MAVERICK TUBE CORPORATION
10-Q, 1999-02-12
STEEL PIPE & TUBES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1998
                                       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
             (Exact name of registrant as specified in its charter)

         DELAWARE                                                     43-1455766
(State or other jurisdiction of                                  (I.RS. Employer
 incorporation or organization)                              Identification No.)


         16401 Swingly Ridge Road
         Seventh Floor
         Chesterfield, Missouri                                            63017
(Address of principal executive offices)                              (Zip Code)

                                 (314) 733-1600
                        (Registrant's telephone number, including area code)



(Former name, former address and former fiscal year, if changed since last
report)

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

Common Stock, $.01 Par Value -- 15,437,474 shares as of February 12, 1999

                   MAVERICK TUBE CORPORATION AND SUBSIDIARIES


                                      INDEX

PART I.    FINANCIAL INFORMATION                                        PAGE NO.

Item 1.    Financial statements (Unaudited)

           Condensed Consolidated Balance Sheets -- December 31, 1998
           and September 30, 1998                                             3

           Condensed Consolidated Statements of Operations -- Three
           month periods ended December 31, 1998 and 1997                     4

           Condensed Consolidated Statements of Cash Flows -- Three
           month periods ended December 31, 1998 and 1997                     5

           Notes to Condensed Consolidated Financial Statements               6

Item 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                          8

Item 3.    Quantitative and Qualitative Disclosures About Market
           Risk -- Not Applicable

PART II.   OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K                                  14

SIGNATURES                                                                   15
<TABLE>
<CAPTION>

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

                                                                                       December 31,      September 30,
                                                                                          1998                1998
                                                                                      (Unaudited)            (Note)
                                                                                    -----------------   -----------------
<S>                                                                                         <C>                 <C>

ASSETS
CURRENT ASSETS
    Cash and cash equivalents...................................................................$873................$748
    Accounts receivable, less allowances of $636 and
      $391 on December 31 and September 30, 1998,
      respectively............................................................................12,655..............15,515
    Inventories (see Note 2)..................................................................50,431..............61,685
    Deferred income taxes......................................................................1,827...............1,827
    Income taxes refundable....................................................................1,790...............5,078
    Prepaid expenses and other current assets..................................................1,366...............1,200
                                                                                    -----------------   -----------------

        Total current assets..................................................................68,942..............86,053

PROPERTY, PLANT, AND EQUIPMENT
    Less accumulated depreciation (December 31, 1998 -
      $33,536; September 30, 1998 - $31,893)..................................................71,154..............69,879

OTHER ASSETS...................................................................................1,238.................953
                                                                                    -----------------   -----------------
TOTAL ASSETS................................................................................$141,334............$156,885
                                                                                    =================   =================

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
    Accounts payable.........................................................................$11,260.............$12,301
    Accrued expenses and other liabilities.....................................................5,814...............9,153
    Deferred revenue ..........................................................................2,363...............3,584
    Current maturities of long-term debt.........................................................667.................653
                                                                                    -----------------   -----------------

        Total current liabilities.............................................................20,104..............25,691

LONG-TERM DEBT, less current maturities........................................................8,026...............8,226

REVOLVING CREDIT FACILITY ....................................................................20,000..............27,400

DEFERRED INCOME TAXES .........................................................................5,505...............5,505

STOCKHOLDERS' EQUITY
    Preferred stock, $.01 par value;
        5,000,000 shares authorized..............................................................--..................--
    Common stock, $.01 par value;
        20,000,000 authorized shares,
        15,437,474 shares issued and outstanding.................................................154.................154
    Additional paid-in capital................................................................44,216..............44,216
    Retained earnings.........................................................................43,329..............45,693
                                                                                    -----------------   -----------------

        Total stockholders' equity............................................................87,699..............90,063
                                                                                    -----------------   -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY..................................................$141,334............$156,885

                                                                                    =================   =================
<FN>
..........................................................................................................................
Note:  The condensed  consolidated balance sheet at September 30, 1998, has been
       derived from the audited consolidated financial statements at that date.
..........................................................................................................................

