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UNITED STATES
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
For the fiscal year ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to ______________.
Commission file number 001-10651
MAVERICK TUBE CORPORATION
16401 Swingley Ridge Road
Seventh Floor
Chesterfield, Missouri 63017
(636) 733-1600
State or other jurisdiction of incorporation or organization - Delaware
I.R.S. Employer Identification No. 43-1455766
Securities registered pursuant to Section 12(b) of the Act: Common Stock, Par Value $.01 Per Share
Preferred Stock Purchase Rights
Securities registered pursuant to Section 12(g) of the Act: None
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ( )
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [XX] No [ ]
As of March 5, 2004, there were 42,001,662 shares of Registrant's common stock
(including 2,185,169 shares of exchangeable shares) were outstanding. The
approximate market value of voting stock held by non-affiliates of the
Registrant (including exchangeable shares) as of June 30, 2003 was $794,801,064
(based upon the closing price for shares of the Registrant's common stock as
reported on the New York Stock Exchange on June 30, 2003).
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DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Registrant's Annual Report to Shareholders for its calendar
year ended December 31, 2003 are incorporated by reference into Part I and Part
II of this Annual Report on Form 10-K where indicated.
(2) Portions of the Registrant's Proxy Statement relating to the Registrant's
2004 Annual Meeting of Shareholders, to be held on May 3, 2004, are incorporated
by reference into Part III of this Form 10-K where indicated.
2
MAVERICK TUBE CORPORATION
INDEX
PART I.
Item 1. Business
General
Risk Factors
The Products We Produce
Our Business Strategy
The Energy Pipe Industry
Industrial Industry
Discontinued Operations
Raw Materials
Employees
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
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 7A. Quantitative and Qualitative Disclosure About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
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
Item 14. Principal Accountant Fees and Services
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
Signatures
Exhibit Index
3
PART I
ITEM 1 BUSINESS
As used herein, Maverick Tube Corporation and its direct and indirect
wholly-owned subsidiaries are collectively referred to as "the Company," whereas
"Maverick" is referred to as the Company exclusive of its operating
subsidiaries: Prudential Steel Ltd. ("Prudential"), Precision Tube Holding
Corporation ("Precision"), the tubular division of the former LTV Corporation
("Republic Conduit") and SeaCAT Corporation ("SeaCAT"). Also, unless the context
otherwise requires, the terms "we," "us" or "our" refer to the Company.
Certain statements contained in the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" section of this report regarding
matters (including statements as to beliefs or expectations) that are not
historical facts are forward-looking statements, as that term is defined under
the Private Securities Litigation Reform Act of 1995. Because such
forward-looking statements include risks and uncertainties, actual results may
differ materially from those expressed or implied by such forward-looking
statements. For example, uncertainty continues to exist as to future levels and
volatility of oil and gas price expectations and their effect on drilling levels
and demand for our energy-related products, the future impact of industry-wide
draw-downs of inventories, future import levels and the value of the U.S.
dollar. Also, uncertainty continues to exist as to future purchased steel cost
(our principal raw material, representing approximately two-thirds of cost of
goods sold).
It is not possible to foresee or identify all factors that could have a material
and negative impact on the future financial performance of the Company. The
forward-looking statements in this report are based on certain assumptions and
analyses we have made in light of our experience and perception of historical
conditions, expected future developments and other factors we believe
appropriate under the circumstances. Further information covering issues that
could materially affect our financial performance is contained in the "Risk
Factors" section of this Form 10-K.
The market data and other statistical information used throughout this report
are based on independent industry publications, government publications, reports
by market research firms or other published independent sources. Some data is
also based on our good faith estimates that are derived from our review of
internal surveys as well as the independent sources listed above. Although we
believe these sources are reliable, we have not independently verified the
information and cannot guarantee its accuracy and completeness.
All amounts are expressed in U.S. dollars unless otherwise indicated.
GENERAL
Maverick Tube Corporation is a leading North American producer of welded tubular
steel products used in energy and industrial applications. We are the largest
producer of oil country tubular goods (sometimes referred to as OCTG) and line
pipe products for use in newly drilled oil and gas wells and for transporting
oil and natural gas. We primarily sell these products to distributors in the
U.S. and Canada. Over the past two years, we expanded our business into coiled
tubing products with our acquisitions of Precision and SeaCAT. These two
acquisitions added $55.3 million of sales to our consolidated operations during
2003. Coiled tubing products are used primarily to maintain existing wells and
to complete new wells. We sell coiled tubing to customers throughout North
America and internationally. OCTG, line pipe and coiled tubing products comprise
our energy product line. We generated approximately 70.3% of our revenue by
supplying products to the energy business during 2003.
We also manufacture structural tubing, also known as hollow structural sections
or HSS, standard pipe and pipe piling. In January 2003, we entered the steel
electrical conduit business with our acquisition of Republic Conduit. This
acquisition added $197.9 million of sales to our consolidated operations during
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2003. Structural tubing, standard pipe, pipe piling and steel electrical conduit
products comprise our industrial product line. We sell these industrial products
to service centers, fabricators and end-users.
We were incorporated in Missouri in 1977 and reincorporated in Delaware in 1987.
Our principal executive offices are located at 16401 Swingley Ridge Road,
Seventh Floor, Chesterfield, Missouri 63017 and our phone number is (636)
733-1600.
Business Acquisitions and Recent Developments
On March 29, 2002, we completed the purchase of all the common stock of
Precision, a Houston based, coiled tubular goods manufacturer, in exchange for
$60.7 million cash and 200,000 of our common shares.
On December 31, 2002, we acquired the assets and certain liabilities of Republic
Conduit for $119.9 million cash. In February 2003, we announced the closure of
Republic Conduit's Youngstown, Ohio operating facility and its divisional
headquarters.
On February 28, 2003, we completed the acquisition of SeaCAT, a Houston based,
coiled tubular goods manufacturer, in exchange for $4.0 million cash, a $5.0
million secured, 11.0% subordinated note and 733,676 shares of common stock of
the Company. The purchase price could be further increased by up to an
additional $0.5 million if SeaCAT achieves certain performance targets through
2005.
As of December 31, 2003, we reorganized the structure of our Canadian operations
in order to more appropriately reflect how we conduct our business in Canada,
simplify our cross border organizations structure and reduce cost.
Our senior lenders have agreed to amend our senior credit facility to, among
other things:
- substitute our current cash dominion arrangement, under which
the lenders have sole control over our cash receipts, for an
arrangement that permits us to have sole control over our cash
receipts unless and until our excess availability is less than
$50 million or an event of default occurs, in which case the
lenders have the option to impose a "springing" lock box
arrangement and have sole control over our cash receipts; and
- effectively increase the permitted funding deficiency amount
of our supplemental executive retirement plan covering certain
of our Canadian employees to $4 million Canadian.
Segments
As of January 1, 2003, the Company reclassified its business into two new
segments, Energy Products and Industrial Products. These segments are designed
to improve the alignment of strategies and objectives among sales, marketing and
production; provide for more timely and rational allocation of resources within
businesses; and focus long-term planning efforts on key objectives and
initiatives.
For information with regard to total revenue, operating profit or loss and
identifiable assets attributable to each of our business segments, see Notes 1
and 13 to the Consolidated Financial Statements on pages 32, 40 and 41 of our
Annual Report to Stockholders for the Year Ended December 31, 2003 ("2003 Annual
Report"), portions of which are filed as Exhibit 13, hereto.
RISK FACTORS
You should carefully consider the following risk factors and other information
contained or incorporated by reference in this annual report on Form 10-K before
purchasing shares of our common stock. Additional risks not presently known to
us and risks that we currently deem immaterial may also impair our business
operations. Our business and financial condition could be seriously harmed. In
addition, the trading price of our common stock could decline due to the
occurrence of any of such events, and you may lose all or part of your
investment.
Downturns in oil and natural gas prices would reduce demand for our energy
products, which could cause our sales to decrease.
Our principal products consist of OCTG, line pipe and coiled tubing and line
pipe. Sales of these products to the energy industry constitute our most
significant revenue source. In fact, revenues from the sale of OCTG, line pipe
and coiled tubing to the energy industry accounted for approximately 70% and 82%
of our revenues for the years ended December 31, 2003 and 2002, respectively.
Demand for these products depends primarily upon the number of oil and natural
gas wells being drilled, completed and worked over in the U.S. and Canada and
the depth and drilling conditions of these wells. Similar factors also affect
the demand for line pipe. The level of these activities is primarily dependent
on current and anticipated oil and natural gas prices. Many factors, such as the
supply and demand for oil and natural gas, general economic conditions and
global weather patterns affect these prices. As a result, future levels and
volatility of oil and
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natural gas prices are uncertain. In periods where the demand level for our OCTG
products is reduced, we would expect that our sales of these products would
decrease.
Easing or elimination of trade relief now in place would likely increase the
level of imports of products that compete with ours, which would cause increased
competition for our products.
U.S. OCTG - The level of imports of OCTG, which has varied significantly over
time, affects the U.S. and Canadian OCTG markets. We believe these import levels
are affected by, among other things:
- North American and overall world demand for OCTG,
- The trade practices of and government subsidies to foreign
producers and
- The presence or absence of antidumping and countervailing
duties.
Antidumping and countervailing duty orders require special duties to be imposed
in amounts designed to offset unfair pricing and government subsidization,
respectively. In the U.S., once an order is in place, foreign producers,
importers, domestic producers and other parties may request an "administrative
review" on a yearly basis to determine the duty rates to be applied to imports
from the companies covered by the review. In addition, a company that did not
ship to the U.S. during the original period examined by the U.S. government may
request a "new shipper review" to obtain its own duty rate on an expedited
basis.
U.S. antidumping and countervailing duty orders may be revoked as a result of
periodic "sunset reviews." An individual importer may also obtain revocation
applicable only to itself under certain circumstances. In June 2000, the U.S.
government completed sunset reviews of orders covering Canada and Taiwan and
revoked both orders. In June 2001, the U.S. government completed sunset reviews
of the orders covering Argentina, Italy, Japan, Korea and Mexico and kept those
orders in place. However, those orders will be subject to a new sunset review
beginning in 2005. If the orders covering imports from Argentina, Italy, Japan,
Korea and Mexico are revoked in full or in part or the duty rates lowered, we
could be exposed to increased competition from imports that could have a
material adverse effect on our U.S. business. In addition, the Continued Dumping
and Subsidy Offset Act ("CDSOA") was passed during 2000. This act allowed for
the tariffs collected by the U.S. Customs Department to be dispersed to those
companies that supported the original suit.
