stock granted under the 2014 Omnibus Incentive Plan, of which none have vested and none have been forfeited. As of September 30, 2015, nonvested units of phantom stock under the 2009 Omnibus Incentive Plan and the 2014 Omnibus Incentive Plan have a total value of $153, a portion of which is accrued as a liability within Accrued Payroll and Benefits.

8.	Bank Borrowings

The Company has a revolving credit agreement with a bank. On July 27, 2015, the Company entered into a fourth amendment to this credit facility that, among other items, (i) reduced the size of the revolving credit facility from $100,000 to $90,000; (ii) secures borrowings with a blanket lien on substantially all of the Company’s accounts receivable and inventories; (iii) prohibits the Company from granting security interests in the Company’s fixed assets and real property; (iv) sets interest at LIBOR plus 4.00%; (v) sets the maturity date as December 31, 2018; and (vi) waives compliance with the maximum leverage ratio and fixed charge ratio covenants through December 31, 2016. Additionally, the fourth amendment added covenants which (i) requires a minimum assets coverage ratio of 1.25 to 1.0 calculated on a monthly basis and (ii) limits capital expenditures to $65,000 annually through December 31, 2016, subject to maintaining pro forma liquidity of $15,000. The terms of the credit agreement provide for certain affirmative and negative covenants and require the Company

to maintain certain financial ratios. As of September 30, 2015, the Company’s outstanding debt under the credit agreement was $88,000 and the weighted average interest rate was 4.54% based on LIBOR-based rate borrowings.

9.	Foreign Currencies

As of September 30, 2015, the Company’s net investment that is subject to foreign currency fluctuations totaled $25,031, and the Company has recorded a cumulative foreign currency translation loss of $26,694. This cumulative translation loss is included in, and is the only component of, Accumulated Other Comprehensive Loss. There were no amounts reclassified to net income during the nine-months ended September 30, 2015. During 2014 and continuing into 2015, the value of the Russian Ruble significantly declined relative to the U.S. dollar. The financial impact of this decline on the Company’s net assets in Russia is included in Other Comprehensive Income and the cumulative foreign currency translation loss noted above. No income tax benefits have been recorded on these losses as a result of the uncertainty about recoverability of the related deferred income tax benefits.

10.

New Accounting Pronouncements

In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date,” which revises the effective date of ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASU 2014-09”) to interim and annual periods beginning after December 15, 2017 with early adoption permitted no earlier than interim and annual periods beginning after December 15, 2016. In May 2014, the FASB issued ASU No. 2014-09, which amends current revenue guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company is currently evaluating the potential impact, if any, of adopting this new guidance on the consolidated financial statements and related disclosures.

In July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330),” (“ASU 2015-11”) which amends and simplifies the measurement of inventory. The main provisions of the standard require that inventory be measured at the lower of cost and net realizable value. Prior to the issuance of the standard, inventory was measured at the lower of cost or market (where market was defined as replacement cost, with a ceiling of net realizable value and floor of net realizable value less a normal profit margin). ASU 2015-11 will be effective for the interim and annual periods beginning after December 15, 2016 with early adoption permitted. The Company is currently evaluating the potential impact, if any, of adopting this new guidance on the consolidated financial statements and related disclosures.

In April 2015, the FASB issued ASU No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30),” (“ASU 2015-03”) which amends and simplifies the presentation of debt issuance costs. The main provisions of the standard require that debt issuance costs related to a recognized liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, and amortization of the debt issuance costs must be reported as interest expense. ASU 2015-03 will be effective for the interim and annual periods beginning after December 15, 2015 with early adoption permitted. The new standard must be applied on a retroactive basis, and the Company will be required to comply with the applicable disclosures for a change in accounting principle. The adoption of ASU 2015-03 is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

11.

Legal Proceedings

The Company is subject to legal proceedings, claims and litigation arising in the ordinary course of business. While the outcome of these matters is currently not determinable, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

CARBO Ceramics Inc. (“we,” “us,” “our” or our “Company”) is an oilfield services technology company that generates revenue primarily through the sale of production enhancement products and services to the oil and natural gas industry. Our principal business consists of manufacturing and selling proppant products for use primarily in the hydraulic fracturing of oil and natural gas wells. These proppant products include ceramic, resin-coated proppants and raw frac sand. We also provide the industry’s most widely used hydraulic fracture simulation software, FracPro®, as well as hydraulic fracture design and consulting services. In addition, we provide a broad range of technologies for spill prevention, containment and countermeasures.

Our products and services help oil and natural gas producers increase production and recovery rates from their wells, thereby lowering overall finding and development costs. As a result, our business is dependent to a large extent on the level of drilling and hydraulic fracturing activity in the oil and natural gas industry worldwide. Gross margin for our ceramic proppant business is principally impacted by sales volume, product mix, sales price, distribution costs, manufacturing costs, including natural gas, and our production levels as a percentage of our capacity.

In 2013, we began selling raw frac sand. Raw frac sand products sell at much lower prices and with lower gross margins than our ceramic proppant. While gross (loss) profit is generally not materially impacted by the sale of these products, given the level of sales volumes of raw frac sand compared to ceramic proppant, our overall gross margin as a percent of revenues and the overall selling price for our proppants can be impacted. In 2014, our gross margin was also impacted by spending on the development of our new KRYPTOSPHERE ^TM proppant technology and preparations for its commercialization.

In June 2014, we completed the first proppant production line at our new Millen, Georgia facility. In addition, during 2014, we began construction of a second production line in Millen, Georgia. Due to current market conditions, completion of the second line at the manufacturing facility in Millen, Georgia has been temporarily suspended. As of September 30, 2015, the value of the temporarily suspended assets relating to the second production line at Millen totaled approximately 44% of the Company’s total construction in progress and we estimate that the second line is approximately 90% complete. The Company currently does not expect to complete construction of the second production line and commence production until market conditions improve so as to warrant production by a second production line at this facility. Further, we expect to idle the Millen, Georgia facility during the fourth quarter of 2015. The retrofit of the first phase of an existing plant to produce KRYPTOSPHERE is substantially complete and commissioning will be finalized during the fourth quarter of 2015. We have decided to defer completing the second phase of the retrofit until market conditions warrant moving forward with the project. As of September 30, 2015, the value of the temporarily suspended assets relating to the second phase of the retrofit totaled approximately 11% of the Company’s total construction in progress and we estimate that the second phase is approximately 80% complete.

