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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (Fee required) For The Fiscal Year Ended September 30, 1996
OR
__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (No fee required)
For the transition period from _____________ to ______________
COMMISSION FILE NUMBER 1-10651
MAVERICK TUBE CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 43-1455766
(State of Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 Chesterfield Center, Second Floor
Chesterfield, Missouri 63017
(Address of principal executive offices) (Zip Code)
(314) 537-1314
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
par value $.01
per share
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 XX No
The aggregate market value of the 6,653,591 shares of Common Stock held by non
affiliates of the Registrant as of December 12, 1996 was $84,833,285 based
upon the closing price as reported on the NASDAQ National Market on that date.
As of December 12, 1996, the Registrant had outstanding 7,472,071 shares of
Common Stock.
MAVERICK TUBE CORPORATION AND SUBSIDIARY
INDEX
PART I.
Item 1. BUSINESS
Item 2. PROPERTIES
Item 3. LEGAL PROCEEDINGS
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Item 4 A. EXECUTIVE OFFICERS OF THE REGISTRANT
PART II.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Item 6. SELECTED FINANCIAL DATA
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
PART III.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Item 11. EXECUTIVE COMPENSATION
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PART IV.
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
SIGNATURES
EXHIBIT INDEX
This Form 10-K contains certain forward-looking statements within the meaning of
the federal securities laws which, while reflective of management's beliefs or
expectations, involve certain risks and uncertainties, many of which are beyond
the control of the Company. Accordingly, the Company's actual results and the
timing of certain events could differ materially from those discussed herein.
Factors that could cause or contribute to such differences include, but are not
limited to, oil and gas price volatility , steel price volatility and those
other factors discussed in the Sections captioned "Business" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
those risk factors discussed in Exhibit 99.1 hereto.
PART I
ITEM I
BUSINESS
General
Maverick Tube Corporation (together with its subsidiary, Maverick Tube
International, Inc.), ("Maverick" or the "Company") manufactures electric
resistance welded ("ERW") pipe used in the energy industry for drilling and
production applications ("oil country tubular goods" or "OCTG") and line pipe
for surface handling and transportation of oil and natural gas. OCTG and line
pipe products are produced through both ERW and seamless processes, and ERW pipe
is generally a lower priced, comparable quality alternative to seamless pipe in
many applications. The Company believes it is one of the leading domestic
producers of OCTG products.
In October 1994, the Company expanded its manufacturing capabilities into
structural tubing and now sells both structural tubing (shapes and rounds) and
standard pipe. Structural tubing is ERW products used predominately in
construction, transportation, agricultural, material handling and recreational
applications. Standard pipe, as in OCTG, are produced through both ERW and
seamless processes, with the significant majority of producers being ERW.
Standard pipe is generally used in various industrial applications.
For information with regard to total revenue, operating profit or loss and
identifiable assets attributable to each of the energy and industrial product
segments, see footnote 9 of the footnotes to the consolidated financial
statements on page 23 of the Annual Report, portions of which are filed as
Exhibit 13.
The Energy Pipe Industry
OCTG products are finished pipe which are used in drilling, completion and
production applications in the energy industry. The domestic consumption of OCTG
products depends on several factors, the most significant being the number of
oil and natural gas wells being drilled. In addition, OCTG production tubing may
be periodically replaced during the life of a producing well. OCTG consumption
is satisfied by domestic production, imports and draw-downs of inventories owned
by manufacturers, distributors and end users.
A significant factor affecting the market for production of OCTG products is the
level of industry inventories maintained by manufacturers, distributors and end
users. For calendar year 1994, part of the 1993 inventory build was liquidated
resulting in OCTG market penetration of 6%. For calendar year 1995, this
inventory liquidation continued at a decreasing rate with a resulting market
penetration of only 0.1%. For the nine months ended September 30, 1996,
increasing industry inventory levels added 5% in OCTG demand. Despite this
build,The Company believes that inventory levels at September 30, 1996 were
close to the lowest level per rig observed during the same period.
OCTG products are produced in numerous sizes, weights, grades and end finishes.