In March 2002, an antidumping petition was filed with the U.S. government
covering OCTG from Austria, Brazil, China, France, Germany, India, Indonesia,
Romania, South Africa, Spain, Turkey, Ukraine and Venezuela. On May 10, 2002,
the U.S. government voted to end this case. As a result of this ruling, there
was not any additional import relief for OCTG. Imports of OCTG products
increased 59.0% from 2002 to 2003, with import market share growing from 21.7%
in 2002 to 28.8% in 2003. This increased level of imports contributed to weaker
product pricing throughout most of 2003. In the absence of a trade finding on
OCTG, we can expect our OCTG products to continue to be subject to both price
and demand pressure throughout 2004.
U.S. Line Pipe - The three-year tariff rate quota on welded line pipe 16-inch
and under imposed in March 2000 under Section 201 expired on March 1, 2003. In
early March 2004, an antidumping petition was filed with the U.S. government
covering line pipe from China, Korea and Mexico.
U.S. Industrial and Other - The Section 201 trade case signed by the President
in March 2002 provided a three-year program of quotas and tariffs covering a
wide range of imported steel products with the exception of OCTG. Of specific
interest to our business, imported flat rolled products, including hot rolled
steel coils, are subject to a three-year decreasing tariff system of 30.0%,
24.0% and 18.0%. Also, our standard pipe product line and HSS product line are
subject to this same tariff system of 15.0%, 12.0% and 9.0%. On November 10,
2003, the World Trade Organization found the Section 201 trade case illegal.
Based on this decision, the European Union and other complaining countries were
in a position to impose retaliatory measures. As a result, on December 5, 2003,
the President rescinded the Section 201 protection on steel imports.
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Canada - In August 2002, the Canadian International Trade Tribunal found injury
on the part of all imported steel products except hot rolled products. In
September 2003, the Canadian government rejected the Tribunal's findings; thus,
no additional duties will be imposed and no further trade action has been taken.
In October 2003, the Canada Customs and Revenue Agency initiated an inquiry into
imports of HSS into Canada. Imports of HSS into Canada can affect our Canadian
HSS selling prices and volumes.
The likely result of significant increased competition from the easing or
elimination of trade relief now in place would likely be decreased sales of our
energy products and overall profitability.
Increases in steel prices, which would increase our costs of manufacturing our
products, would likely decrease our operating profits.
Purchased steel represents approximately two-thirds of our cost of goods sold.
As a result, the steel industry, which is highly volatile and cyclical in
nature, affects our business both positively and negatively. Numerous factors,
most of which are beyond our control, drive the cycles of the steel industry and
influence steel prices. Some of these factors are:
- general economic conditions,
- industry capacity utilization,
- import duties and other trade restrictions and
- currency exchange rates.
Average steel costs included in cost of goods sold increased during 2003 by $31
per ton, or 10.0% from $311 per ton to $342 per ton. As with any change in our
cost of steel raw materials, we cannot be certain as to the timing or extent of
which such change is realized. The base replacement cost of hot rolled steel at
December 31, 2003 is approximately 14.0% above the average cost of goods sold
per unit experienced during 2003. In December 2003, our steel suppliers
implemented an unprecedented scrap surcharge based upon the American Metal
Market's Consumer Buying Price for No. 1 Busheling. It is expected the surcharge
will fluctuate based on scrap prices on a monthly basis. The surcharges for
January, February, March and an estimate for April 2004 are $20 per ton, $60 per
ton, $100 per ton and $120 per ton, respectively. We expect the replacement cost
of steel to remain volatile throughout 2004. We estimate our April 2004
replacement cost of steel to be approximately 50% to 75% above the prevailing
price experienced during 2003. However, the magnitude and timing of steel cost
changes are unknown at this time.
Changes in steel prices have a significant impact on the margin levels of our
energy products due to the fact that energy products pricing is generally driven
by OCTG and line pipe demand. However, we announced four spot U.S. OCTG price
increases since the beginning of 2004 which have averaged approximately $180 per
ton or 28.9% in response to the steel surcharges announced by our steel
suppliers in late December 2003, which continue to be applied to our U.S.
energy, HSS, standard pipe and piling products. We are also attempting to raise
base prices on our conduit and Canadian energy products. These surcharges and
price increases across all our product lines are designed to absorb the
anticipated increase in the cost of our principal raw material. Given the mix of
our U.S. alliance sales and volume of our Canadian OCTG business, the timing and
the extent to which our price increases can be realized, are uncertain. No
assurance can be given that we will be successful in implementing price
increases sufficient to fully absorb the anticipated steel cost increases
discussed below.
Reductions in industry inventory levels could reduce our sales and profit.
Industry inventory levels of our products, particularly OCTG, can change
significantly from period to period. These changes can have a direct adverse
effect on the demand for new production of energy and
7
industrial products when customers draw from inventory rather than purchase new
products. Reduced demand, in turn, would likely result in reduced sales volume
and overall profitability.
Risks generally associated with acquisitions.
An important element of our growth strategy has been and is expected to continue
to be the pursuit of acquisitions of other businesses that either expand or
complement our existing product lines. Integrating businesses, however, involves
a number of special risks, including the possibility that management may be
distracted from regular business concerns by the need to integrate operations,
unforeseen difficulties in integrating operations and systems, problems
concerning assimilating and retaining the employees of the acquired business,
accounting issues that arise in connection with the acquisition, challenges in
retaining customers and potential adverse short-term effects on operating
results. In addition, we may incur debt to finance future acquisitions, and we
may issue securities in connection with future acquisitions that may dilute the
holdings of our current or future stockholders. If we are unable to successfully
complete and integrate strategic acquisitions in a timely manner, our growth
strategy could be adversely impacted.
The operations of the end-users of our products expose us to potential product
liability claims.
Drilling for, and the transmission of, oil and natural gas involve a variety of
risks, including risks relating to well failures, line pipe leaks and fires.
Actual or claimed defects in products, including our energy products, structural
tubing and conduit, could give rise to claims, liabilities, costs and expenses,
relating to loss of life, personal injury, property damage, damage to equipment
and facilities, pollution, inefficient heat recovery, loss of production or
suspension of operations. We maintain insurance coverage against potential
product liability claims in amounts we believe to be adequate. However, in the
future we may incur product liability claims in excess of our insurance
coverage, or that is subject to substantial deductibles, or incur uninsured
product liability costs. These liabilities and costs could have a material
adverse effect on our business, results of operations and financial condition.
Moreover, any claims made under our policies likely will cause our premiums to
increase, and we may not be able to maintain adequate insurance coverage levels
in the future.
We depend on a few suppliers for a significant portion of our steel, and a loss
of one or more significant suppliers could adversely affect our ability to
obtain our basic raw material.
In calendar year 2003, we purchased approximately 81% of our steel for our U.S.
operations from three suppliers, and in excess of 80% of the steel for our
Canadian operations from two Canadian suppliers. The loss of any of these
suppliers or interruption of production at one or more of the suppliers could
adversely affect our ability to obtain our basic raw material. In such case, our
cost of purchasing steel from alternate sources could be higher and could affect
our ability to produce sufficient quantities of our products.
Our increased level of indebtedness could make us more vulnerable to down-turns
in the energy market.
We incurred additional indebtedness of $39.3 million during 2003. Our net debt
to capitalization ratio decreased from 28.7% at December 31, 2002, to 27.9% at
December 31, 2003. Because our OCTG business is highly cyclical, our historical
financial results have been, and our future financial results are expected to
be, subject to fluctuations. While management believes that our current level of
indebtedness is reasonable in relation to our current capitalization and working
capital positions, our increased level of indebtedness could increase our
vulnerability to cyclical declines in the energy markets. More specifically, our
level of indebtedness could affect our operations, and expose us to greater
risks, during a cyclical decline in several ways, including:
- a greater percentage of our cash flow would be required to be
used to service our indebtedness;
- we may not be able to generate sufficient cash flow from
operations to enable us to meet our debt service and other
fixed-charge requirements;
8
- we may not be able to obtain additional financing for working
capital, capital expenditures, acquisitions or general
corporate and other purposes;
- our flexibility in planning for, or reacting to changes in,
our businesses and the industries in which we compete may be
limited; and
- we may be put at a possible competitive disadvantage with
respect to our competitors that have relatively less
indebtedness.
Covenant restrictions in our senior revolving credit facility could limit our
ability to operate our business.
Our revolving credit facility contains certain restrictive covenants that
prohibit or impose limitations (subject to certain exceptions) on us with
respect to, among other things:
- creation or incurrence of indebtedness;
- creation or incurrence of liens;
- investment;
- mergers, acquisitions or changes of existence, ownership or
business operations;
- sale or other disposition of assets other than inventory in
the ordinary course of business;
- declaration or payment of dividends or the purchase,
redemption, retirement or other acquisition of capital stock;
- transaction with affiliates;
- capital expenditures in excess of $30.0 million in any
calendar year and
- granting of any negative pledge in any agreement, contract or
understanding with a third party.
All of these covenants could affect our ability to operate our business and may
limit our ability to take advantage of potential business opportunities as they
arise. Moreover, our failure to comply with the financial and other covenants
could result in an event of default that, if not cured or waived, would prevent
us from borrowing under our senior revolving credit facility and could cause us
to be required to repay our borrowings before their due date. If we were unable
to make this repayment or otherwise refinance these borrowings, our lenders
could foreclose on our assets.
Certain of our operations are subject to collective bargaining agreements that
could subject us to additional labor costs.
Prudential's facility located in Calgary, Alberta, operates under a collective
bargaining agreement expiring on December 31, 2006 covering approximately 78% of
all Prudential employees. Prudential has a good working relationship with the
union and there have been no significant labor stoppages in their history.