Industry Conditions

In late 2014 and early 2015, a severe decline in oil and natural gas prices led to a significant decline in oil and natural gas industry drilling activities and capital spending. We expect that these low oil and natural gas prices will continue for the foreseeable future and will continue to negatively impact both pricing and demand for proppant. During the third quarter of 2015, the average price of West Texas Intermediate (“WTI”) crude oil fell 53% to $46.42 per barrel compared to $97.78 per barrel in the third quarter of 2014. The average United States rig count fell 54% in the third quarter of 2015 to 866 rigs compared to 1,903 rigs in the third quarter of 2014. In addition, exploration and production (“E&P”) operators used a higher percentage of raw frac sand in place of ceramic proppant during the third quarter of 2015 when compared to the same period of 2014. These events, along with an oversupplied ceramic proppant market and low oil and natural gas prices, drove lower average prices for our proppants during the third quarter of 2015, when compared with the same period of 2014.

Beginning in the first quarter of 2015, we implemented a number of initiatives to preserve cash and lower costs, including: reducing workforce across our organization, lowering our production output levels in order to align with lower demand, limiting capital expenditures and reducing dividends. As a result of these measures, in the United States, during the first quarter of 2015, we idled production (including furloughing employees) at the Toomsboro and Millen, Georgia manufacturing plants for approximately 90 days and mothballed our

manufacturing plant in McIntyre, Georgia. During the second quarter of 2015, production resumed at both of the temporarily idled facilities. During the third quarter of 2015, one of the four manufacturing lines at the Toomsboro, Georgia plant ran the entire quarter while a second line ran part of the quarter. Production levels at the Millen, Georgia and Eufaula, Alabama facilities were near stated capacities of those facilities. However, we expect to idle the Millen, Georgia facility during the fourth quarter of 2015. In the event that the market demand for proppants further decreases, we may further reduce operations at our active manufacturing plants.

Furthermore, conditions in the North American oil and natural gas market also negatively impacted the proppant market inside China. Proppant manufacturers in China experienced excess production capacity due to market conditions in North America. As a result, we recognized an impairment charge on our long-lived assets in China and wrote down the value of certain inventories in China down to lower market prices during the second half of 2014, and further wrote down the value of certain of our finished goods and raw materials in China down to lower market prices during the first quarter of 2015. As of September 30, 2015, the value of our inventories inside China totaled $4.1 million. We mothballed our plant in China during the first quarter of 2015 and do not expect to resume operations at this facility in the foreseeable future. We are actively working to sell remaining inventories in China. While production activities ceased and production related employees have been terminated, we continue to retain sales, logistics, and administrative staff in China. Upon substantial liquidation of our China entity, we will recognize a non-cash gain from realizing our China-related cumulative foreign currency translation adjustment (“CTA”). We are still evaluating alternatives for the possible disposition of these China assets, and we intend to hold these assets until this evaluation is complete. As of September 30, 2015, the China-related CTA had an unrealized gain of $8.9 million.

Although most direct manufacturing costs have been relatively stable or predictable over time, the cost of natural gas, which is used in production by our domestic manufacturing facilities, is subject to volatility. In an effort to mitigate potential volatility in the cost of natural gas purchases and reduce exposure to short-term spikes in the price of this commodity, from time to time, we enter into natural gas contracts to purchase a portion of the anticipated monthly natural gas requirements at specified prices. Due to the severe decline in industry activity early in 2015, we reduced our level of proppant production and did not take delivery of all of the contracted natural gas quantities. As a result, we began to account for relevant contracts as derivative instruments and have recorded a loss on these contracts of $14.3 million for the nine month period ended September 30, 2015.

Critical Accounting Policies

The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles, which require us to make estimates and assumptions (see Note 1 to the consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2014). We believe that some of our accounting policies involve a higher degree of judgment and complexity than others. As of December 31, 2014, our critical accounting policies included revenue recognition, estimating the recoverability of accounts receivable, inventory valuation, accounting for income taxes and accounting for long-lived assets. These critical accounting policies are discussed more fully in our annual report on Form 10-K for the year ended December 31, 2014.

Long-lived assets to be held and used and intangible assets that are subject to amortization are reviewed for impairment whenever events or circumstances indicate their carrying amounts might not be recoverable. During the first quarter of 2015, we temporarily idled production and furloughed employees at our Toomsboro and Millen, Georgia manufacturing plants (both for approximately 90 days) and mothballed our manufacturing plants in McIntyre, Georgia and Luoyang, China. Temporarily idled facilities are expected to remain closed for a short period of time, generally less than one year. Mothballed facilities are expected to remain closed for one year or longer. The accounting treatment is the same for both temporarily idled and mothballed facilities, except that mothballed assets are evaluated for possible impairment while temporarily idled assets are not necessarily assessed for impairment. In the instances of idling both the Toomsboro and Millen, Georgia plants in early 2015 for approximately 90 days each, we did not assess the temporarily idled assets for impairment because such short-term stoppages of production were designed to temporarily reduce inventory levels and as such did not significantly impact the long-term expected cash flows of the plants. We continue to depreciate both temporarily idled and mothballed assets.

At the time the manufacturing facility in McIntyre, Georgia was mothballed, we conducted an interim impairment analysis of the related long-lived assets. Key assumptions used in the analysis included: 1) the plant would remain closed for two years; 2) in year 3 production would start-up at 50% of capacity and thereafter

return to production levels within normal capacity; and 3) market pricing would be similar to lower 2015 levels, thus conservatively reducing expected gross profit and thus cash flows. Pursuant to that analysis, we determined that the projected gross cash flows attributable to the facility substantially exceed the carrying value of each of the assets; therefore, as of the date of that analysis, we concluded that there was no impairment and further that impairment would not be reasonably possible in the near term. At the time the manufacturing facility was mothballed in Luoyang, China, we did not conduct an interim impairment analysis because an impairment charge was recorded in 2014 that reduced the value of the related long-lived assets to net salvage value, which approximates fair value.

