MAVERICK TUBE CORPORATION
10-Q, 1996-08-13
STEEL PIPE & TUBES
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                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the quarterly period ended June 30, 1996

                                                                  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: 1-10651


                            MAVERICK TUBE CORPORATION

State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization                                Identification No.)

DELAWARE                                                     43-1455766

                           MAVERICK TUBE CORPORATION
                            400 Chesterfield Center
                                  Second Floor
                          Chesterfield, Missouri 63017
                                (314) 537 - 1314


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No ____


                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

Title                                                        Outstanding

Common Stock, $.01 Par Value                                     7,472,071 
as of August 6, 1996

<PAGE>
<TABLE>
<CAPTION>

                    MAVERICK TUBE CORPORATION AND SUBSIDIARY

                                      INDEX
                                                                                PAGE NO.
<S>       <C>                                                                       <C>

PART I.   FINANCIAL INFORMATION                                                 

Item 1.   Financial statements (Unaudited)

           Condensed Consolidated Balance Sheets -- June 30, 1996
           and September 30, 1995                                                   3

           Condensed Consolidated Statements of Operations -- Three and
           nine month periods ended June 30, 1996 and 1995                          4

           Condensed Consolidated Statement of Cash Flows -- Nine
           months ended June 30, 1996 and 1995                                      5

           Notes to Condensed Consolidated Financial Statements                     6

Item 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                                7

PART II.   OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K                                        12

SIGNATURE PAGE                                                                     13


</TABLE>
<PAGE>

Part I.  Financial Information

Item 1.  Financial Statements (Unaudited)
<TABLE>
<CAPTION>

                    MAVERICK TUBE CORPORATION AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

                                                               JUNE 30,           SEPTEMBER 30,
                                                                 1996                1995
                                                              (Unaudited)           (Note)
                                                              -----------         ------------
<S>                                                              <C>              <C>    

ASSETS
CURRENT ASSETS
     Cash and cash ........................................      $  1,601         $    491
     Accounts receivable, less allowances of $392 and
       $306 on June 30, 1996 and September 30, 1995,
     respectively .........................................        17,907           18,914
     Inventories (See Notes 2 & 3).........................        45,953           33,272
     Deferred income taxes.................................           645              645
     Prepaid expenses and other current assets.............           638              896
     assets
                                                                 --------          -------
         Total current ....................................        66,744           54,218
     assets

PROPERTY, PLANT AND EQUIPMENT
     Less accumulated depreciation (June 30, 1996 -
       $20,532; September 30, 1995 - $16,824)..............        50,794            51,168

Other Assets...............................................         1,052             1,108
                                                                 --------          --------

TOTAL ASSETS...............................................      $118,590          $106,494
                                                                 ========          ========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
     Accounts payable......................................      $ 24,350          $ 17,419
     Accrued expenses and other liabilities................         5,407             3,732
     Deferred revenue (See Note 2) ........................         5,964                --
     Current maturities of long-term debt .................         2,448             2,795
     debt
                                                                  --------         --------

         Total current liabilities.........................        38,169            23,946

LONG TERM DEBT, less current maturities....................        16,009            18,045


REVOLVING CREDIT FACILITY .................................        10,000            15,000

STOCKHOLDERS' EQUITY
     Common stock, $.01 par value;
         20,000,000 authorized shares,
         7,472,071 issued .................................            75                74
     shares
     Additional paid-in capital............................        37,673            37,469
     Retained earnings.....................................        16,664            11,960
                                                                 --------          --------

         Total stockholders' equity........................        54,412            49,503
                                                                 --------          --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.................      $118,590          $106,494
                                                                 ========          ========
<FN>

 ...................................................................................................................................
Note:  The condensed  consolidated balance sheet at September 30, 1995, has been
       derived from the audited consolidated financial statements at that date.
 ...................................................................................................................................