In connection with our acquisition of Republic Conduit, we entered into
collective bargaining agreements with the United Steel Workers of America
covering approximately 49% of the employees of our Elyria, Counce and Ferndale
facilities. These agreements expire on November 15, 2005.
While we believe our present labor relations to be good, our failure to renew
these agreements on reasonable terms could result in labor disruptions and
increased labor costs, thereby increasing the costs of producing our products.
Because of the substantial amount of business we conduct in Canada, decreases in
the value of the Canadian dollar compared to the U.S. dollar would reduce the
profitability of our Canadian operations.
Although our financial results are reported in U.S. dollars, a significant
portion of our sales and operating costs are denominated in Canadian dollars.
Consequently, in consolidating the financial results of our
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Canadian operations for reporting purposes, we are exposed to cash flow and
earnings volatility as a result of fluctuations in relative currency values. A
significant decrease in the relevant value of the Canadian dollar would reduce
the profitability of our Canadian operations, which would adversely affect the
results of our consolidated operations.
Our industry is characterized by intense competition.
We compete against a number of companies in each of our principal business
lines. Some of our competitors are larger than us and have greater financial and
marketing resources and business diversification. These companies may be better
able than our Company to successfully endure downturns in either the energy or
industrial sector. The OCTG, structural and electrical conduit product markets
are largely commodity-based in nature and as a result, price competition is of
particular importance. In periods of reduced demand for our products, we can
either choose to maintain market share by reducing our selling prices to meet
competition or maintain selling prices which would likely sacrifice market
share. Sales and overall profitability would be reduced under either scenario.
Compliance with and changes in environmental, health and safety laws regulating
the operation of our business could increase the costs of producing our product
and expose us to environmental claims.
Our businesses are subject to numerous U.S. and Canadian local, state,
provincial and federal laws and regulations concerning environmental, health and
safety matters, including those relating to air emissions, wastewater discharges
and the generation, handling, storage, transportation, treatment and disposal of
hazardous wastes. Violations of such laws and regulations can lead to
substantial fines and penalties. Also, there are risks of substantial costs and
liabilities relating to the investigation and remediation of past or present
contamination, at current as well as former properties utilized by us and at
third-party disposal sites, regardless of fault or the legality of the original
activities that led to such contamination. Moreover, future developments, such
as changes in laws and regulations, more stringent enforcement or interpretation
thereof, and claims for property damage or personal injury could cause us to
incur substantial losses or expenditures. Although we believe we are in
substantial compliance with all applicable current laws and regulations, any new
or modified laws or regulations could increase the cost of producing our
products thereby reducing our profits.
We have defined benefit pensions plans, which could result in charges against
our earnings.
Our subsidiary, Prudential Steel Ltd., sponsors two pension plans and a
post-retirement benefit plan for substantially all of its Canadian employees and
a supplemental executive retirement plan. At December 31, 2003, certain of these
plans were under-funded resulting in a combined under-funding of an aggregate of
approximately $7.9 million. If these plans do not achieve an investment return
to the extent of the estimated rate for a particular fiscal year, such
deficiency could result in a charge against earnings for that and subsequent
years and could result in a violation of certain restrictive covenants in our
senior credit facility.
Provisions in our corporate documents and Delaware law could delay or prevent a
change of control.
Some provisions in our corporate documents and Delaware law could delay or
prevent a change in control of the Company, even if that change might be
beneficial to our stockholders. Our amended and restated certificate of
incorporation and amended and restated by-laws contain provisions that may make
acquiring control of Maverick difficult, including provisions:
- limiting the rights to call special meetings of our
stockholders;
- regulating the ability of our stockholders to bring matters
for action at annual meetings of our stockholders;
- prohibiting action by stockholders by written consent and
- authorization to issue and set the terms of preferred stock by
our board of directors.
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In addition, we have adopted a stockholder rights plan that would cause extreme
dilution to any person or group who would attempt to acquire a significant
interest in Maverick without advance approval of our Board of Directors.
Moreover, Delaware law would impose restrictions on mergers and other business
combinations between us and any holder of 15% or more of our outstanding common
stock.
THE PRODUCTS WE PRODUCE
The following table summarizes our current manufacturing facilities and the
products they produce:
FACILITY PRODUCTS SIZES (1)
-------- -------- -----
Hickman, Arkansas Oil country tubular goods, line 1 1/2" - 16"
pipe, standard pipe, structural
shapes and rounds and piling
Houston, Texas Coiled steel pipe 1" - 4 1/2"
Conroe, Texas Oil country tubular goods and line 4 1/2" - 9 5/8"
pipe
Calgary, Alberta Oil country tubular goods, line 2 3/8" - 12 3/4"
pipe and structural shapes and rounds
Elyria, Ohio Rigid conduit and mechanical tubing 1/2" - 3"
Counce, Tennessee Oil country tubular goods, line pipe, 4 1/2" - 8 5/8"
standard pipe and rigid conduit
Ferndale, Michigan Electrical conduit and mechanical 1/2" - 4"
tubing
Cedar Springs, Georgia Electrical conduit 1/2" - 2 1/2"
(1) Represents outside diameter measurement. Structural tubing can have a
square, rectangular or round cross-section.
OUR BUSINESS STRATEGY
Identify And Enter New Markets
We continually seek and make acquisitions and capital expenditures to enter new
markets, as evidenced by our entry into the structural tube market in 1994, the
addition of our large diameter pipe and tube mill at our Hickman, Arkansas
facility and our acquisitions of Prudential, Precision, SeaCAT and Republic
Conduit. We intend to seek additional opportunities to expand our business to
new markets where we believe we can compete effectively and profitably.
Increase Market Share By Expanding Our Existing Product Lines
We believe that the expansion of our product lines in both the energy and
industrial segments of our business will allow us to increase our market share
by capitalizing on our existing customer relationships to market additional
products. The construction and equipping of our large diameter pipe and tube
mill at the Hickman, Arkansas facility, and the acquisitions of Precision,
SeaCAT and Republic Conduit are examples of this strategy.
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Continually Improve The Efficiency Of Our Manufacturing Process
We intend to continue to pursue our objective of being a low-cost, high-volume
producer of quality steel tubular products by seeking to:
- maintain product manufacturing cost controls;
- maximize production yields from raw materials;
- invest capital to lower costs and improve quality;
- minimize unit production costs through effective utilization
of plant capacity and
- minimize freight costs.
Deliver Quality Products And Service To Our Customers
We believe we have achieved an excellent reputation with our existing customers.
We intend to continue to build long-term customer relationships with new and
existing customers by seeking to:
- offer broad-based product lines;
- focus on product availability;
- deliver competitively priced quality products and
- provide a high level of customer support before and after the
sale.
THE ENERGY PIPE INDUSTRY
General
The energy pipe industry produces three principal classes of products: OCTG,
line pipe and coiled pipe. OCTG consists of drill pipe, production casing,
surface casing and production tubing. Drill pipe is used and may be reused to
drill wells. Production casing forms the structural wall in oil and gas wells to
provide support and prevent caving during drilling operations and is generally
not removed after it has been installed in a well. Surface casing is used to
protect water-bearing formations during the drilling of a well. Production
tubing is placed within the casing and is used to convey oil and natural gas to
the surface and may be replaced during the life of a producing well.
Manufacturers produce OCTG in numerous sizes, weights, grades and end finishes.
We believe most OCTG is produced to American Petroleum Institute and Canadian
Standard Association specifications. The grade of pipe used in a particular
application depends on technical requirements for strength, corrosion resistance
and other performance qualities. OCTG are generally classified into groupings of
"carbon" and "alloy" grades. Carbon grades of OCTG have yield strength levels of
75,000 pounds per square inch or less and are generally used in oil and natural
gas wells drilled to depths less than 8,000 feet. Alloy grades of OCTG have
yield strength levels of 75,000 pounds per square inch or more and are generally
used in oil and natural gas wells drilled to depths in excess of 8,000 feet, or
for high temperature wells, highly corrosive wells or critical applications.
Carbon and alloy grades of OCTG are available from both electric resistance
welded and seamless pipe producers. Electric resistance welded pipe, that is
sometimes referred to as welded pipe, is produced by processing flat rolled
steel into strips that 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 and then
end-finishing such pipe into OCTG in a manner similar to electric resistance
welded pipe.
Based on published industry statistics, electric resistance welded products,
which did not have significant market penetration prior to the mid-1970's, now
account for approximately half of the tonnage of domestic
12
OCTG consumed annually. We believe electric resistance welded 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. We also
believe further significant market penetration of welded products will depend
upon increased market acceptance of welded products and technological advances
in the types of raw materials and equipment utilized in the electric resistance
welding 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. Line pipe is produced in both welded and seamless form. Line pipe
markets are dependent not only on the factors that 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.
Coiled down-hole tubing is primarily used to service existing oil and gas wells
by reestablishing well production and extending well life. Coiled line pipe is a
relatively new application of technology in offshore, sub-sea applications where
continuous lengths of steel pipe are used as flow lines and umbilical lines
sheathing control cables. Coiled line pipe is a more cost effective application
compared to traditional jointed line pipe as it allows for much more rapid
installation, which reduces overall costs. Coiled tubing is manufactured in the
same manner as described above with the exception of the end-finishing process.
The coiled tubing is then loaded onto reels and shipped to our customers.