During the quarter ended March 31, 2015, we identified an existing accounting policy as critical related to the accounting for derivative instruments as a result of not taking delivery of all of our contracted natural gas quantities. We began accounting for relevant natural gas contracts as derivative instruments, which requires us to recognize the gas contracts as either assets or liabilities at fair value with an offsetting entry in earnings. We use the income approach in determining the fair value of our derivative instruments. The model used considers the difference, as of each balance sheet date, between the contracted prices and the New York Mercantile Exchange (“NYMEX”) forward strip price for each contracted period. The estimated cash flows from these contracts are discounted using a discount rate of 5.5%, which reflects the nature of the contracts as well as the timing and risk of estimated cash flows associated with the contracts. The discount rate had an immaterial impact on the fair value of the contracts for the nine months ended September 30, 2015. The last natural gas contract will expire in December 2018. As of September 30, 2015, gas contracts covering 7,560,000 MMBtu are subject to accounting as derivative instruments. During the nine month period ended September 30, 2015, we recognized a loss on derivative instruments of $14.3 million in cost of sales. Future decreases in the NYMEX forward strip prices will result in additional derivative losses while future increases in the NYMEX forward strip prices will result in derivative gains. Future gains or losses will approximate the change in NYMEX natural gas prices relative to the total quantity of natural gas under contracts subject to accounting as derivatives.

During the quarter ended March 31, 2015, low production levels triggered the component of our inventory accounting policy relating to operating at production levels below normal capacity. Accordingly, we added disclosure of this component of our inventory accounting policy to the critical accounting policies disclosures set forth in our Form 10-Q for that quarter. We expense fixed production overhead amounts in excess of amounts that would have been allocated to each unit of production at normal production levels. As a result of low production levels and idled and mothballed facilities, we expensed $25.2 million of production costs during the nine month period ended September 30, 2015.

There have been no other changes during the nine months ended September 30, 2015 in our evaluation of our critical accounting policies since December 31, 2014.

Results of Operations

Three Months Ended September 30, 2015

Revenues. Revenues of $75.8 million for the third quarter of 2015 decreased 51% compared to $155.4 million for the same period in 2014. The decrease was mainly attributable to a decrease in proppant sales volumes and market-driven reductions in the average selling prices. The decline in ceramic sales volume was largely attributable to a depressed commodity price for oil and the resulting negative impact on industry activity levels. Our worldwide proppant sales volumes and average selling price per pound in the third quarter of 2015 compared to the same period in 2014 were as follows:


Proppant Sales	Three months ended September 30,
(Volumes in million lbs)	2015				2014
	Volumes		Average Price / lb		Volumes		Average Price / lb
Ceramic		236	$	0.27		382	$	0.33
Resin Coated Sand		—		—		36		0.24
Northern White Sand		172		0.03		289		0.03

Total		408	$	0.17		707	$	0.20

North American (defined as Canada and U.S.) proppant sales volume decreased 43% in the three months ended September 30, 2015 compared to the same period in 2014, due in large part to the effect of the declining industry conditions. North American ceramic proppant sales volume decreased 39%. International (excluding Canada) ceramic proppant sales volumes decreased 34%.

Primarily due to the change in product mix and an 18% decline in the average selling price of ceramic proppant, the average selling price per pound of all proppant was $0.17 during the third quarter of 2015 compared to $0.20 for the same period in 2014. In addition to product mix, average selling prices can be impacted by sales prices, geographic areas of sale, customer requirements and delivery methods.

Gross (Loss) Profit. Gross loss for the third quarter of 2015 was $4.6 million, or 6% of revenues, compared to gross profit of $42.2 million, or 27% of revenues, for the same period in 2014. The decrease in gross (loss) profit was primarily the result of lower ceramic proppant sales volumes and a decrease in the average selling price of ceramic proppant. In addition, we expensed $5.5 million in production costs as a result of low production levels and idled and mothballed facilities. We expect to incur these types of expenses in the future until our production levels return to normal capacity. Gross (loss) profit was further reduced by a $1.7 million loss on natural gas derivative instruments and $1.0 million in severance costs incurred as a result of the reduction in workforce.

Selling, General and Administrative (SG&A) and Other Operating Expenses. SG&A expenses totaled $14.6 million for the third quarter of 2015 compared to $18.1 million for the same period in 2014. The decrease in SG&A expenses is largely attributable to cost cutting measures implemented in early 2015 and throughout the year. As a percentage of revenues, SG&A expenses increased to 19.3% in the third quarter of 2015 compared to 11.6% for the same period in 2014, primarily due to the decrease in revenues. While we took actions in 2015 to reduce our cost base, the cost savings from these actions were partially offset by $0.6 million in SG&A related severance costs in the third quarter of 2015. Loss on disposal or impairment of assets of $5.1 million in the third quarter of 2014 consisted primarily of an impairment of long-lived assets, and did not reoccur in the third quarter of 2015. During the third quarter of 2014, the Company made a decision that it will not move forward with construction of a resin coating plant in Marshfield, Wisconsin for which the Company had previously developed engineering plans and procured certain equipment that had long-lead delivery times. These assets were classified as available for sale, and with certain other unrelated long-lived assets, the Company recognized a loss from adjusting the carrying value to net realizable value.

Income Tax (Benefit) Expense . Income tax benefit was $5.4 million, or 27.9% of pretax loss, for the third quarter of 2015 compared to income tax expense of $5.3 million, or 27.9% of pretax income, for the same period last year. In 2016, the Company intends to file amended income tax returns for 2013 and possibly 2014 to carry back the total net operating loss sustained during 2015. Consequently, as of September 30, 2015, the expected amount of prior year income tax payments expected to be refunded in 2016 is included as a current asset in Deferred Income Taxes.