The Company believes that most OCTG products are produced to American Petroleum
Institute ("API") specifications. In addition, the Company and other producers
manufacture pipe in certain custom or proprietary grades. The grade of pipe used
in a particular application depends on technical requirements for strength,
corrosion resistance and other performance qualities. OCTG products are
generally classified into groupings of "carbon" and "alloy" grades. Carbon
grades of OCTG (strength levels of 75,000 pounds per square inch or less) are
generally used in oil and natural gas wells drilled to depths of approximately
8,000 to 11,000 feet. Alloy grades of OCTG (strength levels of 75,000 pounds per
square inch or more) are generally used in oil and natural gas wells drilled to
depths in excess of 11,000 feet.
Carbon and alloy grades of OCTG products are available from both ERW and
seamless producers. ERW pipe is produced by processing flat rolled steel into
strips which are cold-formed, welded, heat-treated or seam-annealed and
end-finished with threads and couplings. Seamless products are produced by
individually heating and piercing solid steel billets into pipe. The Company
believes the seamless manufacturing process involves higher costs than the ERW
process and that, as a result, seamless products are generally priced higher
than comparable ERW products.
Based on published industry statistics, ERW products, which did not have
significant market penetration prior to the mid-1970's, now account for
approximately forty-eight percent of the tonnage of domestic OCTG products
consumed annually. The Company believes ERW products have captured a significant
majority of the carbon grade OCTG market, while seamless products retain a
significant majority of the alloy grade OCTG market. The Company believes that
further market penetration of ERW products will depend upon increased market
acceptance of ERW products and technological advances in the types of raw
materials and equipment utilized in the ERW manufacturing process.
Line pipe, which is used for surface transmission of oil, natural gas and other
fluids, is produced principally by companies with capabilities to produce OCTG
products and is produced in both ERW and seamless form. Line pipe markets are
dependent not only on the factors which influence the OCTG market, but also on
the level of pipe line construction activity, line pipe replacement
requirements, new residential construction and utility purchasing programs. The
Company shipped 30,112 tons of line pipe in fiscal 1996, as compared to 41,458
tons and 50,832 tons of line pipe in fiscal 1995 and 1994, respectively. This
decreased focus by the Company on the line pipe market in the past year was due
to limited steel availability and lack of Company manufacturing capacity as the
it concentrated on the improving OCTG demand.
Products
The Company produces both OCTG products and line pipe products. Prior to 1994,
OCTG products constituted approximately 90% of the Company's net sales. During
fiscal 1994, that percentage decreased to 77% as the Company sold more line pipe
than in the previous years. During fiscal 1995, this percentage decreased to 58%
primarily because of the Company's entry into the structural tube market. During
fiscal 1996, the percentage was 65% due to the improving OCTG demand.
The Company's OCTG products include production tubing, which is used to convey
oil and natural gas to the surface of a well, production casing, which is used
to line a newly completed well, and surface casing, which is used to protect
water-bearing formations during the drilling of a well. Generally, deeper wells
drilled to depths greater than 14,000 feet require products that presently
cannot be made by the Company's ERW process. Line pipe products are used for
surface production flow lines, gathering systems and pipeline transportation and
distribution systems for oil, natural gas and other fluids. The Company's energy
products meet API or other proprietary standards. The Company's proprietary OCTG
and line pipe products are generally designed to be utilized in similar
applications as products meeting API standards and are engineered to provide
performance features comparable to products meeting API standards. The Company
warrants its API casing and tubing to be free of defects in material or
workmanship in accordance with applicable API specifications and warrants its
proprietary grade products against defects in accordance with the Company's
standards which are disclosed to customers in connection with their purchase of
such products. The Company has not incurred significant costs in connection with
this warranty. The Company maintains insurance coverage against potential claims
in an amount which it believes to be adequate.