Factors That Affect the Energy Market
The OCTG market is affected by several factors, the most significant being the
number of oil and natural gas wells being drilled. The level of drilling
activity is largely a function of current prices for oil and natural gas and the
industry's future price expectations. The prices are determined by various
supply and demand factors, such as consumption levels, current inventory levels,
weather, import levels, production economics and future expectations. The
following chart shows the price of oil and natural gas since the fourth quarter
of 1997:
[CRUDE OIL AND NATURAL GAS PRICES LINE GRAPH]
WTI Oil Price U.S. Natural Gas Price Alberta Spot Price - Natural Gas
4Q97 $20.22 $2.80 $1.92
1Q98 $16.08 $2.11 $1.13
2Q98 $14.77 $2.18 $1.34
3Q98 $14.13 $1.96 $1.29
4Q98 $13.09 $1.87 $1.53
1Q99 $13.09 $1.73 $1.50
2Q99 $17.68 $2.14 $1.76
3Q99 $21.59 $2.49 $2.02
4Q99 $24.30 $2.45 $2.03
1Q00 $28.88 $2.53 $2.13
2Q00 $29.04 $3.53 $2.93
3Q00 $30.62 $4.44 $4.24
4Q00 $32.10 $6.21 $4.87
1Q01 $29.06 $6.65 $7.13
2Q01 $27.99 $4.32 $4.58
3Q01 $26.96 $2.65 $2.53
4Q01 $20.45 $2.40 $2.09
1Q02 $21.72 $2.40 $2.16
2Q02 $26.18 $3.23 $2.93
3Q02 $28.52 $3.06 $2.14
4Q02 $28.32 $4.05 $3.45
1Q03 $34.18 $6.45 $5.41
2Q03 $29.10 $5.34 $5.16
3Q03 $30.26 $4.73 $4.71
4Q03 $31.48 $5.26 $4.39
The most commonly cited indicator of the level of drilling activity is the Baker
Hughes rig count, which represents the number of active oil and natural gas rigs
currently being operated. Since July 1987, the
13
Baker Hughes U.S. rig count hit a high in July 2001 of 1,293 rigs and a low in
April 1999 of 496 rigs. Since July 1987, the Baker Hughes Canadian rig count hit
a high in February 2001 of 579 rigs and a low in April 1992 of 32 rigs. The
following charts show the U.S. and Canadian rig count since the fourth quarter
1997 and our shipments of OCTG for the same period:
[U.S. RIG COUNT AND MAVERICK OCTG TONS SHIPPED LINE GRAPH]
Quarterly Maverick OCTG Shipments U.S. Rig Count
4Q97 87,312 997
1Q98 63,290 965
2Q98 47,420 862
3Q98 44,124 794
4Q98 36,971 688
1Q99 25,970 550
2Q99 41,947 524
3Q99 60,346 649
4Q99 84,978 775
1Q00 75,784 770
2Q00 80,816 842
3Q00 88,411 981
4Q00 79,877 1,076
1Q01 91,289 1,142
2Q01 107,921 1,237
3Q01 99,931 1,241
4Q01 70,459 1,008
1Q02 64,818 818
2Q02 81,974 806
3Q02 73,406 853
4Q02 74,732 847
1Q03 96,874 901
2Q03 113,035 1,028
3Q03 104,332 1,088
4Q03 109,524 1,109
[CANADIAN RIG COUNT AND PRUDENTIAL OCTG TONS SHIPPED LINE GRAPH]
Quarterly Prudential OCTG Shipments Canadian Rig Count
4Q97 52,207 443
1Q98 38,947 469
2Q98 13,982 177
3Q98 19,957 205
4Q98 21,562 202
1Q99 23,372 283
2Q99 17,786 102
3Q99 35,072 257
4Q99 41,923 336
1Q00 54,293 469
2Q00 39,737 216
3Q00 49,050 313
4Q00 53,926 380
1Q01 55,202 515
2Q01 36,766 252
3Q01 37,643 320
4Q01 27,663 278
1Q02 47,623 377
2Q02 27,763 144
3Q02 40,456 249
4Q02 45,610 283
1Q03 56,603 494
2Q03 36,251 203
3Q03 57,330 383
4Q03 57,354 408
Another indicator of the demand for our energy products is the level of industry
inventories maintained by manufacturers, distributors and end-users. When
customers draw-down on inventory rather than purchase new products, the overall
demand for new production goes down. Conversely, increases in inventory levels
for our customers, has a positive effect on the demand for new production.
Inventory levels in Canada and
14
for coiled pipe are less meaningful because Canadian and coiled pipe
distributors do not generally hold significant amounts of inventory. Inventory
levels do not affect the production of coiled tubing as this product is
manufactured to the end-users' specifications for a specific project.
The change in industry inventory levels during calendar year 2003 was
negligible. For calendar years 2002 and 2001, declining industry inventory
levels satisfied 9.3% and 0.5%, respectively of the U.S. OCTG consumption.
The amount of imported products from foreign producers also significantly
affects the North American OCTG market. High levels of imports reduce the volume
sold by North American producers and tend to suppress selling prices. We believe
North American import levels are affected by, among other things, overall world
demand for OCTG, the trade practices of and government subsidies to foreign
producers and the presence or absence of governmentally imposed trade
restrictions in the U.S. and Canada. See "Risk Factors" for a discussion of
trade restrictions that have affected imports.
Our Energy Products
We manufacture OCTG used for production tubing, production casing and surface
casing, and we also manufacture line pipe. We do not make drill pipe. We began
selling coiled steel pipe for use in down-hole well servicing and line pipe
applications with our acquisition of Precision on March 29, 2002 and further
expanded our coiled steel pipe capabilities with the acquisition of SeaCAT on
February 28, 2003. We produce all of our OCTG, line pipe and coiled tubing
products (with the exception of SeaCAT) using only the electric resistance
welding process. SeaCAT produces a portion of their product using a laser weld
technique.
The following table shows our energy product shipments in tons, net sales and as
a percentage of overall net sales measured in dollars:
ENERGY PRODUCTS
---------------
NET SALES % OF
TONS (000'S) NET SALES
------------------------------------
MAVERICK
Year ended December 31, 2003 530,620 $324,760 36.7%
Year ended December 31, 2002 344,690 $205,409 45.4%
Year ended December 31, 2001 415,741 $278,287 51.1%
PRUDENTIAL
Year ended December 31, 2003 306,348 $237,958 26.9%
Year ended December 31, 2002 205,092 $138,491 30.6%
Year ended December 31, 2001 264,489 $181,214 33.3%
PRECISION/SEACAT
Year ended December 31, 2003 17,330 $ 55,332 6.3%
Year ended December 31, 2002 10,677 $ 29,130 6.4%
Prudential provides tolling services, which is the conversion of steel to
tubular products owned by our competitors. While tolling only comprises a small
portion of our business, it provides additional tons, which optimizes mill
operations and improves fixed cost absorption. Prudential tolling tons for the
years ended December 31, 2003, 2002 and 2001 were 27,811, 15,535 and 23,919,
respectively. Net sales associated with tolling tons for the years ended
December 31, 2003, 2002 and 2001 were $3.9 million, $2.1 million and $5.6
million, respectively.
Our energy products meet or exceed the applicable standards as required by the
American Petroleum Institute and Canadian Standards Association. In addition,
similar to other producers, we manufacture OCTG in custom or proprietary grades.
We design and engineer our custom and proprietary OCTG to be used in similar
applications as products meeting or exceeding American Petroleum Institute and
Canadian Standards Association standards and to provide performance features
comparable to products meeting those
15
standards. We warrant our American Petroleum Institute and Canadian Standards
Association casing and tubing to be free of defects in material or workmanship
in accordance with the applicable specifications. In addition, we warrant our
proprietary grade products to be free of defects in accordance with our
published standards. We have not incurred significant costs in connection with
these warranties.
We manufacture finished goods in both carbon and alloy steel grades. Virtually
all of our products are fully completed or "end-finished" at our facilities. In
contrast, some of our competitors outsource the end-finishing of their products,
thus adding to their freight and handling costs, or do not end-finish their
products at all. The end-finish process includes, as appropriate, upsetting,
beveling, threading, pressure testing and the application of couplings. Our
fully finished OCTG are ready to be installed in oil or natural gas wells. By
end-finishing our products, we are better able to control quality, cost and
service to customers. Three of our U.S. energy facilities provide heat-treatment
capabilities necessary for the production of alloy grade pipe. Our alloy grade
tubing and casing products accounted for 19%, 21% and 16% of the tons of energy
products we sold in calendar 2003, 2002 and 2001, respectively. Carbon grade
tubing and casing accounted for the balance of these tons.
We manufacture OCTG and line pipe ranging in size from 1 1/2" to 16" in outside
diameter. Excluding drill pipe, which we do not manufacture, approximately 80%
of the total OCTG and line pipe tonnage produced in the western hemisphere in
calendar 2003 fell into this size range.
Marketing
We sell OCTG and line pipe primarily throughout the United States and Canada to
numerous distributors, which then resell the pipe to major and independent oil
and natural gas production, gathering and pipeline companies. Our marketing
philosophy emphasizes delivering competitively priced, quality products while
providing a high level of service to our customers. With the addition of our
large diameter facility and the acquisition of Precision, we market ourselves as
a broad line supplier of OCTG and line pipe products. We maintain inventories of
finished goods housed at our production facilities and at field locations close
to the areas of drilling activity, which allows us to provide timely delivery of
our products.
As of December 31, 2003 and 2002, our backlog orders (including bill and hold
orders not yet shipped) for energy pipe products were approximately $137.7
million and $78.0 million, respectively. We expect to fill all of the backlog
orders as of December 31, 2003 by the end of calendar 2004. We consider only
$3.0 million and $2.6 million of our backlog orders, respectively, to be firm as
remaining orders may generally be cancelled without penalty. Our backlog orders,
as of any particular date, may not be indicative of our actual operating results
for any period. We cannot give any assurance that the amount of backlog at any
particular date will ultimately be realized.
Manufacturing
We manufacture OCTG and line pipe products at our facilities in Hickman,
Arkansas; Conroe, Texas; Counce, Tennessee and Calgary, Alberta. We began full
production of all of our products at our large diameter facility adjacent to our
Hickman, Arkansas facilities, during calendar year 2001. We manufacture coiled
down-hole tubing and coiled line pipe at our facilities in Houston, Texas. The
facilities are strategically located to serve the energy markets in the United
States and Canada. We can currently produce at a consolidated maximum rate of
approximately 2,100,000 tons of finished products per year with approximately
1,254,000 tons currently dedicated to energy-related products. We operated our
energy facilities at a capacity utilization of approximately 70% and 48% during
calendar 2003 and 2002, respectively.
In order to control our manufacturing costs, we attempt to maximize production
yields from purchased steel and reduce unit labor costs. We control labor costs
by automating some of our activities and by seeking to optimize product
throughput and scheduling. Generally, we maintain an innovative compensation
plan, whereby the employees of our facilities who achieve certain performance
based criteria receive quarterly bonuses. In addition, some employees are
eligible to receive annual profitability bonuses based on our
16
consolidated earnings. The maximum achievable incentives and bonuses for
manufacturing employees range from 15% to 40% of an employee's salary and wages.