Nine Months Ended September 30, 2015

Revenues. Revenues of $222.8 million for the nine months ended September 30, 2015 decreased 54% compared to $480.5 million for the same period in 2014. The decrease was mainly attributable to a decrease in ceramic proppant and resin coated sand sales volumes, in conjunction with market-driven reductions in the average selling prices. The decline in ceramic sales volume was largely attributable to a depressed commodity price for oil and the resulting negative impact on industry activity levels, along with an increased number of E&P operators using a higher percentage of raw frac sand as an alternative to proppant due to its lower cost. Our worldwide proppant sales volumes and average selling price per pound for the nine months ended September 30, 2015 compared to the same period in 2014 were as follows:


Proppant Sales	Nine months ended September 30,
(Volumes in million lbs)	2015				2014
	Volumes		Average Price / lb		Volumes		Average Price / lb
Ceramic		603	$	0.28		1,209	$	0.33
Resin Coated Sand		19		0.18		127		0.22
Northern White Sand		773		0.03		718		0.03

Total		1,395	$	0.14		2,054	$	0.22

North American (defined as Canada and U.S.) proppant sales volume decreased 31% in the nine months ended September 30, 2015 compared to the same period in 2014, due in large part to the effect of the declining industry conditions on sales of ceramic proppant and resin coated sand. North American ceramic proppant sales volume decreased 53%. International (excluding Canada) ceramic proppant sales volumes decreased 30%.

Primarily due to the change in product mix and a 15% decline in the average selling price of ceramic proppant, the average selling price per pound of all proppant was $0.14 during the nine months ended September 30, 2015 compared to $0.22 for the same period in 2014. In addition to product mix, average selling prices can be impacted by sales prices, geographic areas of sale, customer requirements and delivery methods.

Gross (Loss) Profit. Gross loss for the nine months ended September 30, 2015 was $40.9 million, or 18% of revenues, compared to gross profit of $140.2 million, or 29% of revenues, for the same period in 2014. The decrease in gross (loss) profit was primarily the result of lower ceramic proppant sales volumes and a decrease in the average selling price of ceramic proppant. In addition, we recorded a $14.3 million loss on natural gas derivative instruments, and expensed $25.2 million in production costs as a result of low production levels and idled and mothballed facilities. We expect to incur these types of expenses in the future until our production levels return to normal capacity. Gross (loss) profit was further reduced by $5.8 million in severance costs incurred as a result of the reductions in workforce and $4.4 million of adjustments in cost of sales, primarily to reduce the value of certain inventories down to lower market prices on inventories in China during the first quarter of 2015.

Selling, General and Administrative (SG&A) and Other Operating Expenses, and Start-up Costs. SG&A expenses totaled $45.9 million for the nine months ended September 30, 2015 compared to $54.0 million for the same period in 2014. As a percentage of revenues, SG&A expenses increased to 20.6% in the nine months ended September 30, 2015 compared to 11.2% for the same period in 2014, primarily due to the decrease in revenues. While we took actions in 2015 to reduce our cost base, the cost savings from these actions were partially offset by $2.1 million in SG&A related severance costs. Start-up costs of $0.8 million in the nine months ended September 30, 2014 related to the start-up of the first production line at the new manufacturing facility in Millen, Georgia. Loss on disposal or impairment of assets of $4.9 million in 2014 consisted primarily of an impairment of long-lived assets. The Company made a decision that it will not move forward with construction of a resin coating plant in Marshfield, Wisconsin for which the Company had previously developed engineering plans and procured certain equipment that had long-lead delivery times. These assets were classified as available for sale, and with certain other unrelated long-lived assets, the Company recognized a loss in adjusting the carrying value to net realizable value.

Income Tax (Benefit) Expense . Income tax benefit was $27.3 million, or 31.5% of pretax loss, for the nine months ended September 30, 2015 compared to income tax expense of $25.7 million, or 31.8% of pretax income, for the same period last year.

Outlook

During 2015, we have taken significant steps to reduce future costs and align production levels with lower customer demands resulting from the severe decline in the oil and natural gas industry. The timing and magnitude of an industry recovery is uncertain. The typical cost-cutting reaction by E&P operators has been significant, as evidenced by the sharp reduction in industry activity. The impact on the entire ceramic proppant industry has been severe, leading other domestic proppant suppliers to make similar decisions to mothball and idle ceramic proppant manufacturing capacity. While U.S. imports of ceramic proppant have declined significantly compared to 2014, we believe that inventory levels of low quality imported ceramic proppant in the U.S. may still be at levels that keep pressure on pricing.

With the oil and natural gas industry remaining severely depressed, near term visibility for ceramic proppant demand is limited. Many E&P operators’ borrowing bases are being reduced by banks and some E&P operators are stopping all completion activity in the fourth quarter of 2015. As a result, our proppant sales volumes in the fourth quarter of 2015 will likely decline significantly when compared to the third quarter of 2015. In addition, we expect to see additional pricing pressure in the fourth quarter of 2015.

With regard to a longer term view, we expect many E&P operators to soon release their drilling and completion plans for 2016. Some have recently released such plans. This information should provide better guidance for 2016 activity. As it appears in the near-term the industry may be headed for a longer downturn than previously expected, we initiated another round of cost reduction efforts across the organization. We continue to address the over-supply situation in the proppant industry by taking capacity offline when necessary. Additional cost reduction efforts could be taken during the fourth quarter of 2015. We will manage through this down-cycle by focusing on cash and cost reduction to preserve financial flexibility. As this strategy includes idling and/or lowering of production output to maintain reduced inventory levels and alignment with market demand, we expect further under-absorption and idling costs to impact our financials in the remainder of 2015. Additionally, we will consider such events and circumstances relative to the carrying values of our long-lived assets, including our manufacturing plants, goodwill and intangible assets. It is possible that further deterioration of market conditions could result in impairment charges being taken on some of these assets.