See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                    MAVERICK TUBE CORPORATION AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                        (In thousands, except share data)
                                   (Unaudited)

                                                     Three months ended                     Nine months ended
                                                          June 30                                June 30
                                                1996                1995               1996                1995
                                          ---------------------------------------------------------------------
<S>                                          <C>                 <C>               <C>                 <C>    


NET SALES (See Note 2) ...................   $56,333             $38,031           $142,067            $121,484

COSTS and EXPENSES
     Cost of goods sold ..................    49,750              36,165            126,886             115,192
     Selling, general and                                                                            
     administrative.......................     2,823               2,174              7,320               5,746 
     Structural start-up costs ...........        --                  --                 --                 245
                                              ------              ------            -------             -------
     Income (loss) from operations 
        (See Note 2) .....................     3,760                (308)             7,861                 301

OTHER INCOME (EXPENSE)
     Interest expense ....................      (602)               (870)            (1,963)             (2,330)
     Other income (expense) ..............        36                 773                (18)                793
                                              ------              ------            -------             -------
     Income (loss) before income 
        taxes (See Note 2) ...............     3,194                (405)             5,880              (1,236)

 PROVISION FOR INCOME TAXES ..............       639                (101)             1,176                (309)
                                              ------              ------            -------             -------

NET INCOME (LOSS) (See Note 2) ...........    $2,555               ($304)            $4,704               ($927)
                                              ======              ======             ======             =======

EARNINGS (LOSS) PER COMMON AND
     COMMON EQUIVALENT SHARE 
     (See Note 2)                              $0.34              ($0.04)             $0.63              ($0.12)
                                              ======              ======             =======            =======

Earnings (loss) per common and common equivalent share calculation:

Net income (loss) (See Note 2) ...........    $2,555               ($304)            $4,704               ($927)

Average shares                             
outstanding...............................  7,472,071          7,440,229          7,468,964           7,440,229

Net income (loss) /average
shares outstanding (See Note 2) ..........     $0.34              ($0.04)             $0.63              ($0.12)
                                              ======              ======             ======             ======= 
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                    MAVERICK TUBE CORPORATION AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Unaudited, in thousands)

                                                                           Nine Months Ended
                                                                              June 30,
                                                                          1996            1995
                                                                        ------------------------
<S>                                                                    <C>              <C>    

OPERATING ACTIVITIES
  Net income (loss)...............................................      $4,704             ($927)
  Adjustments  to reconcile  net income  (loss) to net cash  provided  
    (used) by operating activities:
    Depreciation and amortization ................................       3,877             3,459
    Provision for accounts receivable allowances .................          85               (20)
    (Gain) loss on sale of equipment .............................          --               (20)
    Changes in operating assets and liabilities:
       (Increase) decrease in accounts receivable ................         922            (2,494)
       (Increase) in inventories .................................     (12,680)          (10,391)
       (Increase) decrease in prepaid expenses 
         and other assets ........................................         456               (21)
       Increase (decrease) in accounts payable ...................       6,932            (1,917)
       Increase in accrued liabilities and other          
          expenses................................................       1,675              (291)
       Increase in deferred revenue (See Note 2)                         5,964                --
                                                                        ------            ------
       Cash (used) provided by operating activities ..............      11,935           (12,622)

INVESTING ACTIVITIES
  Purchases of property, plant and equipment .....................      (3,334)           (5,085)
  Proceeds from sale of equipment ................................          --                20
  Other ..........................................................        (314)             (104)
                                                                        ------             -----
       Cash used by investing activities .........................      (3,648)           (5,169)

FINANCING ACTIVITIES
  Proceeds from borrowings .......................................      43,100            56,442
  Principal payments on borrowings ...............................     (50,483)          (39,008)
                                                                        ------            ------
                                                                        (7,383)           17,434
  Net proceeds from sale of common stock .........................         206                --
                                                                        ------            ------
       Cash (used) provided by financing activities ..............      (7,177)           17,434
  Increase (Decrease) in cash and cash equivalents ...............       1,110              (357)
Cash and cash equivalents at beginning of period .................         491               884
                                                                        ------            ------
Cash and cash equivalents at end of period .......................      $1,601              $527
                                                                        ======            ======

Supplemental  disclosures of cash flow information:  Cash paid during the period
  for:
Interest..........................................................     $2,087            $2,525
       
Income taxes .....................................................       $785             ($127)
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>

<PAGE>

                    MAVERICK TUBE CORPORATION AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
         
(1)      BASIS OF PRESENTATION

         The condensed consolidated financial statements include the accounts of
         Maverick  Tube   Corporation   (the  "Company")  and  its  wholly-owned
         subsidiary,   Maverick  Tube   International,   Inc.  All   significant
         intercompany balances and transactions have been eliminated.