During calendar 2003, 2002 and 2001, we spent $7.3 million, $15.3 million and
$13.3 million, respectively, on new capital equipment for our existing energy
facilities. In 2003, we used $3.9 million for the installation of a new slitter
in Arkansas. In 2002, we used $6.1 million for the installation of equipment
relocated from our Longview, Washington, facility to our large diameter pipe and
tubing facility in Hickman, Arkansas; $3.5 million for the installation of the
Longview slitter in our Calgary, Alberta, facility, and $13.2 million for other
equipment and system upgrades. Capital expenditures related to the large
diameter pipe and tubing facility in Hickman, Arkansas were approximately $5.0
million during calendar 2001. Our capital budget for our energy facilities for
calendar 2004 is $15.6 million. We expect these capital expenditures to result
in manufacturing cost savings, quality improvements, expansion of our production
capabilities, maintaining production capabilities and expanding our product
lines.
Competition
The suppliers of OCTG and line pipe products face a highly competitive market.
We believe the principal competitive factors affecting our business are price,
quality, delivery, availability and service. We believe we enjoy an excellent
reputation for quality products and outstanding customer service. We compete
with several North American and numerous foreign producers of oil country
tubular goods, some of which have greater financial resources than we do. In the
OCTG market, our more significant U.S. competitors are Lone Star Steel Company,
Newport Steel Company and IPSCO Tubular, Inc., which produce electric resistance
welded pipe, and United States Steel Corporation and V&M Star Tubular
Corporation, which primarily produce seamless pipe. Our most significant
Canadian competitor is IPSCO Tubular, Inc., which produces electric resistance
welded pipe. We also compete in the line pipe market with these same
competitors, and with foreign producers of line pipe, most of which are units of
large foreign steel makers. Our most significant coiled down-hole tubing and
line pipe competitor is Quality Tubing, Inc.
During calendar years 2003, 2002 and 2001, we estimate domestic OCTG market
penetration of tons consumed by imports into the U.S. was 28.8%, 21.7% and
30.2%, respectively. During calendar years 2003, 2002 and 2001, we estimate
domestic OCTG market penetration of tons consumed by imports into Canada was
44.1%, 32.4% and 29.3%, respectively.
THE INDUSTRIAL INDUSTRY
General
Manufacturers in the industrial industry produce a wide variety of tubing and
pipe products used for a number of applications. The number of different
products produced for the industrial market is considerably larger than that
produced for the OCTG market.
We manufacture structural tubing products, electrical conduit, standard pipe and
piling products. Our structural tubing products are used in the following
applications:
- construction, including handrails, building columns and bridge
frames;
- transportation, including boat trailers;
- agricultural, including farm implement components and tillage
equipment;
- material handling, including storage rack systems and
conveying systems support and
- recreational, including exercise equipment.
In addition, structural tubing is an attractive alternative to other structural
steel forms, such as I-beams and H-beams. Structural tubing products offer
strength and other product characteristics similar to beams, but with less steel
content, resulting in lower costs to the end-user in many applications.
17
We believe demand for structural tubing is influenced primarily by the level of
general economic activity in North America. We estimate domestic consumption of
structural tubing during calendar years 2003, 2002 and 2001 was 1.9 million, 1.7
million and 2.0 million tons, respectively.
Electrical conduit is primarily used as sheathing for electrical and computer
wiring in industrial, commercial and institutional construction referred to as
non-residential construction. As such, electrical conduit demand is primarily
influenced by changes in non-residential construction expenditures. We estimate
domestic consumption of electrical conduit during calendar years 2003, 2002 and
2001 was 0.5 million, 0.6 million and 0.6 million tons, respectively. In recent
years, electrical conduit has faced new competition from plastic pipe in certain
applications.
Standard pipe products are used in industrial applications such as steam, water,
air and gas lines, and plumbing and heating. We manufacture standard pipe in the
same manner as we manufacture structural tubing. As with structural tubing, we
believe demand for standard pipe is influenced primarily by the level of general
economic activity in North America. We estimate domestic consumption of standard
pipe during calendar years 2003, 2002 and 2001 was 2.4 million, 2.5 million and
2.8 million tons, respectively. In recent years, standard pipe has faced new
competition from plastic pipe in certain applications.
Structural tubing, standard pipe and electrical conduit are produced by
processing flat rolled steel into strips, which are cold-formed and welded. The
machinery and equipment used for the manufacture of structural tubing, standard
pipe and electrical conduit products are similar to that used for the
manufacture of OCTG. Structural tubing, standard pipe and electrical conduit are
not, however, subject to the same degree of tolerances as are OCTG, which
results in lower production costs related to testing and inspection than for
OCTG. Moreover, structural tubing, standard pipe and electrical conduit does not
require end-finishing, flash elimination for the welding process or
seam-annealing. Because less finishing is required of structural tubing,
standard pipe and electrical conduit products as compared to OCTG, the average
cost per ton to convert steel into industrial products is slightly less than
OCTG.
Our Products
We can produce square, rectangular and round structural tubing, standard pipe
and electrical conduit at our facilities in sizes ranging from 1/2" to 16"
square and the equivalent sizes in rectangular and round tubing. Our products
range from .120 to .500 inches in thickness. The annual capacity at our
structural, standard pipe and electrical conduit facilities is approximately
846,000 tons. During calendar 2003 and 2002, we were operating at approximately
47% and 56%, respectively, of our structural capacity.
The following table shows our industrial product shipments in tons, net sales
and as a percentage of overall net sales measured in dollars:
INDUSTRIAL PRODUCTS
-------------------
NET SALES % OF
TONS (000'S) NET SALES
--------------------------------------
MAVERICK
Year ended December 31, 2003 150,552 $ 72,197 8.2%
Year ended December 31, 2002 142,827 $ 66,653 14.7%
Year ended December 31, 2001 152,138 $ 65,990 12.1%
PRUDENTIAL
Year ended December 31, 2003 21,122 $ 11,442 1.3%
Year ended December 31, 2002 22,031 $ 11,163 2.5%
Year ended December 31, 2001 30,704 $ 13,854 2.5%
REPUBLIC CONDUIT
Year ended December 31, 2003 227,861 $178,723 20.2%
18
Marketing
The structural tubing, standard pipe and electrical conduit markets are somewhat
regional in nature, primarily because order sizes are smaller and lead-time
requirements are shorter than for OCTG. We currently sell principally to
distributors, but since 1997, we significantly increased our sales to large
end-user customers. As in the case of OCTG, our marketing strategy emphasizes
delivering competitively priced, quality products while providing a high level
of service to our customers. In addition, we expect our marketing ability will
be enhanced by the addition of a larger diameter pipe and tubing facility and
the acquisition of Republic Conduit. Because the application of structural
tubing, standard pipe products and electrical conduit is diverse, and a short
lead-time is required for customer satisfaction, we maintain inventory levels,
in terms of months of supply, comparable to those for OCTG. This finished goods
inventory will consist of a larger number of items than in the case of OCTG. We
use experienced manufacturing representatives in our sales efforts.
As of December 31, 2003 and 2002, our backlog of orders for structural tubing,
electrical conduit and standard pipe were $15.6 million and $8.2 million,
respectively. We expect to fill all of the backlog orders as of December 31,
2003 by the end of calendar 2004. We do not consider any of our backlog orders
to be firm as they may generally be cancelled without penalty. Our backlog
orders as of any particular date may not be indicative of our actual operating
results for any fiscal period. We cannot give any assurance that the amount of
backlog at any given time ultimately will be realized.
Manufacturing
We are currently producing structural square and rectangular shaped tubing
products in our structural tube and large diameter facilities located in
Hickman, Arkansas and in Calgary, Alberta. We are also currently producing
structural round tubing products and standard pipe at our Hickman, Arkansas,
Conroe, Texas, Counce, Tennessee and Elyria, Ohio facilities.
Based upon historical product relationships and our assumptions about the U.S.
market, we estimate the sizes of structural tubing products we currently are
capable of manufacturing represent 97% of the domestic tonnage of all sizes of
domestic structural tubing products consumed.
We believe the types of standard pipe products we are capable of manufacturing
represent approximately 81% of the domestic tonnage of all types of the U.S.
standard pipe products consumed.
We believe the types of electrical conduit we are capable of manufacturing
represent approximately 100% of the domestic tonnage of all types of the U.S.
electrical conduit products consumed.
Consistent with our manufacturing strategy for OCTG production, we believe we
are a low-cost, high-volume producer of quality structural tubing, standard pipe
products and electrical conduit. We believe the application of our efficient
manufacturing process originally developed for the production of OCTG, the labor
costs and the strategic location of our facilities provide a conversion cost
advantage relative to the majority of existing domestic structural tubing and
standard pipe manufacturers.
During calendar 2003, 2002 and 2001, we spent $6.4 million, $3.8 million and
$6.8 million, respectively, on additional equipment at our industrial
facilities. Our capital budget for our industrial facilities for calendar 2004
is $2.6 million. We expect these capital expenditures to result in manufacturing
cost savings and quality improvements. Capital expenditures related to our
facility in Calgary, Alberta is included in the energy pipe industry section.
Although the Calgary, Alberta facility manufactures industrial products, this
facility is primarily energy product focused and only produces industrial
products to fill out mill capacity.
Competition
Although a significant market for structural tubing is located within a 400-mile
radius of our Hickman, Arkansas structural facility, no other major structural
tubing facility is currently located within this area. Non-domestic competitors,
primarily from Canada, represented 21.4%, 22.5% and 21.8% of total domestic
sales of structural tubing in calendar years 2003, 2002 and 2001, respectively.
We compete primarily
19
against several domestic and numerous foreign producers of structural tubing.
Our more significant structural tube competitors are Bull Moose Tube
Corporation, Hanna Steel Corporation, Atlas Tube Inc., Independence Tube
Corporation and Copperweld.