Liquidity and Capital Resources

At September 30, 2015, we had cash and cash equivalents of $90.7 million compared to cash and cash equivalents of $24.3 million at December 31, 2014. During the nine months ended September 30, 2015, we generated $68.1 million of cash from operating activities and borrowed $70.0 million on our line of credit. Uses of cash included $51.3 million for capital expenditures, $12.3 million for the payment of cash dividends, $7.0 million for repayments on our line of credit, and $0.6 million for purchases of our common stock.

Subject to our financial condition, the amount of funds generated from operations, compliance with the covenants under our credit facility and the level of capital expenditures, our current intention is to continue to pay quarterly dividends to holders of our common stock. On September 22, 2015, our Board of Directors approved the payment of a quarterly cash dividend of $0.10 per share to common shareholders as of November 2, 2015. The dividend is payable on November 16, 2015. We estimate that our total capital expenditures for the remainder of 2015 will be between $8.0 million and $13.0 million, which primarily include costs associated with retrofitting an existing plant with the new KRYPTOSPHERE proppant technology.

We maintain a line of credit with a bank. As of September 30, 2015, our outstanding debt under the credit agreement was $88.0 million. As of October 29, 2015, our outstanding debt under the credit agreement was $88.0 million. Depending on the duration and severity of the industry downturn, there is a risk that we may not be in compliance with the asset coverage ratio covenant under the credit agreement in the next 12 months. In the event of non-compliance and if we are unable to secure waivers or modifications to the existing credit agreement or alternative sources of capital, it is possible that we may not have the liquidity sufficient to meet operating expenses, capital expenditures and other cash needs. Given continuing uncertainties with regards to the length of the industry downturn, we are evaluating alternative sources of capital, including modifications to our existing credit arrangement, although there can be no assurance that we will be able to obtain such financing or modifications on favorable terms, or at all.

On July 27, 2015, we entered into a fourth amendment to this credit facility that, among other items, (i) reduced the revolving credit facility from $100.0 million to $90.0 million; (ii) secures borrowings with a blanket lien on substantially all of our accounts receivable and inventories; (iii) prohibits us from granting security interests in

our fixed assets and real property; (iv) sets interest at LIBOR plus 4.00%; (v) sets the maturity date as December 31, 2018; and (vi) waives compliance with the maximum leverage ratio and fixed charge coverage ratio covenants through December 31, 2016. Our line of credit is subject to compliance with the covenants in the underlying amended credit agreement, some of which depend on our future operating performance and cash flow. These factors are in turn subject to prevailing oil and natural gas prices, economic conditions and other factors, many of which are beyond our control.

The following table presents the financial covenants specified in our credit agreement and the actual covenant calculations as of September 30, 2015:


	Debt Covenant	Actual Covenant Calculation as of September 30, 2015
Tangible net worth ⁽¹⁾	$567.9 million	$685.1 million
Leverage ratio (waived through December 31, 2016)	maximum 2.50	4.98
Fixed charge coverage ratio (waived through December 31, 2016)	minimum 1.50	2.16
Asset coverage ratio	minimum 1.25	1.49
Capital expenditures ⁽²⁾	maximum $65.0 million	$51.3 million

(1)	a minimum tangible net worth of $370.0 million, plus (1) 50% of consolidated net income from each quarter ending on or after March 31, 2010 and (ii) 100% of any equity issuance proceeds after the effective date of the agreement.

(2)	a limitation on capital expenditures of $65.0 million annually through December 31, 2016, subject to maintaining pro forma liquidity of $15.0 million.

Additional information as to the applicable definitions and requirements of these covenants is contained in the credit agreement. We were in compliance with the financial covenants under our amended credit facility for the quarter ended September 30, 2015. However, there can be no assurance that we will remain in compliance in future quarters and months.

Off-Balance Sheet Arrangements

The Company had no off-balance sheet arrangements as of September 30, 2015.

Forward-Looking Information

The statements in this Quarterly Report on 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 forward-looking statements. Among these factors are:

•

changes in overall economic conditions;

•

changes in the demand for, or price of, oil and natural gas;

•

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

•

risks related to our ability to access needed cash and capital;

•

our ability to meet our current and future debt service obligations, including our ability to maintain compliance with our debt covenants;

•

our ability to manage distribution costs effectively;

•

changes in demand and prices charged for our products;

•

risks of increased competition;

•

technological, manufacturing and product development risks;

•

our dependence on and loss of key customers and end users;

•

changes in foreign and domestic government regulations, including environmental restrictions on operations and regulation of hydraulic fracturing;

•

changes in foreign and domestic political and legislative risks;

•

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”). Please see the discussion set forth under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and similar disclosures in subsequently filed reports with the SEC. We assume no obligation to update forward-looking statements, except as required by law.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk through foreign currency fluctuations that could impact our investments in China and Russia. As of September 30, 2015, our net investments subject to foreign currency fluctuations totaled $25.0 million and we have recorded cumulative foreign currency translation loss of $26.7 million. This cumulative translation loss is included in Accumulated Other Comprehensive Loss. From time to time, we may enter into forward foreign exchange contracts to hedge the impact of foreign currency fluctuations. There were no such foreign exchange contracts outstanding at September 30, 2015. During 2014 and continuing into 2015, the value of the Russian Ruble significantly declined relative to the U.S. dollar. The financial impact of this decline on our net assets in Russia is included in Other Comprehensive Income and the cumulative foreign currency translation loss noted above. No income tax benefits have been recorded on these losses as a result of the uncertainty about recoverability of the related deferred income tax benefits.

We are also exposed to market risk in the price of natural gas, which is used in production by our domestic manufacturing facilities and is subject to volatility. In an effort to mitigate potential volatility in the cost of natural gas purchases and reduce exposure to short-term spikes in the price of the commodity, from time to time, we enter into contracts to purchase a portion of our anticipated monthly natural gas requirements at specified prices. At September 30, 2015, we have contracted for delivery a total of 9,000,000 MMBtu of natural gas at an average price of $4.53 per MMBtu through December 31, 2018.

ITEM 4.