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

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

                                                                            Three months ended
                                                                      December 31
                                                                   -------------------------------------
                                                                         1998               1997
<S>                                                                       <C>                <C>

NET SALES....................................................................$41,388............$86,479

COSTS and EXPENSES
     Cost of goods sold.......................................................40,643.............72,705
     Selling, general and administrative.......................................3,420..............3,196
     Start-up costs..............................................................719.................--

                                                                   -------------------------------------
     Income (loss) from operations ...........................................(3,394)............10,578.

OTHER INCOME (EXPENSE)
     Interest expense...........................................................(335)..............(442)
     Other income ................................................................36.................50
                                                                   -------------------------------------

     Income (loss) before income taxes........................................(3,693)............10,186

(BENEFIT FROM) PROVISION FOR INCOME TAXES.....................................(1,329).............3,616
                                                                   -------------------------------------

NET INCOME (LOSS)............................................................($2,364)............$6,570
                                                                   =====================================


AVERAGE SHARES                                                            15,437,474         15,435,302

     BASIC EARNINGS (LOSS) PER SHARE                                          ($0.15)             $0.43
                                                                   =====================================

     DILUTED EARNINGS (LOSS) PER SHARE                                        ($0.15)             $0.42
                                                                   =====================================
<FN>

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

                   MAVERICK TUBE CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Unaudited, in thousands)

                                                                                                          Three Months Ended
                                                                                                             December 31,
                                                                                                         1998            1997
                                                                                                     ------------------------------
<S>                                                                                                     <C>             <C>

OPERATING ACTIVITIES
  Net income (loss).....................................................................................($2,364).........$6,570
  Adjustments to reconcile net income (loss) to net cash provided
   (used) by operating activities:
    Depreciation and amortization.........................................................................1,659...........1,408
    Provision for accounts receivable allowances............................................................245.............(33)
    Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable...........................................................2,615...........3,036
     (Increase) decrease in inventories..................................................................11,254.............926
     (Increase) decrease in prepaid expenses and other assets..............................................(466)...........(220)
     (Decrease)  increase in accounts payable............................................................(1,041).........(3,278)
     (Decrease) increase in deferred revenue ............................................................(1,221).........(6,771)
     (Decrease) increase in accrued expenses and other liabilities..........................................(51).........(3,235)
                                                                                                  --------------  --------------

       Cash provided (used) by operating activities......................................................10,630..........(1,597)

INVESTING ACTIVITIES
  Purchases of property, plant and equipment.............................................................(2,919).........(2,893)

FINANCING ACTIVITIES
  Proceeds from borrowings...............................................................................12,050..........34,000
  Principal payments on borrowings......................................................................(19,636)........(32,123)
                                                                                                  --------------  --------------
                                                                                                         (7,586)          1,877
  Net proceeds from sale of common stock ....................................................................--.............161
                                                                                                  --------------  --------------

       Cash provided (used) by financing activities......................................................(7,586)..........2,038

  Increase (decrease) in cash and cash equivalents..........................................................125..........(2,452)
Cash and cash equivalents at beginning of period............................................................748...........2,886
                                                                                                  --------------  --------------

Cash and cash equivalents at end of period.................................................................$873............$434
                                                                                                  ==============  ==============
<FN>

Supplemental  disclosures of cash flow information:  Cash paid (received) during
  the period for:
       Interest............................................................................................$304............$471
       Income taxes.....................................................................................($4,847)...........$465

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


                   MAVERICK TUBE CORPORATION AND SUBSIDIARIES
              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 subsidiaries.
    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 three
    month period ended December 31, 1998, are not necessarily  indicative of the
    results that may be expected  for the year ended  September  30,  1999.  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, 1998.


(2)      INVENTORIES

         The components of inventories consisted of the following:

                                          December 31,            September 30,
                                                  1998                     1998
                                                       (In thousands)

                  Finished goods           $28,049                     $34,674
                  Work-in-process            1,927                       2,868
                  Raw materials             10,979                      12,042
                  In-transit materials       4,400                       7,003
                  Storeroom parts            5,076                       5,098
                                           $50,431                     $61,685

         Inventories  are  principally  valued at the lower of  average  cost or
         market.

         Gross  profit  for the  quarter  ended  December  31,  1998  includes a
         $707,000  charge to earnings  for the  reduction  in carrying  value of
         finished goods inventory, primarily related to a decline in the selling
         prices of the Company's energy products.