The Company manufactures finished products in either carbon or alloy steel
grades. Virtually all of the Company's products are fully completed or
"end-finished" at the Company's facilities, in contrast to certain of the
Company's competitors which do not end-finish their products or which end-finish
their products at different locations, thus adding to their freight and handling
costs. The end-finish process includes, as appropriate, upsetting, beveling,
threading, pressure testing and the application of couplings. The Company's
fully finished OCTG products are ready to be installed in oil or natural gas
wells. By end-finishing its products, the Company is better able to control both
quality and cost. Both of the Company's facilities provide heat-treatment
capabilities necessary for the production of alloy grade pipe. The Company's
alloy grade tubing and casing products accounted for 27%, 23% and 24% of net
sales in fiscal 1996, 1995 and 1994, respectively.
Marketing
The Company sells its products primarily throughout the United States and Canada
to numerous distributors which resell the pipe to major and independent oil and
natural gas production, gathering and pipeline companies. During the fiscal
years ended September 30, 1996, 1995 and 1994, sales by the Company to Canadian
customers constituted $12.9 million, $12.1 million and $15.0 million,
respectively. Sales to other foreign customers in fiscal 1996, 1995 and 1994
made up an additional $300,000, $900,000, and $900,000, respectively. The
Company's marketing philosophy emphasizes delivering competitively priced
quality products and providing a high level of service to its customers. The
Company maintains inventories of finished goods which are housed at both of its
production facilities and at field locations close to areas of drilling activity
which allows the Company to provide timely delivery of its products. As of
September 30, 1996, 1995 and 1994, the Company's backlog orders were
approximately $49.4 million, $20.4 million and $23.4 million, respectively. All
of the backlog orders as of September 30, 1996 are expected to be filled in
fiscal 1997. The Company's backlog orders as of any particular date may not be
indicative of the Company's actual operating results for any fiscal period.
There can be no assurance that the amount of backlog at any particular date
ultimately will be realized.
Raw Materials
All steel purchases are made centrally at the Company's headquarters in order to
optimize the Company's ability to influence pricing, quality, availability and
delivery considerations. The Company consumes approximately 2% of the total
amount of hot rolled steel produced annually in the United States and believes
it is generally considered to be a significant purchaser by its suppliers. The
Company presently purchases substantially all of its steel from several domestic
suppliers, with virtually all of the Arkansas facilities' steel purchases and
approximately 60% of consolidated purchases are made from Nucor Corporation. The
Company maintains favorable working relationships with its steel suppliers and
believes that is it treated favorably with respect to volume allocations and
deliveries. To date, the Company has not experienced any significant disruption
in its supply of raw materials.
Manufacturing
The Company manufactures OCTG and line pipe products at its facilities in
Conroe, Texas and Hickman, Arkansas. The facilities are strategically located to
serve the energy markets in the United States. The Company can produce at a
maximum rate of approximately 435,000 tons of pipe per year. The Company is
currently operating its facilities at a capacity utilization of approximately
75%. Substantially all of the Company's products are finished on site for
immediate drilling, production or line pipe applications.
In order to control its manufacturing costs, the Company attempts to maximize
production yields from purchased steel and reduce unit labor costs. Purchased
steel represents approximately 70% of the Company's cost of goods sold. Labor
costs are controlled by automation of certain activities and by optimizing
product throughput. For fiscal 1996, direct and indirect labor costs accounted
for approximately 9% of the cost of goods sold. The Company maintains an
innovative compensation plan at both of its manufacturing facilities, whereby
employees receive quarterly bonuses for superior productivity, cost savings and
margin improvements. In addition, some employees are eligible to receive annual
profitability bonuses based upon the Company's consolidated earnings. The
maximum achievable incentives and bonuses range from 15% to 65% of an employee's
annual pre-incentive, pre-bonus gross wages.
During fiscal 1996, the Company spent $3.8 million on new capital equipment,
excluding equipment for its new structural tube facility. These capital
expenditures are expected to result in manufacturing cost savings and expanded
production capabilities.