A significant market for standard pipe also exists. Foreign competition has had
a large presence in the standard pipe market. Foreign competition represented
approximately 33.6%, 37.4% and 35.6% of total domestic sales of standard pipe in
calendar years 2003, 2002 and 2001, respectively. Our more significant standard
pipe competitors are Wheatland Tube Company, U.S. Steel Corporation and IPSCO
Tubular, Inc.
We compete primarily against Allied Tube and Conduit, Wheatland Tube Company and
Western Tube and Conduit Corporation in the electrical conduit market. The
import and export markets for electrical conduit are limited by strong local
competition.
We believe the principal competitive factors affecting our structural tubing,
standard pipe and electrical conduit businesses are price, product availability,
delivery and service.
We believe we experience seasonal fluctuations in demand for our industrial
products. However, the timing of such fluctuations may differ from fluctuations
experienced in the OCTG market.
RAW MATERIALS
The majority of our steel purchases are completed at our headquarters in
Chesterfield, Missouri in order to optimize pricing, quality, availability and
delivery of our raw materials. During 2003, we consumed approximately 4.1% of
the total amount of hot rolled steel produced in North America. Accordingly, we
believe we are the largest purchaser of hot rolled steel in North America. We
maintain favorable working relationships with our steel suppliers and believe we
are treated favorably with respect to volume allocations and deliveries. We
presently purchase the majority of our steel from several suppliers, with
approximately 81% of consolidated purchases made from Nucor Corporation,
Tuscaloosa Steel Corp., International Steel Group and IPSCO Steel, Inc. Nucor's
mill in Hickman, Arkansas is directly connected by rail to our Hickman
facilities, thus eliminating our freight costs for raw materials purchased from
Nucor. Unlike our Hickman facilities, our facilities in Houston, Texas; Conroe,
Texas; Elyria, Ohio; Counce, Tennessee; Ferndale, Michigan; Cedar Springs,
Georgia and Calgary, Alberta are not directly connected by rail to our primary
steel suppliers. To date, we have not experienced any significant disruption in
our supply of raw materials. Our supplies, however, have implemented
unprecedented scrap purchases that will significantly increase our cost of
steel. See "Risk Factors -- Increase in steel prices, which would increase our
costs of manufacturing our products, would likely decrease our operating
profits." for further information.
DISCONTINUED OPERATIONS
On March 29, 2002, pursuant to an asset purchase agreement dated March 21, 2002,
Maverick Tube L.P. completed the sale of our cold drawn tubular assets to
Pennsylvania Cold Drawn, LLC ("PCD") for $8.1 million, consisting of cash of
$1.2 million and the buyer's nine-year secured promissory note for $6.9 million.
During 2003, we restructured the buyer's promissory note in exchange for the
release of our guarantee of certain payment obligations and obtained additional
security including the buyer's personal guarantee and increased the outstanding
note obligation. As of December 31, 2003, we hold three notes totaling $9.5
million. We have not established reserves against these notes as we estimate the
collateral value of the equipment is adequate to cover losses, if any, we may
experience based upon an event of default.
In January 2003, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 46, "Consolidation of Variable Interest Entities" (FIN 46). A
variable interest entity is a corporation, partnership, trust or any other legal
structure used for business purposes that does not have equity investors with
voting rights or has equity investors that do not provide sufficient financial
resources for the entity to support its activities. FIN 46 requires a variable
interest entity to be consolidated by a company if that company is subject to a
majority of the risk of loss from the variable interest entity's activities or
entitled to receive a majority of the entity's residual returns, or both. The
provisions of FIN 46 are required to be adopted the last day of the first
quarter of 2004.
If we are required to consolidate PCD's operations into ours, on March 31, 2004,
the Company may record a non-cash cumulative charge based on the adoption of FIN
46, in the range of approximately $1.0 to $2.0 million to recognize PCD's prior
net losses. This would be reported as a separate line item in the consolidated
statements of income, net of tax. The charge will be based on the fair value of
the net assets of PCD.
20
EMPLOYEES
The following table shows the number of persons employed by the Company at
December 31, 2003, and the percentage of those employees that are represented by
a union contract:
NUMBER PERCENTAGE
OF REPRESENTED BY A
EMPLOYEES UNION CONTRACT
--------------------------------
Maverick 1,460 -
Prudential 566 78%
Republic Conduit 361 49%
Precision 141 -
SeaCAT 38 -
----- --
Total 2,566 24%
===== ==
ACCESS TO SEC FILINGS THROUGH COMPANY WEBSITE
Interested readers can access the Company's Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments
to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, through the Investor Relations
section of the Company's website at www.mavericktube.com. These reports can be
accessed free of charge from the Company's website as soon as reasonably
practicable after the Company electronically files such materials with, or
furnishes them to, the SEC.
ITEM 2 PROPERTIES
We maintain manufacturing facilities and sales offices throughout North America.
We believe our facilities are adequately insured, properly maintained and
equipped with machinery and equipment suitable for their use. All of our
operating facilities have been pledged as collateral under our senior revolving
credit facility. See Part II, Item 7, Management's Discussion and Analysis of
Financial Condition and Results of Operations. Our manufacturing facilities as
of December 31, 2003 are summarized below.
Maverick
We use a 225 acre site in Hickman, Arkansas primarily for three of our
manufacturing facilities. We lease our 315,000 square foot energy manufacturing
plant and storage space and 275,000 square foot structural tube manufacturing
plant (with 155,000 square feet of storage and shipping space). Each lease
provides us with an option to purchase, which is exercisable on the expiration
dates of the leases. The expiration dates are August 1, 2007 for the energy
facility and February 1, 2004 for the structural tube facility. We exercised our
option on the structural facility during February 2004. We own our third
facility, which is a 300,000 square foot large diameter manufacturing plant and
storage facility is owned by the Company. This facility manufactures both energy
and structural tubing products. A 30,000 square foot facility leased and
operated by an independant third party exists adjacent to our large diameter
facility. We use this facility for the epoxy coating of our line pipe products.
21
We own 117 acres and a 244,000 square foot facility, which manufactures oil
country tubular goods and line pipe located in Conroe, Texas. Of the 117 acres,
approximately 52 acres is used for manufacturing and storage and 65 acres is
available for future expansion.
We own 133 acres and a 64,000 square foot facility, which manufactures oil
country tubular goods, line pipe, standard pipe and rigid conduit located in
Counce, Tennessee. Of the 133 acres, approximately 25 acres is used for
manufacturing and storage and 108 acres is available for future expansion.
Each manufacturing facility operated by Maverick is served by truck, has its own
rail spur and is within close proximity of barge facilities.
We lease approximately 47,000 square feet of office space in Chesterfield,
Missouri for our executive offices under a lease that expires in 2008.
Prudential
We own our 93 acre site in Calgary, Alberta on which we have three
energy/industrial production facilities and three energy finishing facilities.
The energy/industrial production facilities are located in approximately 197,200
square feet in two buildings. Each energy finishing facility is housed in its
own building, and together they utilize approximately 81,700 square feet of
space. Adjacent to these buildings is a 94,500 square foot industrial storage
facility and a 29,900 square foot combination fabrication shop, storage and
security building. There is 12,000 square feet of space for the slitter located
in a separate building. These facilities are served by truck and have their own
rail spur.
We lease approximately 15,800 square feet of office space in Calgary, Alberta
under a lease that expires in 2008.
Precision
We own our 61 acre site in Houston, Texas for our coiled steel pipe production
facility. The coiled steel pipe facility is comprised of two buildings and
utlilizes approximately 68,100 square feet. There is 7,900 square feet of office
space located in a third building. Of the 61 acres, approximately 10 acres is
used for manufacturing and storage and 51 acres is available for future
expansion. These facilities are served by truck.
SeaCAT
We own 15 acres and a 79,300 square foot facility, which manufactures
specialized coiled steel tubing used in deepwater, sub-sea production systems
located in Houston, Texas. Of the 15 acres, approximately 7 acres is used for
manufacturing and storage and 8 acres is available for future expansion. This
facility is served by Truck.
Republic Conduit Division
We own 85 acres and a 130,000 square foot steel electrical conduit manufacturing
facility located in Cedar Springs, Georgia. Of the 85 acres, approximately 6
acres is used for manufacturing and storage and 79 acres is available for future
expansion.
We own 20 acres and a 212,000 square foot facility, which manufactures steel
electrical conduit and mechanical tubing, located in Ferndale, Michigan. Of the
20 acres, approximately 12 acres is used for manufacturing and storage and 8
acres is available for future expansion.
We own 57 acres and a 180,000 square foot facility, which manufactures rigid
conduit and mechanical tubing, located in Elyria, Ohio. Of the 57 acres,
approximately 15 acres is used for manufacturing and storage and 42 acres is
available for future expansion.
22
The Republic Conduit Division facilities are all served by truck, while Cedar
Springs, Georgia also has its own rail spur.
Property Held for Sale
We own 34 acres in Longview, Washington. This site has a 168,000 square foot
manufacturing and storage facility. The Company has a firm contract on the sale
of this property in the amount of $5,850,000 and expects to close the
transaction during the first half of 2004.
We own 37 acres in Youngstown, Ohio. This site has a 558,000 square foot
manufacturing and storage facility. The Company expects to sell the Youngstown,
Ohio land and building during 2004 as part of our planned exit from the
Youngstown, Ohio facility.
We own 4 acres in Youngstown, Ohio. This site has a 44,000 square foot office
building. The Company expects to sell the Youngstown, Ohio land and office
building during 2004 as part of our planned exit to relocate the administrative
functions of Republic Conduit.
ITEM 3 LEGAL PROCEEDINGS
From time to time, we are involved in litigation relating to claims arising out
of our operations in the normal course of our business. We maintain insurance
coverage against potential claims in an amount, which we believe to be adequate.
We believe we are not presently a party to any litigation in which the outcome
would have a material adverse effect on our business or operations.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted, during the quarter ended December 31, 2003
covered by this report, to a vote of our security holders through the
solicitation of proxies or otherwise.
23
PART II
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by Item 5 is set forth under the caption "Market For
Our Common Equity and Related Stockholder Matters" (page 45) of our 2003 Annual
Report and incorporated herein by reference.
ITEM 6 SELECTED FINANCIAL DATA
The information required by Item 6 is set forth under the caption "Historical
Financial Information" (page 44) of our 2003 Annual Report and incorporated
herein by reference.