(3)      START-UP COSTS

         During  September  1998, the Company  acquired assets to be used in the
         production of cold drawn-tubular  products at a production  facility in
         Beaver Falls,  Pennsylvania.  The Company incurred costs of $719,000 in
         the first  quarter  of  fiscal  1999  related  to the  commencement  of
         operations at this  facility.  These costs are  comprised  primarily of
         salary and related costs for the production,  sales and  administrative
         personnel prior to the fully integrated peration of the facility.


(4)      EARNINGS (LOSS) PER SHARE

         Dilutive  earnings per share was computed in  accordance  with SFAS No.
         128,  "Earnings  per  Share"  based  upon  net  income  or loss and the
         weighted  average  number of shares of common stock  including  the net
         effect of stock options.  The  reconciliation  for diluted earnings per
         share for the quarter ended December 31, 1998 and 1997 is as follows:

                                  December 31,
                                    1998 1997

         Average shares outstanding
         utilized in the computation of
         basic earnings per share           15,437,474               15,435,302

         Dilutive effect of outstanding
         stock options                               0                  190,804

         Average share utilized in
         the computation of diluted
         earnings per share                 15,437,474               15,626,106

MAVERICK TUBE CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Certain  statements  contained in the  Management's  Discussion  and Analysis of
Financial  Condition and Results of Operations"  regarding  matters that are not
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  effect 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.  Reference is
made to the "Risk Factors" discussed in Exhibit 99.1 of Maverick's Form 10-K for
its fiscal year ended September 30, 1998.

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  that 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 service centers
that supply end users in  construction,  transportation,  agriculture  and other
industries.  Also, during the second quarter of fiscal 1999, the Company expects
to begin the production of cold drawn mechanical tubing,  which will be included
in the industrial products segment.

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
products. 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 customer inventories.

According to published industry reports,  domestic drilling activity fell by 31%
for the quarter ended  December 31, 1998, as compared to the same quarter of the
previous year. Natural gas drilling in the United States decreased by 19% during
the first quarter of fiscal 1999 as compared to the comparable  period of fiscal
1998, and oil related  drilling  decreased by 49%. The Company believes that gas
and oil drilling  decreased  due to gas and oil price  decreases of 33% and 36%,
respectively,  as compared to the quarter ended  December 31, 1997. The trend in
overall drilling continued downward, as drilling at the end of the first quarter
of fiscal 1998 was 35% lower than the comparable period of the prior year and 6%
lower than the average  drilling  level for the quarter.  

Shipments  of  domestic  OCTG  decreased  by 70%  during the first quarter ended
December 31, 1998 from the  comparable  period of the prior year.  Import  pene-
tration  of the domestic OCTG market  increased  to an estimated  21% during the
quarter as compared to 19% during the same quarter last year.  Domestic consump-
tion  of OCTG decreased 25% during the same period.  The domestic OCTG  business
was  also  impacted by an estimated 50% decrease in exports  during the quarter,
with exports  accounting  for an  estimated  23% of domestic  production  during
the  quarter.  Maverick's  energy  related  shipments  during  the first quarter
decreased  by 58% from the same  quarter  last  year and its  exports to  Canada
decreased  88%. The Canadian rig count  decreased  54%  during  this time frame.
Industry  inventory  draw-down accounted for 34% of  demand for OCTG as compared
to an  industry  inventory  build-up which created 12% additional  demand during
the same quarter last year.  At December 31, 1998, the ratio of OCTG inventories
to current  consumption rates  remained out of balance, as  months of  supply of
inventory has only decreased by 5% from 7.3 months to 6.9 months.

According to published industry reports, total structural tube shipments fell by
approximately  2% in the  quarter  ended  December  31,  1998 as compared to the
comparable  prior year quarter  reflecting  weakening demand in the agricultural
equipment  sector. In addition,  imports increased 16%,  increasing their market
penetration  from 21% during the quarter  ended  December 31, 1997 to 25% during
the quarter  ended  December 31, 1998.  Domestic  producers'  shipments  fell by
approximately  6% as total  shipments  fell and  imports  increased.  Management
estimates that  inventories  of HSS held by steel service  centers also declined
during the quarter  primarily due to concerns  over falling  steel prices.  As a
result  of these  market  conditions,  the  Company's  shipments  of  industrial
products  fell by 10%,  due to a 12% decrease in HSS  shipments  offset by an 8%
increase in standard pipe shipments.