         The accompanying  unaudited condensed consolidated financial statements
         have been prepared in accordance  with  generally  accepted  accounting
         principles for interim financial  information and with the instructions
         to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
         include all of the  information  and  footnotes  required by  generally
         accepted accounting  principles for complete financial  statements.  In
         the  opinion  of  management,  all  adjustments  (consisting  of normal
         recurring items) considered necessary for a fair presentation have been
         included.  Operating  results for the nine month  period ended June 30,
         1996,  are  not  necessarily  indicative  of the  results  that  may be
         expected  for  the  year  ended   September   30,  1996.   For  further
         information,   refer  to  the  consolidated  financial  statements  and
         footnotes  thereto included in the Company's annual report on Form 10-K
         for the year ended September 30, 1995.

(2)      REVENUE RECOGNITION

         The  Company,  effective  January  1, 1996,  records  revenue on energy
         products  at the date of shipment  pursuant  to customer  instructions,
         rather  than its  previous  practice of  recording  revenue at the time
         goods  were set aside for  customers  at the  customer's  request.  The
         previous  practice  was not material to prior  periods,  nor is the new
         practice  expected  to have any  material  effect  on  future  periods.
         However, included in the results of the nine months ended June 30, 1996
         was a one-time  effect of this change in practice  which  resulted in a
         reduction in net sales, gross margins,  earnings and earnings per share
         of $8.7 million,  $1.0 million,  $839,000 and $0.11,  respectively  and
         recorded during the second fiscal quarter.


<PAGE>

(3)      INVENTORIES

         The components of inventories consisted of the following:
<TABLE>
<CAPTION>

                                                            June 30,             September 30,
                                                               1996                     1995
                                                                   (In thousands)
                  <S>                                      <C>                     <C>    

                  Finished goods                           $25,096                 $16,457
                  Work-in-process                            2,458                   2,799
                  Raw materials                              9,498                   7,554
                  In-transit materials                       5,635                   3,458
                  Storeroom parts                            3,266                   3,004
                                                     -------------------------------------
                                                           $45,953                 $33,272
                                                     =====================================

<FN>

         Inventories  are  principally  valued at the lower of  average  cost or
         market.
</FN>
</TABLE>
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

OVERVIEW

The Company's  products consist of electrical  resistance welded ("ERW") tubular
products  sold  primarily  into  energy  and  industrial  applications  in North
America.  The Company's energy segment includes Oil Country Tubular Goods (OCTG)
and line pipe which are sold primarily to  distributors  who supply end users in
the energy  industry.  The Company's  industrial  products  segment  consists of
structural tubing and standard pipe which are sold primarily to distributors who
supply  end  users  in  construction,   transportation,  agriculture  and  other
industries.  Demand for the Company's energy related products depends  primarily
upon the number of oil and natural gas wells being  drilled in the United States
and Canada,  the depth and drilling  conditions of these wells and the number of
well completions,  which are in turn primarily  dependent on oil and natural gas
prices.  Domestic  consumption of OCTG is supplied by domestic and foreign pipe.
Given the numerous  applications for the Company's industrial products,  sources
of demand for such products are diversified.  Such demand  generally  depends on
the general  level of economic  activity  in the  construction,  transportation,
agricultural, material handling and recreational segments, the use of structural
tubing as a substitute  for other  structural  steel forms,  such as I-beams and
H-beams, and draw downs of existing inventories.