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by Item 7 is set forth under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations" (pages
18 through 26) of our 2003 Annual Report and incorporated herein by reference.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by Item 7A is set forth under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations" (page
26) of our 2003 Annual Report and incorporated herein by reference.
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by Item 8 is set forth under the caption "Consolidated
Financial Statements," the notes thereto and the Report of Ernst & Young LLP
(pages 27 through 43) of our 2003 Annual Report and incorporated herein by
reference.
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURES
None.
ITEM 9A CONTROLS AND PROCEDURES
The Company's management, under the supervision and with the participation of
our chief executive officer and chief financial officer, have reviewed and
evaluated the effectiveness of the Company's disclosure controls and procedures
as of December 31, 2003. Based on such review and evaluation, our chief
executive officer and chief financial officer have concluded that the disclosure
controls and procedures were effective as of December 31, 2003, to ensure that
the information required to be disclosed by the Company in the reports that it
files or submits under the Securities Exchange Act of 1934, as amended, (a) is
recorded, processed, summarized and reported within the time period specified in
the SEC's rules and forms and (b) is accumulated and communicated to the
Company's management, including the officers, as appropriate to allow timely
decisions regarding required disclosure. There were no material changes in the
Company's internal control over financial reporting during the fourth quarter of
2003 that have materially affected or are reasonably likely to materially affect
the Company's internal controls over financial reporting.
24
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information contained under the caption "Item 1 - Election of Directors" of
our definitive proxy statement, with respect to directors, executive officers,
code of ethics, audit committee and audit committee financial experts of the
Company and Section 16(c) beneficial ownership reporting compliance, is
incorporated herein by reference in response to this item.
Set forth below are descriptions of the backgrounds of our executive officers
and their principal occupations for at least the last five years:
Gregg Eisenberg (age 53) 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. Prior to joining the Company in 1983, he was employed with
Central Steel Tube Company for six years. He is the current president, a former
director and past chairman of the Committee on Pipe and Tube Imports.
James A. Cowan (age 46) has served as Executive Vice President and Chief
Operating Officer since March 2003. Prior to joining the Company, he was
employed as President of V&M Star Tubular Corporation (formerly the Tubular
Division of North Star Steel) based in Youngstown, Ohio since 1998.
Pamela G. Boone (age 40) has served as Vice President - Finance and
Administration, Treasurer, Secretary and Chief Financial Officer of the Company
since March 2001. From January 1997 to March 2001, Ms. Boone served as Corporate
Controller. From 1994 until she became Corporate Controller, she served as the
Company's budget and tax accounting manager.
T. Scott Evans (age 56) has served as Senior Vice President - Sales and
Marketing of the Company since February 2003. From September 1992 to February
2003, Mr. Evans served as the Company's Vice President - Commercial Operations.
Prior to joining the Company in 1988 as General Sales Manager, he was employed
with Wolverine Tube Corporation. From January 1981 to June 1986, Mr. Evans was
employed with Republic Steel Corporation.
Sudhakar Kanthamneni (age 56) has served as Senior Vice President -
Manufacturing and Technology of the Company since February 2003. From August
1992 to February 2003, Mr. Kanthamneni served as the Company's Vice President -
Manufacturing and Technology. From May 1991 to August 1992, Mr. Kanthamneni
served as the Company's Vice President - Manufacturing. Prior to joining the
Company in 1987, he was employed with Central Steel Tube Company for ten years.
Richard W. Preckel (age 44) has served as Vice President - Strategic Services of
the Company since February 2003. From November 2000 to February 2003, Mr.
Preckel was the Company's Vice President of Canadian Operations. From 1994 to
November 2000, Mr. Preckel was the Company's General Manager of Marketing
Services. Mr. Preckel joined the Company in 1987 and served as the Company's
Manager of Planning and Budgets, Controller of the Texas facility and Accounting
Manager.
ITEM 11 EXECUTIVE COMPENSATION
The information required by Item 11 is set forth under the caption "Executive
Compensation" of our definitive proxy statement and incorporated herein by
reference. Our definitive proxy statement is being filed with the Securities and
Exchange Commission within 120 days of the end of our most recent fiscal year.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 is set forth under the caption "Security
Ownership of Management" and under the caption "Securities Authorized For
Issuance Under Equity Compensation Plans," of our
25
definitive proxy statement and incorporated herein by reference. Our definitive
proxy statement is being filed with the Securities and Exchange Commission
within 120 days of the end of our most recent fiscal year.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is set forth under the caption "Certain
Relationships and Related Transactions" of our definitive proxy statement and
incorporated herein by reference. Our definitive proxy statement is being filed
with the Securities and Exchange Commission within 120 days of the end of our
most recent fiscal year.
ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by Item 14 is set forth under the caption "Fees Billed By
Independent Public Accountants" of our definitive proxy statement and
incorporated herein by reference. Our definitive proxy statement is being filed
with the Securities and Exchange Commission within 120 days of the end of our
most recent fiscal year.
26
ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
The consolidated financial statements of the Company,
including the notes thereto, required in response to this item
as set forth in response to Part II, Item 8 of this Annual
Report are incorporated herein by reference to the Company's
2003 Annual Report and are filed herewith as Exhibit 13.
- Report of Independent Auditors (page 27).
- Consolidated Balance Sheets as of December 31, 2003
and 2002 (page 28).
- Consolidated Statements of Income for the years ended
December 31, 2003, 2002 and 2001 (page 29).
- Consolidated Statements of Stockholders' Equity for
the years ended December 31, 2003, 2002 and 2001
(page 30).
- Consolidated Statements of Cash Flows for the years
ended December 31, 2003, 2002 and 2001 (page 31).
- Notes to Consolidated Financial Statements (pages
32-43).
2. Financial Statement Schedule
The following consolidated financial statement schedule of the
Company is included with this Annual Report on Form 10-K:
Schedule II Valuation and Qualifying Accounts for the years
ended December 31, 2003, 2002 and 2001.
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:
The exhibits listed on the Exhibit Index of this Annual Report
are incorporated herein by reference or filed herewith as
required by item 601 of Regulation S-K (each management
contract or compensatory plan or arrangement listed therein is
identified).
(b) Reports on Form 8-K:
The Company filed one report on Form 8-K during the quarter ended December 31,
2003. Information regarding the items reported on is as follows:
Date Item Reported On
December 19, 2003 The Company provides clarification on industry wide cost
and selling price increases.
27
MAVERICK TUBE CORPORATION
AND SUBSIDIARIES
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 December 31, 2001:
Deducted from asset account:
Accounts receivable allowances $ 2,141 $ 327 $ -- $ 56 (1) $ 2,412
Valuation allowance for deferred
income taxes $ 2,377 $ -- $ -- $(1,376) (2) $ 1,001
Year ended December 31, 2002:
Deducted from asset account:
Accounts receivable allowances $ 2,412 $ 449 $2,327 (3) $ -- $ 5,188
Valuation allowance for deferred
income taxes $ 1,001 $ -- $ -- $(1,001)(4) $ --
Year ended December 31, 2003:
Deducted from asset account:
Accounts receivable allowances $ 5,188 $ 298 $ -- $ 72 (1) $ 5,414
Valuation allowance for deferred
income taxes $ -- $ -- $ -- $ 53 (5) $ 53
(1) Uncollectible accounts written off, net of recoveries.
(2) Resulted from generating taxable income at our Longview, Washington
facility.
(3) Acquired allowances as a result of the Precision and the Republic Conduit
acquisitions during 2002.
(4) Resulted from generating taxable income at our Hickman, Arkansas facility.
(5) Resulted from losses incurred at the Company's United Kingdom facility.
28
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Maverick Tube Corporation
---------------------------------------------
(registrant)
March 8, 2004 /s/ Gregg Eisenberg
---------------------------------------------
Gregg Eisenberg, Chairman, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
March 8, 2004 /s/ Gregg Eisenberg
---------------------------------------------
Gregg Eisenberg, Chairman, President
and Chief Executive Officer and Director
(Principal Executive Officer)
March 8, 2004 /s/ Pamela G. Boone
---------------------------------------------
Pamela G. Boone, Vice President - Finance and
Administration
(Principal Financial and Accounting Officer)
March 8, 2004 /s/ Paul G. McDermott
---------------------------------------------
Paul G. McDermott, Director
March 8, 2004 /s/ C. Robert Bunch
---------------------------------------------
C. Robert Bunch, Director
March 8, 2004 /s/ C. Adams Moore
---------------------------------------------
C. Adams Moore, Director
March 8, 2004 /s/ David H. Kennedy
---------------------------------------------
David H. Kennedy, Director
March 8, 2004 /s/ Wayne P. Mang
---------------------------------------------
Wayne P. Mang, Director
March 8, 2004
---------------------------------------------
J. Donald Wilson, Director
29
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
2.1 Combination Agreement by and between the Registrant and Prudential
Steel Ltd. dated as of June 11, 2000, incorporated herein by reference
to Annex B to our definitive proxy statement filed on August 11, 2000
(File No. 001-10651).
2.2 Form of Plan of Arrangement involving and affecting Prudential Steel
Ltd. and the holders of its common shares and options, incorporated
herein by reference to Annex D to our definitive proxy statement filed
on August 11, 2000 (Filed No. 001-10651).
2.3 Stock Purchase Agreement dated as of February 12, 2002 by and among the
Registrant, Precision Tube Holding Corporation and the shareholders of
Precision Tube Holding Corporation, incorporated herein by reference to
Exhibit 2.1 to the Registrant's Form 8-K filed on February 14, 2002.
2.4 Asset Purchase Agreement By and Among The LTV Corporation, the Other
Sellers Named Herein and the Registrant dated as of October 15, 2002,
incorporated herein by reference to Exhibit 2.1 to the Registrant's
Form 8-K filed on October 16, 2002.
2.5 Plan of Reorganization and Agreement of Merger dated as of February 19,
2003 by and among the Registrant, SC Acquisition, L.P., SeaCAT
Corporation and certain shareholders of SeaCAT Corporation,
incorporated herein by reference to Exhibit 2.1 to the Registrant's
Form 8-K filed on February 20, 2003.