CONTROLS AND PROCEDURES

(a)	Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

As of September 30, 2015, management carried out an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurances of achieving their control objectives. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

( b)	Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2015 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

We are subject to legal proceedings, claims and litigation arising in the ordinary course of business. While the outcome of these matters is currently not determinable, we do not expect that the ultimate costs to resolve these matters will have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

ITEM 1A.

RISK FACTORS

There have been no material changes to the risk factors discussed in the Annual Report on Form 10-K for the year ended December 31, 2014.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information about our repurchases of Common Stock during the quarter ended September 30, 2015:

ISSUER PURCHASES OF EQUITY SECURITIES


Period	Total Number of Shares Purchased			Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan(1)		Maximum Number of Shares that May Yet be Purchased Under the Plan(1)

07/01/15 to 07/31/15		—			—		—		2,000,000
08/01/15 to 08/31/15		88	(2)	$	23.54		—		2,000,000
09/01/15 to 09/30/15		—			—		—		2,000,000

Total		88					—

(1)	On January 28, 2015, we announced the authorization by our Board of Directors for the repurchase of up to two million shares of our Common Stock.

(2)	Represents shares of stock withheld for the payment of withholding taxes upon the vesting of restricted stock.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4.

MINE SAFETY DISCLOSURE

Our U.S. manufacturing facilities process mined minerals, and therefore are viewed as mine operations subject to regulation by the federal Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977. Information concerning mine safety violations or other regulatory matters required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the recently proposed Item 106 of Regulation S-K (17 CFR 229.106) is included in Exhibit 95 to this quarterly report.

ITEM 5.

OTHER INFORMATION

Not applicable

ITEM 6.

EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q:


10.1		Amendment No. 4 to Proppant Supply Agreement dated September 25, 2015 between CARBO Ceramics Inc. and Halliburton Energy Services, Inc.

10.2		Amendment No. 5 to Credit Agreement, dated September 14, 2015 among CARBO Ceramics Inc., as borrower, Wells Fargo Bank, National Association, as administrative agent, issuing lender and swing line lender, and the lenders named therein.

31.1		Rule 13a-14(a)/15d-14(a) Certification by Gary A. Kolstad.

31.2		Rule 13a-14(a)/15d-14(a) Certification by Ernesto Bautista III.

32		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

95		Mine Safety Disclosure.

101		The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, formatted in XBRL: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive (Loss) Income; (iv) Consolidated Statements of Cash Flows; and (v) Notes to the Consolidated Financial Statements.

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/ Gary A. Kolstad

Gary A. Kolstad

President and Chief Executive Officer

/s/ Ernesto Bautista III

Ernesto Bautista III

Chief Financial Officer

Date: October 29, 2015

EXHIBIT INDEX


EXHIBIT		DESCRIPTION

10.1		Amendment No. 4 to Proppant Supply Agreement dated September 25, 2015 between CARBO Ceramics Inc. and Halliburton Energy Services, Inc.

10.2		Amendment No. 5 to Credit Agreement, dated September 14, 2015 among CARBO Ceramics Inc., as borrower, Wells Fargo Bank, National Association, as administrative agent, issuing lender and swing line lender, and the lenders named therein.

31.1		Rule 13a-14(a)/15d-14(a) Certification by Gary A. Kolstad.

31.2		Rule 13a-14(a)/15d-14(a) Certification by Ernesto Bautista III.

32		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

95		Mine Safety Disclosure.

101		The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, formatted in XBRL: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive (Loss) Income; (iv) Consolidated Statements of Cash Flows; and (v) Notes to the Consolidated Financial Statements.

Exhibit 10.1


		Amendment to Agreement
		No. 9600048977

Confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission under a confidential treatment request. The redacted terms have been marked in this exhibit at the appropriate place with “XXX” .

Fourth Amendment to the Proppant Supply Agreement

This Fourth Amendment to the Proppant Supply Agreement is entered into as May 15, 2015 (the “Effective Date”), by and between Halliburton Energy Services, Inc. (“Halliburton”) and Carbo Ceramics (“Seller”).

WITNESSETH :

WHEREAS, Halliburton and Seller entered into a Proppant Supply Agreement dated August 28 ^th 2008 (“Agreement”);

WHEREAS, Halliburton and Seller wish to amend the Agreement to reflect certain changes as set forth herein.

NOW, THEREFORE, in consideration of the premises, the terms and conditions stated herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

New Exhibit F to the Agreement. The following is added and incorporated by this reference to the Agreement new Exhibit F - Carbo Ceramics – North America Detention and Demurrage accessorial

Except as otherwise expressly modified or amended herein, all terms and conditions contained in the Agreement shall remain in full force and effect and shall not be altered or changed by this Amendment. The Agreement, as amended by this Fourth Amendment, shall constitute the entire agreement of the parties. All references to Sections in the Fourth Amendment correspond to Sections contained in the Agreement unless otherwise expressly stated.

IN WITNESS WHEREOF, Seller and Halliburton have caused this Fourth Amendment to be duly executed by their authorized representatives as of the Effective Date.


Halliburton Energy Services, Inc.		Carbo Ceramics

Signature: /s/ Paul Hanks		Signature: /s/ Ernesto Bautista III

Printed Name: Paul Hanks		Printed Name: Ernesto Bautista III

Title: Logistics Director		Title: Chief Financial Officer

Date: September 25, 2015		Date: September 24, 2015

Exhibit F Detention

Effective May 15, 2015, Halliburton and Carbo Ceramics agree to the fixed Detention fee of:


*Accessorial*	*Definition*	*Method*	*Rate*	*Notes*	*Approval Required*
Trucking Detention	Detention is the number of billable hours a truck is detained beyond allowed free time.	Per Hour	$XXX in the south region and $XXX in the North Region	In North America, after the first XXX hours at unloading site, Detention will be paid at $XXX per hour in the south and $XXX in the North. Time spent unloading must be noted and verified by location. Once a truck has accumulated XXX hours of demurrage at unloading site, CARBO will notify Halliburton’s logistics department by email or telephone.	YES Halliburton approver’s name and USER ID must be provided on invoice.