Competition
The market for OCTG and line pipe products is highly competitive. The Company
believes that the principal competitive factors affecting its business are
price, quality, delivery, availability and service. The Company believes it
enjoys an excellent reputation for quality products and outstanding customer
service. The Company competes with approximately nine domestic and numerous
foreign producers of OCTG products, some of which have greater financial
resources than the Company. The Company's more significant ERW pipe OCTG
competitors are Lone Star Steel Co., Newport Steel Co. and Belleville Tube
Corporation and its more significant seamless pipe OCTG competitors include
United States Steel Corporation, North Star Steel Co. and C F & I Limited
Partnership. The Company also competes in the line pipe market against these
same competitors, and with foreign producers of OCTG products, most of which are
units of large foreign steel makers. During calendar year 1994, 1995 and the
first nine months of 1996, domestic OCTG market penetration by imports was
21.4%, 11.6% and 11.9%, respectively, of tons consumed.
The Structural Tube and Standard Pipe Industry
Structural tubing products are used in construction, transportation,
agricultural, material handling and recreational applications. The uses for
structural tubing include handrails, building columns, walkway components,
bridge frames, recreational vehicle frameworks, boat trailers, farm implement
components, tillage equipment, storage rack systems, conveying systems support
and exercise equipment. Demand for structural tubing is believed to be
influenced primarily by the level of general economic activity in the United
States. In addition, structural tubing is an attractive alternative to other
structural steel forms, such as I-beams and H-beams, because tubing products can
offer strength and other product characteristics similar to beams, but with less
steel content, resulting in lower costs to the end user in certain applications.
The Company believes that domestic consumption of structural tubing during
calendar 1995, 1994 and 1993 was 1.5 million, 1.4 million and 1.4 million tons,
respectively. Based on published industry statistics, the Company believes that
the types of structural tubing products it is capable of manufacturing accounts
for more than 85% of the domestic tonnage of all types of domestic structural
tubing products consumed annually.
Standard pipe products are used in industrial applications such as steam, water,
air and gas lines, and plumbing and heating. Demand for standard pipe is
believed to be influenced primarily by the level of general economic activity in
the United States. In recent years, standard pipe has faced new competition from
plastic pipe in certain applications.
The Company believes that domestic consumption of standard pipe during calendar
1995, 1994 and 1993 was 2.6 million, 2.3 million, and 2.1 million tons,
respectively. Based on published industry statistics, the Company believes that
the types of standard products it is capable of manufacturing accounts for
approximately 30% of the domestic tonnage of all types of domestic standard pipe
products consumed annually.
Products
The Company is currently producing structural tubing square and rectangular
shaped products on two tubing mills in the new Hickman, Arkansas facility. The
larger mill is utilized to manufacture pipe up to 8 inch square and up to 0.500
inch thick, and the smaller mill is utilized to manufacture pipe of up to 3 inch
square and up to 0.250 inch thick. The Company is currently producing structural
round tubing products and standard pipe at its two energy facilities in Conroe,
Texas and Hickman, Arkansas. Because of the large number of applications for
structural tubing and standard pipe, the number of different structural tubing
and standard pipe products produced for the market is considerably larger than
that produced for the OCTG market. The Company expects to produce square,
rectangular and round structural tubing at its facilities in sizes ranging from
one and one half to eight inch square (and the equivalent sizes in rectangular
and round tubing) and in thicknesses of 0.120 to 0.500 inches. The annual
capacity of the structural tubing mills is approximately 200,000 tons, although
the Company does not intend to fully utilize this capacity in the near future.
The Company is currently operating the structural tubing facility at
approximately 45% of capacity.
Marketing
The structural tubing and standard pipe markets are somewhat regional in nature,
primarily because order sizes are smaller and lead time requirements are shorter
than for OCTG products. In contrast to many producers of structural tubing and
standard pipe who sell to both distributors and their large end-user customers,
the Company sells its structural tubing and standard pipe products primarily to
distributors. As in the case of OCTG products, the Company's marketing strategy
emphasizes delivering competitively priced quality products and providing a high
level of service to its customers. As indicated above, the application of
structural tubing and standard pipe products is diverse, and a short lead time
is required for customer satisfaction. Consequently, the Company maintains
inventory levels comparable to those for OCTG products (in terms of months
supply), but such finished goods inventory will consist of a larger number of
stock keeping units than in the case of OCTG. The Company is utilizing several
experienced agency firms in its sales efforts. As of September 30, 1996, the
Company's backlog orders was approximately $6 million. All of the backlog orders
as of September 30, 1996 are expected to be filled in fiscal 1997. The Company's
backlog orders as of any particular date may not be indicative of the Company's
actual operating results for any fiscal period. There can be no assurance that
the amount of backlog at any given time ultimately will be realized.