3.1 Amended and Restated Certificate of Incorporation of the registrant, as
amended, incorporated herein by reference to Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000.
3.2 Amended and Restated Bylaws of the Registrant, as amended, incorporated
herein by reference to Exhibit 3.2 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended September 30, 1998.
3.3 Amend and Restated Bylaws of the Registrant, as amended, incorporated
herein by reference to Exhibit 3.1 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 2002.
4.1 Form of Amended and Restated Shareholder Rights Agreement, dated as of
September 22, 2000 between the Registrant and Harris Trust and Savings
Bank (which includes as Exhibit A thereto the Form of Preferred Stock
Rights Certificate) incorporated herein by reference to Exhibit (5) of
the Registrant's Form 8-A/A filed on September 26, 2000.
4.2 Form of Stock Certificate for Common Stock, incorporated herein by
reference to Exhibit 4.1 to the Registrant's Registration Statement on
Form S-1, (File No. 33-37363).
4.3 Form of Stock Certificate for Series II or Special Voting Preferred
Stock, incorporated herein by reference to Exhibit 4.3 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000.
4.4 Form of Share Capital and other Provisions to be included in the
Articles of Incorporation of Maverick Tube (Canada) Inc., incorporated
herein by reference to Annex E to our definitive proxy statement filed
on August 11, 2000 (File No. 001-10651).
4.5 Form of Support Agreement by and between the Registrant and Maverick
Tube (Canada) Inc., incorporated herein by reference to Annex F to our
definitive proxy statement filed on August 11, 2000 (File No.
001-10651).
30
4.6 Form of Voting and Exchange Trust Agreement by and between the
Registrant, Maverick Tube (Canada), Inc. and CIBC Mellon Trust Company,
incorporated herein by reference to Annex G to our definitive proxy
statement filed on August 11, 2000 (File No. 001-10651).
4.7 Indenture, dated as of June 9, 2003, between Maverick Tube Corporation
and the Bank of New York, incorporated herein by reference to Exhibit
4.3 to the Registrant's Registration Statement on Form S-3, filed on
July 11, 2003 (File No. 33-106976).
4.8 Form of 4.00% Convertible Senior Subordinated Note due 2033,
incorporated herein by reference to Exhibit A of the Indenture filed on
Exhibit 4.3 to the Registrant's Registration Statement on Form S-3,
filed on July 11, 2003 (File No. 33-106976).
4.9 Registration Rights Agreement dated as of June 9, 2003 by and among
Maverick Tube Corporation and J.P. MorganSecurities, Inc., Jefferies &
Co., Inc. and Raymond James & Associates, Inc., incorporated herein by
reference to Exhibit 4.5 to the Registrant's Registration Statement on
Form S-3, filed on July 11, 2003 (File No. 33-106976).
4.10 Supplemental Indenture, dated as of October 24, 2003, between Maverick
Tube Corporation and the Bank of New York, incorporated herein by
reference to Exhibit 4.6 to the Registrant's Registration Statement on
Form S-3/A, filed on October 27, 2003 (File No. 33-106976).
10.1 Lease and Agreement dated July 24, 1992, by and between the Registrant
and the Arkansas Development Finance Authority (the "Authority"),
incorporated herein by reference to Exhibit 10.7 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended September 30,
1992.
10.2* Maverick Tube Corporation Savings for Retirement Plan effective on
February 15, 1988, as amended, incorporated herein by reference to
Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1993.
10.3 Lease Agreement dated as of March 1, 1994, between the Authority, as
lessor, and the Registrant as lessee, related to the Registrant's
Arkansas Structural Facility, incorporated herein by reference to
Exhibit 10.14 to the Registrant's Registration Statement on Form S-2,
(File number 33-80096).
10.4 First Supplemental Trust Indenture to Lease Agreement between the
Authority, as lessor and the Registrant, as lessee relating to the
Registrant's Arkansas Structural Facility, dated July 1, 1994,
incorporated herein by reference to Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the period ended June 30, 1994.
10.5* The Maverick Tube Corporation 1994 Stock Option Plan, incorporated
herein by reference to Exhibit 10.17 of the Registrant's Annual Report
on Form 10-K for the fiscal year ended September 30, 1994.
10.6* The Maverick Tube Corporation Director Stock Option Plan, incorporated
herein by reference to Exhibit 10.18 of the Registrant's Annual Report
on Form 10-K for the fiscal year ended September 30, 1994.
10.7* Form of Deferred Compensation Agreement between the Registrant and
Messrs. Gregg Eisenberg, T. Scott Evans and Sudhakar Kanthamneni dated
October 1, 1995, incorporated herein by reference to Exhibit 10.22 of
the Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1996.
10.8* Form of Severance Agreement dated December 10, 1998, by and among the
Registrant and Gregg Eisenberg, Sudhakar Kanthamneni and T. Scott
Evans, incorporated herein by reference to Exhibit 10.16 of the
Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1998.
31
10.9* Amendment #1 to the Maverick Tube Corporation Director Stock Option
Plan, incorporated herein by reference to Exhibit 10.24 of the
Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1996.
10.10* Amendment #1 to the Maverick Tube Corporation 1994 Stock Option Plan,
incorporated herein by reference to Exhibit 10.21 of the Registrant's
Annual Report on Form 10-K for the fiscal year ended September 30,
1997.
10.11 Agreement of Limited Partnership between the Registrant, Maverick
Investment Corporation and Maverick Tube L.P., incorporated herein by
reference to Exhibit 10.13 of the Registrant's Annual Report on Form
10-K for the fiscal year ended September 30, 1998.
10.12* The Registrant's Amended and Restated Prudential Steel Ltd. Stock
Option Plan incorporated herein by reference to Exhibit 99.1 of the
Registrant's Form S-8 filed on September 27, 2000, (File No.
335-46740).
10.13* Amended and Restated Prudential Steel Ltd. Pension Plan for Salaried
Employees restated effective January 1, 1992 and including amendments
to January 1, 1998, incorporated herein by reference to Exhibit 10.15
of the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000 (In Canadian Dollars).
10.14 Lease and Agreement dated January 10, 2001, by and between the
Registrant and Commercial Resins Company, Inc., incorporated herein by
reference to Exhibit 10.18 of the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 2000.
10.15* Prudential Steel Ltd. Supplemental Employees' Retirement Plan dated as
of January 1, 1994, incorporated herein by reference to Exhibit 10.19
of the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000.
10.16 First Amendment to Amended and Restated Secured Credit Agreement,
incorporated herein by reference to Exhibit 10.1 of the Registrant's
Quarterly Report on Form 10-Q for the period ended March 31, 2001.
10.17* Second Amendment to the 1994 Stock Option Plan, incorporated herein by
reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form
10-Q for the period ended March 31, 2001.
10.18 Amending Letter to the Letter Agreement dated December 27, 2000 between
Prudential Steel Ltd. and Royal Bank of Canada, incorporated herein by
reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form
10-Q for the period ended September 30, 2001.
10.19 Waiver Letter to the Amended and Restated Secured Credit Agreement
among the Registrant and Harris Trust and Savings Bank as Agent dated
as of December 28, 2000, incorporated herein by reference to Exhibit
10.2 of the Registrant's Quarterly Report on Form 10-Q for the period
ended September 30, 2001.
10.20 Amended and Restated Credit Agreement dated as of December 31, 2002 by
and among the Registrant and its subsidiaries, on the one hand, and JP
Morgan Chase Bank, CIT Business Credit Canada Inc., General Electric
Capital Corporation, and other financial lenders now or hereinafter a
party to the agreement, on the other hand, incorporated herein by
reference to Exhibit 10.1 of the Registrant's Form 8-K filed on January
3, 2003.
10.21* Collective Bargaining Agreement between the Registrant. And the United
Steelworkers of America, effective as of January 1, 2003 through
November 15, 2005, incorporated herein by reference to Exhibit 10.30 of
the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002.
32
10.22* Collective Bargaining Agreement between the Registrant. And the United
Steelworkers of America, effective as of January 1, 2003 through
November 15, 2005, incorporated herein by reference to Exhibit 10.31 of
the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002.
10.23* Employment contract between the Registrant and Jim Cowan dated February
20, 2003, incorporated herein by reference to Exhibit 10.3 of the
Registrant's Quarterly Report on Form 10-Q for the period ended March
31, 2003.
10.24 First Amendment to Amended and Restated Credit Agreement dated as of
February 28, 2003 among Registrant and its subsidiaries, on the one
hand, and the Senior Lenders, on the other hand, incorporated herein by
reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form
10-Q for the period ended June 30, 2003.
10.25 Second Amendment to Amended and Restated Credit Agreement dated as of
June 2, 2003 among Registrant and its subsidiaries, on the one hand,
and the Senior Lenders, on the other hand, incorporated herein by
reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form
10-Q for the period ended June 30, 2003.
10.26 Third Amendment to Amended and Restated Credit Agreement dated as of
September 19, 2003 among Registrant and its subsidiaries, on the one
hand, and the Senior Lenders, on the other hand, incorporated herein by
reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form
10-Q for the period ended September 30, 2003.
10.27 Fourth Amendment to Amended and Restated Credit Agreement dated as of
December 16, 2003 among Registrant and its subsidiaries, on the one
hand, and the Senior Lenders, on the other hand, filed herewith.
10.28* Severance Agreement dated February 19, 2003, by and among the
Registrant and Jim Cowan, filed herewith.
12 Computation of Earnings to Fixed Charges, filed herewith.
13 Portions of Registrant's 2003 Annual Report to Stockholders which are
incorporated by reference herein, filed herewith.
14 Code of Business Conduct and Ethics, filed herewith.
21 Subsidiaries of the Registrant, filed herewith.
23.1 Consent of Ernst & Young LLP, independent auditors, filed herewith.
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and
Rule 15d-14(a) of the Securities Exchange Act, as amended, filed
herewith.
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and
Rule 15d-14(a) of the Securities Exchange Act, as amended, filed
herewith.
33
32.1 Certificate (Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002) of Chief Executive
Officer, filed herewith
32.2 Certificate (Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002) of Chief Financial
Officer, filed herewith.
* Management contract or compensatory plan or arrangement.
34