According to published  industry  reports,  domestic  drilling  activity and the
demand for the Company's OCTG products rose by 12% and 24%, respectively for the
quarter  ended June 30,  1996,  as compared  to the same period of the  previous
year.  The increase in  consumption  per rig was due to a higher  portion of gas
wells being  drilled  and  increased  rig  efficiencies.  Natural  gas  drilling
increased  by 35% during the quarter as compared  to a year  earlier,  while oil
related drilling  decreased by 8%. The Company believes that the increase in gas
drilling  was due to 50% higher gas prices  when  compared to the same period of
the prior  fiscal  year while the  decline in oil  drilling,  despite  continued
higher oil prices,  was due to  pessimism  as to future  pricing for oil, due to
Iraq's  pending  re-entry  into the world  oil  markets.  The  trend in  overall
drilling  during the  quarter  continued  upward,  as drilling at the end of the
quarter was 15% higher than the year before.


Domestic  OCTG  producers  benefited  from a 17%  reduction  in  imports of OCTG
products  during the quarter from the levels of a year ago.  Import  penetration
fell to an estimated 12% during the third quarter of fiscal 1996 from 18% during
the same quarter last year.  The domestic OCTG business also  benefited  from an
estimated 58% increase in exports  during the quarter,  with exports  accounting
for an estimated 19% of domestic production during the quarter. Inventories also
increased slightly during the quarter,  compared to a more significant draw down
of inventories  during the same period last year.  The swing in inventories  was
equal to approximately 11% of new OCTG demand.

According to  published  reports,  total  domestic  production  increased by 43%
during the  quarter,  based on a 40%  increase of  shipments  into the  domestic
market and the increase in exports.  The Company  believes that the strengthened
demand for Maverick's land oriented OCTG and reduced  competition  from seamless
producers who shifted production into Gulf of Mexico operations were responsible
for a significantly  increased market share. Maverick's energy related shipments
during the quarter increased by 64% from the same quarter last year.
<PAGE>

Management  estimates the demand for the  Company's  structural  tube  (commonly
referred to as hollow  structural  sections or HSS) products  increased by 4% in
the quarter. In addition,  management estimates imports of HSS products declined
by  approximately  20%.  Further,  inventories of HSS held by distributors  were
stable  during  the  quarter,  as  opposed  to the same  quarter  last year when
inventories  were being  reduced.  As a result of the above  market  conditions,
domestic  shipments of HSS rose by 32%. The  Company's  shipments of  industrial
products  rose by 34%, due to a 33% increase in HSS shipments and a 36% increase
in standard pipe shipments.

Pricing of the Company's  products was  generally  lower during the quarter when
compared to last year. Pricing for the Company's energy products was up by 0.4%,
due to an improved mix offsetting some lower unit sales prices.  Pricing for the
Company's  industrial products has fallen by approximately $50 per ton, or 9% as
compared to the quarter ended June 30, 1995, due primarily to lower  replacement
costs for steel. The Company has announced pricing increases on all the products
the Company makes as has the Company's principal  competitors.  In the Company's
energy  business,  substantial  backlogs  of  price  protected  products  exist,
delaying the impact of price  increase  efforts.  While the Company is receiving
orders  at  higher  prices,  there is no  assurance  as to how much and when the
overall average prices of the Company's products will increase.

Steel costs included in cost of goods sold  decreased  during the quarter by $30
per ton, or 8% due to previous  declines in steel costs.  Steel costs during the
quarter were generally  below  replacement  costs.  Previously  announced  price
increases for steel will cause the Company's steel costs to rise by an estimated
6 - 9% during the fourth  quarter of fiscal 1996,  at which time costs will have
risen to a level approximating  replacement costs. The Company believes that the
reason for  increasing  steel costs is supply related rather than demand related
as substantial production outages at several steel manufacturers occurred during
the last several months,  significantly  reducing the availability of hot rolled
steel. These outages were temporary and full production has been  reestablished.
In addition,  the supply of steel is  continuing  to increase  significantly  as
seven new steel mills are  scheduled to begin or have begun the  production  and
sale of hot rolled steel by the end of the year .

Certain  statement  contained in the above discussion as well as other statement
contained in the remaining  portion of "Management's  Discussion and Analysis of
Financial  Condition and Results of Operations"  regarding  matters that are hot
historical facts (including  statements as to the beliefs or expectations of the
Company) are forward-looking statements. 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  affect on  drilling  levels  and  demand for the
Company's energy-related products, the future impact of industry-wide draw-downs
of inventories and future import levels. Uncertainty also exists as to the trend
and direction of both product-pricing and purchased steel costs.