Manufacturing
The manufacturing process for structural tubing and standard pipe products is
similar to the process of manufacturing plain-end OCTG products. The machinery
and equipment used for the manufacture of structural tubing products is similar
to equipment used for the manufacture of OCTG products. Structural tubing and
standard pipe is not, however, subject to the same degree of tolerances as are
OCTG products, which results in lower production costs relating to testing and
inspection than for OCTG products. Moreover, structural tubing does not require
end finishing, flash elimination from the welding process or seam annealing.
Because less finishing is required of structural tubing products as compared to
OCTG, the average cost per ton to convert steel into structural tubing is
significantly less than OCTG. Unlike OCTG products, all structural tubing
products are ERW.
Consistent with its manufacturing strategy for OCTG production, the Company
intends to become a low-cost, high-volume producer of quality structural tubing
and standard pipe products. The Company believes that the application of its
efficient manufacturing process developed for the production of OCTG products,
the labor costs at its Arkansas facility and the strategic location of the new
facility provides a conversion cost advantage relative to the majority of
existing structural tubing and standard pipe manufacturers.
During fiscal 1996, the Company spent approximately $894,000 on additional
equipment needed for manufacturing and information needs.
Competition
Although a significant market for structural tubing is located within a 400 mile
radius of the new facility, no other major structural tubing facility is
currently located within this area. Foreign competition, primarily from Canada,
represented 29% and 23% of total domestic sales of structural tubing in calendar
1995 and 1994. The Company competes primarily against approximately seven
domestic and numerous foreign producers of structural tubing. The Company's more
significant structural tube competitors are Leavitt Tube Company, Inc., Welded
Tube Corporation of America, Copperweld and Bull Moose Tube Corporation.
A significant market for standard pipe also exists. Foreign competition has had
a large presence in the standard pipe market despite earlier progress on unfair
trade cases. Foreign competition represented approximately 29% and 50% of total
domestic sales of standard pipe in calendar 1995 and 1994. The Company's more
significant domestic competitors are Wheatland Tube Company, Armco, Inc. Sawhill
Tubular Division and Laclede Steel Company.
Employees
As of September 30, 1996, the Company had approximately 867 employees, of whom
approximately 20% were salaried and approximately 80% were employed on an hourly
basis. None of the Company's employees are represented by a union. The Company
considers its employee relations to be excellent.
ITEM 2
PROPERTIES
The Company leases approximately 17,000 square feet of office space in
Chesterfield, Missouri for its executive offices pursuant to a lease which
expires in August 1999. The Company owns a 21,000 square foot office facility
located on a 14 acre site in Union, Missouri which is leased to an unaffiliated
third-party. The Company's 113 acre site in Hickman, Arkansas includes two
buildings with approximately 300,000 square foot of OCTG manufacturing and
storage space, utilizing 55 acres. The 285,000 square feet structural tube
manufacturing plant is located adjacent to the existing OCTG facility.
Approximately 120,000 square feet of this facility is utilized for manufacturing
with the remainder used for inventory and material storage and shipping.
Approximately 40 acres remain in Hickman, Arkansas for future expansion. Both
facilities are leased with purchase options exercisable on the expiration dates
of the leases. The expiration dates are August 1, 2007 for the OCTG facility and
February 1, 2004 for the structural tube facility. The Company also owns 117
acres and a 208,000 square foot manufacturing facility located in Conroe, Texas.
Of the 117 acres, approximately 50 acres are used for manufacturing and storage
and 67 acres are available for future expansion. Each manufacturing facility
operated by the Company is served by truck, has its own rail spur and is within
close proximity of barge facilities.
The Company believes the facilities are in good condition , are adequately
insured and are adequate and suitable for its planned level of operations.