Rail Demurrage	Demurrage is a fee charged for the extended use or storage of rail cars	Per Day	$XXX	XXX	YES Halliburton approver’s name and USER ID must be provided on invoice.


Halliburton Energy Services, Inc.		Carbo Ceramics

Signature: /s/ Paul Hanks		Signature: /s/ Ernesto Bautista III

Printed Name: Paul Hanks		Printed Name: Ernesto Bautista III

Title: Logistics Director		Title: Chief Financial Officer

Date: September 25, 2015		Date: September 24, 2015

Exhibit 10.2

Execution Version

AGREEMENT AND AMENDMENT NO. 5

This AGREEMENT AND AMENDMENT NO. 5 (the “ Agreement ”) dated effective as of July 27, 2015 (the “ Effective Date ”) is among CARBO Ceramics Inc., a Delaware corporation (the “ Borrower ”), the Lenders (as defined below) and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “ Administrative Agent ”), as swing line lender (the “ Swing Line Lender ”), and as issuing lender (in such capacity, the “ Issuing Lender ”) for such Lenders.

RECITALS

A. The Borrower is party to that certain Credit Agreement dated as of January 29, 2010, among the Borrower, the lenders party thereto from time to time (the “ Lenders ”), the Administrative Agent, the Swing Line Lender, and the Issuing Lender (as heretofore amended and as may be further amended, restated or otherwise modified from time to time, the “ Credit Agreement ”).

B. The parties hereto wish to make certain amendments to the Credit Agreement, as provided herein and subject to the terms and conditions set forth herein.

THEREFORE, the Borrower, the Lenders, the Administrative Agent, the Swing Line Lender, and the Issuing Lender hereby agree as follows:

Section 1. Defined Terms . As used in this Agreement, each of the terms defined in the opening paragraph and the Recitals above shall have the meanings assigned to such terms therein. Each term defined in the Credit Agreement and used herein without definition shall have the meaning assigned to such term in the Credit Agreement, unless expressly provided to the contrary.

Section 2. Other Definitional Provisions . Article, Section, Schedule, and Exhibit references are to Articles and Sections of and Schedules and Exhibits to this Agreement, unless otherwise specified. All references to instruments, documents, contracts, and agreements are references to such instruments, documents, contracts, and agreements as the same may be amended, supplemented, and otherwise modified from time to time, unless otherwise specified. The words “hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “including” means “including, without limitation.” Paragraph headings have been inserted in this Agreement as a matter of convenience for reference only and it is agreed that such paragraph headings are not a part of this Agreement and shall not be used in the interpretation of any provision of this Agreement.

Section 3. Amendments to Credit Agreement . Section 1.1 (Certain Defined Terms) of the Credit Agreement is hereby amended by replacing the defined terms “Banking Services”, “Banking Services Obligations”, “Banking Services Provider”, “Bilateral Obligations” and “Secured Swap Obligations” with the following corresponding terms:

“ Banking Services ” means each and any of the following bank services provided to the Borrower or any Subsidiary thereof by any Banking Services Provider: (a) commercial credit cards, (b) stored value cards and (c) any other Treasury Management Arrangement (including, without limitation, controlled disbursement, purchase card arrangements, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

“ Banking Services Obligations ” means any and all obligations of the Borrower or any Subsidiary thereof, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“ Banking Services Provider ” means any Lender or Affiliate of a Lender that provides Banking Services to the Borrower or any Subsidiary thereof.

“ Bilateral Obligations ” means all principal, interest (including post-petition interest), fees, reimbursements, indemnifications, and other amounts now or hereafter owed by the Borrower or any Subsidiary thereof to Wells Fargo Bank, National Association (other than the Obligations) under any letter of credit agreement, indenture, loan or credit agreement or any other agreement evidencing or related to Debt (including letters of credit), and any increases, extensions, and rearrangements of those obligations under any amendments, supplements, and other modifications of the documents and agreements creating those obligations, and whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired.

“ Secured Swap Obligations ” means any and all obligations owing by the Borrower or any Subsidiary thereof (whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising) to any Secured Swap Provider under any Hedging Arrangement between the Borrower or any Subsidiary thereof and such Secured Swap Provider, in each case, after giving effect to all netting arrangements relating to such Hedging Arrangement; provided that if such Secured Swap Provider ceases to be a Lender or an Affiliate of a Lender hereunder, Secured Swap Obligations shall only include such obligations to the extent arising from transactions and confirmations entered into under Hedging Arrangements at any time such Secured Swap Provider was a Lender or an Affiliate of a Lender hereunder (including transactions and confirmations entered into under Hedging Arrangements in effect on the Amendment No. 4 Effective Date), without giving effect to any extension, increases, or modifications thereof which are made after such Secured Swap Provider ceases to be a Lender or an Affiliate of a Lender hereunder.

Section 4. Borrower Representations and Warranties . The Borrower represents and warrants that: (a) the representations and warranties contained in the Credit Agreement, as amended hereby, and the representations and warranties contained in the other Credit Documents, are true and correct in all material respects on and as of the Effective Date as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date; (b) no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate power and authority of the Borrower and have been duly authorized by appropriate corporate and governing action and proceedings; (d) this Agreement constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) as of the Effective Date, (i) there are no Material Domestic Subsidiaries and (ii) no Non-Material Domestic Subsidiary is required to be a Guarantor pursuant to Section 5.6 of the Credit Agreement and (f) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement.

Section 5. Conditions to Effectiveness . This Agreement shall become effective on the Effective Date and enforceable against the parties hereto upon the receipt by the Administrative Agent of this Agreement executed and delivered by each of the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Lender, and the Lenders.

Section 6. Acknowledgments and Agreements .

(a) The Borrower acknowledges and agrees that Secured Obligations (as defined in the Credit Agreement, as amended hereby) are payable without defense, offset, counterclaim or recoupment.

(b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Credit Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Credit Documents, (ii) any of the agreements, terms or conditions contained in any of the Credit Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Credit Documents or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Credit Documents.