<PAGE>

RESULTS OF OPERATIONS


In the third  quarter of fiscal 1996 and first nine months of fiscal  1996,  net
sales  increased  $18.3  million,   or  48.1%  and  $20.6  million,   or  16.9%,
respectively,  over the comparable  periods of the preceding fiscal year. Energy
sales  increased $15.9 million or 62.3% for the third quarter and increased $5.4
million  or 5.7% for the nine  months  ended  June 30,  1996,  while  industrial
products  sales  increased  $2.4  million  or 19.1%  for the third  quarter  and
increased $15.2 million or 57.5% for the nine months ended June 30, 1996.  These
results  were  attributable  primarily  to  an  increase  of  53.0%  and  21.4%,
respectively  in total product  shipments,  from 62,432 tons in the third fiscal
quarter  of 1995 to 95,516  tons in the third  fiscal  quarter  of 1996 and from
198,463  tons in the first nine  months of fiscal  1995 to  240,911  tons in the
first nine months of fiscal 1996. Energy tons increased 25,468 tons, or 63.7% in
the third quarter of 1996 as compared to the third quarter of 1995 and increased
5,609 tons or 3.7% in the first  nine  months of 1996 as  compared  to the first
nine months of 1995. Sales of industrial  product increased 7,617 tons, or
33.9% in the third  quarter of 1996 as compared to the third quarter of 1995 and
increased  36,839  tons or 77.6% in the first nine months of 1996 as compared to
the first nine months of 1995. The sales and shipments of energy products during
the third fiscal  quarter of 1996 was increased  substantially  due primarily to
(1)  increased  activity in gas  drilling by 35%,  (2) other  domestic  seamless
producers  reducing their shipments into Maverick's  traditional market segment,
and (3) a reduction in imports by  approximately  17%. The increase in sales and
shipments of industrial products was due to Maverick's continued  penetration of
Maverick's  the  structural  tube market,  continued  focus on the standard pipe
market  during  the  third  quarter  of  1996  and a  reduction  of  imports  by
approximately  20%.  Average net selling prices for energy  products  during the
third quarter of fiscal 1996 and the nine months ended June 30, 1996 as compared
to the comparable periods of fiscal 1995 remained  relatively stable (decreasing
by only 0.8%) from an average of $638 per ton to $633 per ton and (increasing by
only  1.9%)  from an  average  of $630 per ton to $642  per  ton,  respectively.
Average selling price for industrial products during the third quarter of fiscal
1996 and the nine  months  ended June 30,  1996 as  compared  to the  comparable
periods of fiscal 1995 decreased  11.0% (from an average of $557 per ton to $496
per  ton)  and  11.3%  (from  an  average  of $556  per ton to  $493  per  ton),
respectively.  This decrease was due primarily to a comparable  decline in steel
prices.

Cost of goods sold increased  $13.6 million or 37.6% and $11.7 million or 10.2%,
in the  third  quarter  of  fiscal  1996  and the  first  nine  months  of 1996,
respectively  over the comparable  periods of fiscal 1995.  Energy cost of goods
sold increased $11.4 million, or 45.5% and decreased $2.3 million or 2.5% in the
third quarter and the first nine months of fiscal 1996, respectively. Industrial
products cost of goods sold increased $2.2 million or 19.8% and increased  $14.0
million or 58.2% in the third  quarter and the first nine months of fiscal 1996,
respectively.  The overall  increase  was due  primarily  to  increased  product
shipments.  However,  the overall  unit cost per ton of product  sold  decreased
10.0% (from an average of $579 to $521) in the third  quarter of fiscal 1996 and
decreased  9.3% (from an average of $580 to $527) in the nine month period ended
June 30, 1996.  This  decrease  was due to a decrease in  delivered  steel costs
during the first and second fiscal quarters of 1996.  Steel purchases during the
first and second  quarter  at these  decreased  purchase  prices  resulted  in a
reduction  of the  average  prime  steel cost of goods sold by $30 per ton.  See
"Overview."  The  remaining  decrease  in cost of  goods  sold per ton is due to
operating efficiencies and improved fixed costs absorption.