ITEM 3
LEGAL PROCEEDINGS
From time to time the Company is involved in litigation relating to claims
arising out of its operations in the normal course of its business. The Company
maintains insurance coverage against potential claims in an amount which it
believes to be adequate. The Company believes that it is not presently a party
to any litigation in which the outcome would have a material adverse effect on
its business or it operations.
The Company is subject to federal, state and local environmental laws and
regulations concerning among other things, waste water disposal and air
emissions. The Company believes it is currently in compliance with all
applicable environmental regulations.
ITEM 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted during the fourth quarter of fiscal 1996 covered
by this Report to a vote of the Company's security holders through the
solicitation of proxies or otherwise.
ITEM 4A
EXECUTIVE OFFICERS OF THE REGISTRANT
Name Age Title
Gregg Eisenberg 46 Chairman of the Board President and
Chief Executive Officer
Charles O. Struckhoff 47 Vice President - Finance and Administration, Treasurer,
Secretary and Chief Financial Officer
Sudhakar Kanthamneni 49 Vice President - Manufacturing and Technology
T. Scott Evans 49 Vice President - Commercial Operations
Set forth below are descriptions of the backgrounds of the executive officers of
the Company and their principal occupations for the last five years:
Mr. Eisenberg has served as Chairman of the Board since February, 1996. He has
served as President, Chief Executive Officer and a director of the Company since
1988. He is a former director and past chairman of the Committee on Pipe and
Tube Imports.
Mr. Struckhoff has served as Vice President - Finance and Administration and
Chief Financial Officer since November 1993 and as Secretary of the Company
since 1988. From 1988 to November 1993, Mr. Struckhoff also served as Vice
President - Administration of the Company.
Mr. Kanthamneni has served as Vice President - Manufacturing and Technology
of the Company since August 1992. From May 1991 to August 1992, Mr. Kanthamneni
served as the Company's Vice President - Manufacturing. From 1988 to May 1991,
Mr. Kanthamneni served as Vice President - Engineering of the Company.
Mr. Evans has served as Vice President - Commercial Operations of the
Company since September 1992. From May 1991 to September 1992, Mr. Evans served
as the Company's Vice President - Sales. From January 1990 to May 1991, Mr.
Evans served as Vice President - Marketing of the Company. From 1988 to January
1990, Mr. Evans served as General Sales Manager of the Company.
PART II
ITEM 5
MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market for the Company's Common Equity and Related Stockholder Matters is on
page 28 of the annual shareholders report for the year ended September 30, 1996
portions of which are filed as Exhibit 13.
ITEM 6
SELECTED FINANCIAL DATA
Selected Financial Data is on page 27 of the annual shareholders report for the
year ended September 30, 1996 portions of which are filed as Exhibit 13.
ITEM 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations is on pages 12 through 16 of the annual shareholders report for the
year ended September 30, 1996 portions of which are filed as Exhibit 13.
ITEM 8
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements included is on pages 17 through 25 of the
annual shareholders report for the year ended September 30, 1996 portions of
which are filed as Exhibit 13.
ITEM 9
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURES
None.
PART III
ITEM 10
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 in incorporated herein by reference from the
Registrant's proxy statement which is being filed with the Securities and
Exchange Commission within 120 days of the end of the Registrant's most recent
fiscal year. Also See Part I, Item 4A hereof.
ITEM 11
EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated herein by reference from the
Registrant's proxy statement which is being filed with the Securities and
Exchange Commission within 120 days of the end of the Registrant's most recent
fiscal year.
ITEM 12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 is incorporated herein by reference from the
Registrant's proxy statement which is being filed with the Securities and
Exchange Commission within 120 days of the end of the Registrant's most recent
fiscal year.
ITEM 13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is incorporated herein by reference from the
Registrant's proxy statement which is being filed with the Securities and
Exchange Commission within 120 days of the end of the Registrant's most recent
fiscal year.
PART IV
ITEM 14
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
a. 1. Financial Statements
The following consolidated financial statements of Maverick Tube
Corporation and Subsidiary, included in the annual report of the
Registrant to its shareholders for the year
ended September 30, 1996, are incorporated herein by reference
in Item 8:
Report of Independent Auditors.