(c) Each of the Borrower, the Administrative Agent, the Swing Line Lender, the Issuing Lender and the Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower acknowledges and agrees that its liabilities and obligations under the Credit Agreement, as amended hereby, are not impaired in any respect by this Agreement.

(d) From and after the Effective Date, all references to the Credit Agreement and the Credit Documents shall mean such Credit Agreement and such Credit Documents as amended by this Agreement.

(e) This Agreement is a Credit Document for the purposes of the provisions of the other Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Section 7. Reaffirmation of Liens . The Borrower (a) represents and warrants that it has no defenses to the enforcement of any Security Document to which it is a party, (b) acknowledges and agrees that Banking Services Obligations, Secured Swap Obligations (excluding Excluded Swap Obligations) and Bilateral Obligations (each as defined in Section 3 above) of the Borrower and of any Subsidiary thereof are intended to be and shall constitute Secured Obligations, as amended hereby, (c) reaffirms the terms of and its obligations (and the Liens granted by it) under each Security Document to which it is a party, and agrees that each such Security Document will continue in full force and effect to secure the Secured Obligations, as amended hereby and as the same may be further amended, supplemented, or otherwise modified from time to time, and such other amounts in accordance with the terms of such Security Document, and (d) acknowledges, represents, warrants and agrees that the liens and security interests granted by it pursuant to the Security Document are valid and subsisting and create a security interest to secure the Secured Obligations, as amended hereby, which included, but are not limited to, the Banking Services Obligations, Secured Swap Obligations (excluding Excluded Swap Obligations) and Bilateral Obligations (each as defined in Section 3 above) of the Borrower and of any Subsidiary thereof.

Section 8. Counterparts . This Agreement may be signed in any number of counterparts, each of which shall be an original and all of which, taken together, constitute a single instrument. This Agreement may be executed by facsimile signature and all such signatures shall be effective as originals.

Section 9. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted pursuant to the Credit Agreement.

Section 10. Invalidity . In the event that any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement.

Section 11. Governing Law . This Agreement shall be deemed to be a contract made under and shall be governed by and construed in accordance with the laws of the State of Texas.

Section 12. USA PATRIOT Act . Each Lender that is subject to the PATRIOT Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Credit Party that pursuant to the requirements of the PATRIOT Act it is required to obtain, verify and record information that identifies such Credit Party, which information includes the name and address of such Credit Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Credit Party in accordance with the PATRIOT Act.

Section 13. Entire Agreement . THIS AGREEMENT, THE CREDIT AGREEMENT AS AMENDED BY THIS AGREEMENT, THE NOTES, AND THE OTHER CREDIT DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[ signature pages follow ]

EXECUTED effective as of the date first above written.


BORROWER :

CARBO CERAMICS INC.

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

Signature Page to Agreement and Amendment No. 5


ADMINISTRATIVE AGENT:

WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent, Swing Line Lender and Issuing Lender

By:		/s/ Kristen Brockman
Name:		Kristen Brockman
Title:		Director

LENDERS:

WELLS FARGO BANK, NATIONAL ASSOCIATION as a Lender

By:		/s/ Kristen Brockman
Name:		Kristen Brockman
Title:		Director

Signature Page to Agreement and Amendment No. 5

Exhibit 31.1

Quarterly Certification

As required by Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934

I, Gary A. Kolstad, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of CARBO Ceramics Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:		October 29, 2015

/s/ Gary A. Kolstad

Gary A. Kolstad

President & CEO

Exhibit 31.2

Quarterly Certification

As required by Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934

I, Ernesto Bautista III, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of CARBO Ceramics Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:		October 29, 2015

/s/ Ernesto Bautista III

Ernesto Bautista III

Chief Financial Officer

Exhibit 32

Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of CARBO Ceramics Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 (the “Form 10-Q”) of the Company fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.


Dated:		October 29, 2015

/s/ Gary A. Kolstad
Name:		Gary A. Kolstad
Title:		Chief Executive Officer

Dated:		October 29, 2015

/s/ Ernesto Bautista III
Name:		Ernesto Bautista III
Title:		Chief Financial Officer

Exhibit 95

MINE SAFETY DISCLOSURE

For the third quarter of 2015, the Company has the following mine safety information to report in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, in connection with the Eufaula, Alabama processing facility, the McIntyre, Georgia processing facility, the Toomsboro, Georgia processing facility, the Marshfield, Wisconsin processing facility, and the Millen, Georgia processing facility.


Mine or Operating Name/MSHA Identification Number	Section 104 S&S Citations (#)		Section 104(b) Orders (#)		Section 104(d) Citations and Orders (#)		Section 110(b)(2) Violations (#)		Section 107(a) Orders (#)		Total Dollar Value of MSHA Assessments Proposed ($) (1)		Total Number of Mining Related Fatalities (#)		Received Notice of Pattern of Violations Under Section 104(e) (yes/no)		Received Notice of Potential to Have Pattern Under Section 104(e) (yes/no)		Legal Actions Pending as of Last Day of Period (#)		Aggregate Legal Actions Initiated During Period (#)		Aggregate Legal Actions Resolved During Period (#)
Eufaula Facility MSHA ID 0102687 Eufaula, Alabama		0		0		0		0		0	$	212		0		No		No		0		0		0
McIntyre Facility MSHA ID 0901108 McIntyre, Georgia		0		0		0		0		0	$	0		0		No		No		0		0		0
Toomsboro Facility MSHA ID 0901164 Toomsboro, Georgia		0		0		0		0		0	$	0		0		No		No		0		0		0
Marshfield Facility MSHA ID 4703636 Marshfield, Wisconsin		0		0		0		0		0	$	0		0		No		No		0		0		0
Millen Facility MSHA ID 0901232 Millen, Georgia		0		0		0		0		0	$	0		0		No		No		0		0		0
Totals		0		0		0		0		0	$	212		0						0		0		0

(1)	Amounts represent the total dollar value of proposed assessments received.

Large accelerated filer

Accelerated filer

Non-accelerated filer

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Smaller reporting company