<PAGE>

Gross profit increased $4.7 million or 252.8% and $8.9 million or 141.3% for the
third quarter and first nine months of fiscal 1996 over the  comparable  periods
of fiscal 1995.  Gross profit for energy  increased $4.5 million,  or 750.1% and
$7.7  million  or 196.7%,  while  industrial  products  gross  profit  increased
$200,000  or  13.7%  and  $1.2  million  or  49.9%.  Consolidated  gross  profit
percentage for the third quarter and first nine months of fiscal 1996 was 11.69%
and 10.69% and 4.9% and 5.2% for the  comparable  periods of 1995.  Energy gross
profit  percentage  was 12.2% and 4.1% while  industrial  products was 10.2% and
9.0%.  Energy gross profit as a percentage  of net sales in the third quarter of
fiscal  1996  was  positively  impacted  by  decreased  steel  cost,   operating
efficiencies  and  improved  fixed  costs  absorption.  Falling  steel  costs on
industrial  products was offset by product price reductions  resulting in little
change  in  gross  profit  margin  percentage  During  the  third  quarter,  the
replacement  costs of steel has risen by $30 per ton.  While the impact of these
higher  replacement  costs on costs of goods sold was slight  during the current
quarter, it will fully affect the fourth quarter of fiscal 1996.

Selling, general and administrative expenses increased by $649,000, or 29.9% and
$1.6 million or 25.8% in the third  quarter and first nine months of fiscal 1996
over the  comparable  periods of fiscal 1995.  Direct  structural  selling costs
increased  approximately  $70,000  and  $400,000  for the quarter and first nine
months ended June 30, 1996 from the comparable periods of fiscal 1995 due to the
increase in sales and shipments of industrial  products.  The remaining increase
is due  primarily to general wage  increases  granted as of the beginning of the
fiscal year, small increases in staffing and incentive  compensation accrued for
sales and administrative employees. Selling, general and administrative expenses
as a percentage  of net sales in the third fiscal  quarter and nine months ended
June 30, 1996 was 5.0% and 5.1% as compared to the comparable  periods of fiscal
1995 of 5.7% and 4.7%, respectively.

Interest expense decreased  $268,000 or 30.8% and $367,000 or 15.8% in the third
quarter and first nine months of fiscal 1996 compared to the comparable  periods
of the preceding fiscal year. The decreased interest expense is primarily due to
the $5.0 million  reduction of the Revolving Credit Facility since the beginning
of the year,  the $2.4  million  pay-down  of term debt and  declining  interest
rates.

Other income decreased $737,000 or 95.3% and $811,000 or 102.3% in the
third  quarter and first nine months of fiscal 1996  compared to the  comparable
periods of the preceding  fiscal year. In the third quarter of fiscal 1995,  the
Company  received  $1,000,0000  of insurance  proceeds,  of which  approximately
$800,000 were for losses  experienced in prior fiscal years.  Thus,  this amount
was recorded in other income.

The Company  recorded a provision  for income taxes of $639,000 and $1.2 million
in the third  quarter  and first nine  months of fiscal  1996 as  compared  to a
$101,000  credit and $309,000  credit in the comparable  periods of fiscal 1995.
This increase is attributable  to the level of pretax earnings  generated by the
Company in the first nine months of 1996.

As a result of the increased gross profit and the other factors discussed above,
net income  increased  $2.9 million in the third quarter of fiscal 1996 and $5.6
million in the 9 month period ended June 30, 1996 from the comparable periods of
fiscal 1995.
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES


Working  capital at June 30, 1996, was $28.6  million,  and the ratio of current
assets to current  liabilities  was 1.7 to 1.0 as compared to September 30, 1995
when  working  capital  was $30.3  million  and the ratio of  current  assets to
current  liabilities  was  2.3 to 1.0.  The  decrease  in  working  capital  was
principally  due to a $1.0  million  decrease  in  accounts  receivable,  a $6.9
million  increase  in  accounts  payable,  a $1.7  million  increase  in accrued
liabilities  and a $6.0 million  increase in deferred  revenue,  with all of the
above  partially  offset by a $12.7  million  increase in  inventory  (including
approximately $5.3 million in customer  obligated  inventory in 1996) and a $1.2
million  increase in cash.  Cash  provided  by  operating  activities  was $11.9
million for the first nine months of fiscal  1996.  The primary  sources of cash
were  net  income  of $4.7  million  and  $3.9  million  in  non-cash  items  of
depreciation and amortization.