Consolidated Balance Sheets as of September 30, 1996
and 1995.
Consolidated Statements of Operations for the years
ended September 30, 1996, 1995 and 1994.
Consolidated Statements of Stockholders' Equity for
the years ended September 30, 1996, 1995 and 1994.
Consolidated Statements of Cash Flows for the years
ended September 30, 1996, 1995 and 1994.
Notes to Consolidated Financial Statements as of
September 30, 1996.
2. Financial Statement Schedules
The following consolidated financial statement schedule of
Maverick Tube Corporation and subsidiary is included with the
annual report on Form 10-K:
Schedule II Valuation and qualifying
accounts for the years ended
September 30, 1994, 1995 and 1996.
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission
are not required under the related instructions or are
inapplicable, and therefore have been omitted.
3. Exhibits:
See Exhibit Index.
The following is a list of each management contract
or compensatory plan or arrangement required to be
filed as an exhibit to this Annual Report on Form
10-K pursuant to Item 14(c) of this Report:
Maverick Tube Corporation Amended and Restated 1990
Stock Option Plan
Maverick Tube Corporation Savings for Retirement Plan
as revised on January 1, 1993
Amended Maverick Tube Corporation 1994 Stock Option
Plan
Amended Maverick Tube Corporation 1994 Director Stock
Option Plan
Form of Severance Agreement with Executive Officers
b. Reports on 8-K:
No Reports of Form 8-K were filed during the fourth
quarter of the Registrant's fiscal year ended
September 30, 1996
Maverick Tube Corporation
and Subsidiary
Schedule II - Valuation and Qualifying Accounts
(In thousands)
Additions
-----------------------------
Balance at Charged to Charged
beginning cost and to other Deductions Balance at
Classification of year expenses accounts describe end of year
- -----------------------------------------------------------------------------------------------------------------
Year ended September 30, 1994:
Deducted from asset accounts:
Accounts receivable allowances $ 310 $ 44 $ -- $ 101 (1) $ 253
Valuation allowance for deferred
taxes $1,824(2) $ -- $ -- $ 181 (3) $1,643
Year ended September 30, 1995:
Deducted from asset accounts:
Accounts receivable allowances $ 253 $ 53 $ -- $ -- $ 306
Valuation allowance for deferred
taxes $1,643 $ -- $ -- $1,094 (4) $2,737
Year ended September 30, 1996:
Deducted from asset accounts:
Accounts receivable allowances $ 306 $339 $ 109 $125 (1) $ 629
Valuation allowance for deferred
taxes $2,737 $ -- $ -- $1,590 (3) $1,147
(1) Uncollectible accounts written off, net of recoveries.
(2) Resulted from the adoption of SFAS No. 109 "Accounting for Income Taxes"
at October 1, 1993.
(3) Resulted from the utilization of additional net operating loss carry-
forwards.
(4) Resulted from an additional net operating loss carryforward generated for
the current year which was not valued for financial statement purposes.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized on December 12, 1996.
Maverick Tube Corporation
(registrant)
December 12, 1996 /s/ Gregg M. Eisenberg
-------------------------------
Gregg M. Eisenberg, President
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed on behalf of the Company by the following persons in the
capacities on the dates indicated.
December 12,1996 /s/ Gregg M. Eisenberg
----------------------------------
Gregg M. Eisenberg, Director,
President and Chief Executive
Officer
December 12, 1996 /s/ Charles O. Struckhoff
-----------------------------------
Charles O. Struckhoff, Vice
President Finance and Administration
(Principal Financial and Accounting
Officer)
December 12, 1996 /s/ William E. Macaulay
--------------------------------
William E. Macaulay, Director
December 12, 1996 /s/ John A. Hill
-------------------------
John A. Hill, Director
December 12, 1996 /s/ C. Robert Bunch
----------------------------
C. Robert Bunch, Director
December 12, 1996 /s/ C. Adams Moore
---------------------------
C. Adams Moore, Director
December 12, 1996 /s/ David H. Kennedy
-----------------------------
David H. Kennedy, Director