During the third fiscal quarter of 1996,  cash used in investing  activities was
$3.6 million. This was primarily for purchases of property, plant and equipment.

Cash used by financing  activities  was $7.2 million.  The  Company's  Revolving
Credit Facility  decreased $5.0 million  primarily as a result of collections on
accounts  receivable and cash generated through net earnings.  In addition,  the
Company's  long-term  indebtedness  was reduced as a result of an optional  $1.2
million  prepayment  and an  additional  $1.2  million in other  scheduled  debt
repayments.

The Company's  capital budget for fiscal 1996 is  approximately  $5.0 million of
which $3.3 million was expended during the nine months ended June 30, 1996. This
capital  expenditure  budget  is  being  utilized  principally  to  acquire  new
equipment  for  existing  manufacturing  facilities.  As of June 30,  1996,  the
Company had an additional $1.1 million committed for the purchase of equipment.

The Company  expects that it will meet its ongoing  working  capital and capital
requirements from a combination of cash flow from operations,  which constitutes
its primary source of liquidity,  and available  borrowings  under its Revolving
Credit Facility.  The Revolving Credit Facility provides for maximum  borrowings
up to the  lesser of the  eligible  borrowing  base or $27.5  million  and bears
interest at either the  prevailing  prime rate or an adjusted  Eurodollar  rate,
plus an interest  margin,  depending upon certain  financial  measurements.  The
Revolving  Credit Facility is secured by the Company's  accounts  receivable and
inventories and will expire on May 31, 1997. As of June 30, 1996, the applicable
interest  rate was 6.98  percent per annum and the Company had $17.1  million in
unused  availability  under the Revolving Credit Facility.  As of June 30, 1996,
the Company had $1.6 million in cash and cash equivalents.


<PAGE>



Part II.  Other Information

Item 1.  Legal Proceedings

         None.

Item 6.  Exhibits and Reports on Form 8-K

         None.

<PAGE>


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

MAVERICK TUBE CORPORATION

By:___Gregg M. Eisenberg______________________________
Gregg Eisenberg, President and Chief Executive Officer

Date: August 6, 1996

By:___Charles O. Struckhoff____________________________
Charles O. Struckhoff, Vice President and Chief Financial Officer

Date: August 6, 1996


<TABLE> <S> <C>


<ARTICLE>                     5
<MULTIPLIER>                  1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>               SEP-30-1996
<PERIOD-START>                  Apr-01-1996
<PERIOD-END>                    JUN-30-1996
<CASH>                            1,601
<SECURITIES>                          0
<RECEIVABLES>                    18,299
<ALLOWANCES>                        392
<INVENTORY>                      45,953
<CURRENT-ASSETS>                 66,744
<PP&E>                           71,326
<DEPRECIATION>                   20,532
<TOTAL-ASSETS>                  118,590
<CURRENT-LIABILITIES>            38,169
<BONDS>                               0
                 0
                           0
<COMMON>                             75
<OTHER-SE>                            0
<TOTAL-LIABILITY-AND-EQUITY>    118,590
<SALES>                         144,143
<TOTAL-REVENUES>                142,067
<CGS>                           126,886
<TOTAL-COSTS>                     7,320
<OTHER-EXPENSES>                      0
<LOSS-PROVISION>                      0
<INTEREST-EXPENSE>                1,963
<INCOME-PRETAX>                   5,880
<INCOME-TAX>                      1,176
<INCOME-CONTINUING>               4,704
<DISCONTINUED>                        0
<EXTRAORDINARY>                       0
<CHANGES>                             0
<NET-INCOME>                      4,704
<EPS-PRIMARY>                       .63
<EPS-DILUTED>                       .63
        


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