Pricing of the Company's products declined in all product lines during the first
quarter of fiscal 1999,  primarily  due to  unfavorable  market  conditions  and
declining steel prices.  Pricing of OCTG, line, structural and standard pipe was
down 10.9%, 18.0%, 6.2% and 11.4%,  respectively,  as compared to the prior year
quarter.

Steel costs included in cost of goods sold decreased during the first quarter of
fiscal 1999 by $38 per ton, or 11.5% as compared to the quarter  ended  December
31, 1997 and by $17 per ton, or 5.5% as compared to the quarter ended  September
30, 1998. These steel costs were above current  replacement costs. The Company's
major supplier of steel has announced three price decreases since September 1998
which have reduced the Company's  current  replacement  cost by $50 per ton. The
Company  estimates that a substantial  portion of these cost  reductions will be
reflected in cost of goods sold in the second quarter of fiscal 1999. The supply
of steel in the United States has increased  significantly during calendar 1998,
primarily due to previous  capacity  additions and increased import levels.  The
Company  anticipates that these market  conditions  should help keep steel costs
relatively  low during  fiscal 1999.  However,  steel trade cases filed with the
International  Trade Commission in September,  1998 could negatively  impact the
Company's future replacement cost of steel.



RESULTS OF OPERATIONS

OVERALL COMPANY

Net sales of $41.4 million  decreased  $45.1 million,  or 52.1% during the first
quarter of fiscal 1999 as compared to the first  quarter of fiscal  1998.  These
results  were  attributable  primarily  to a decrease of 43.2% in total  product
shipments,  from 134,104 tons in first  quarter of fiscal 1998 to 76,158 tons in
the current year quarter and an overall decrease of 15.7% in the average selling
prices of the Company's products.

Cost of goods sold of $40.6 million  decreased $32.1 million,  or 44.1% over the
comparable  prior  year  period.  The  overall  decrease  was due  primarily  to
decreased product shipments.  However, the overall unit cost per ton of products
sold  decreased  1.6%  (from an  average  of $542 to $533 per ton) in the  first
quarter of fiscal 1999 as compared  with the same  period in fiscal  1998.  This
decrease  was due to a decrease in steel costs of $38 per ton, or 11.5%,  offset
by an increase in conversion costs from less favorable fixed cost absorption due
to lower production. See "Overview."

Gross profit of $745,000  decreased $13.0 million,  or 94.6% over the prior year
period.  Gross profit as a percentage  of net sales was 1.8% for the three month
period  ended  December 31, 1998 as compared to 15.9% for the three month period
ended December 31, 1997.

During  September  1998,  the Company  acquired  assets that will be used in the
production  of cold drawn  tubular  products at a production  facility in Beaver
Falls, Pennsylvania.  The Company incurred costs of $719,0000 during the quarter
related to the  commencement  of  operations at this  facility.  These costs are
comprised  primarily of salary and related costs for the  production,  sales and
administrative  personnel  prior  to  the  fully  integrated  operation  of  the
facility.  As the Company commences operations of the facility,  it may generate
some additional start-up costs during fiscal 1999.

Selling,  general and administrative  expenses increased by $224,000, or 7.0% in
the first  quarter of fiscal 1999 over the prior year period.  Selling,  general
and  administrative  expenses  were impacted by an increase in the allowance for
doubtful  accounts  (which  reflects the  deterioration  of a specific  accounts
receivable  balance) and general wage  increases  granted as of the beginning of
the 1999 fiscal year. The increases were partially  offset by decreased  selling
commissions  on sales  of industrial  products.  However, due to the significant
decline in net sales revenue caused by the market  conditions  discussed  above,
selling, general and administrative expenses as a percentage of net sales in the
first  quarter of fiscal  1999 was 8.3% as  compared  to 3.7% for the prior year
period.

Interest expense decreased $107,000 or 24.2% in the first quarter of fiscal 1999
compared to the prior year period.  The decreased  interest expense is primarily
due to  additional  amounts of interest  expense  capitalized  on  additions  to
property, plant and equipment.

The benefit from income taxes was $1.3  million for the quarter  ended  December
31,  1998 as  compared  to the prior year  period  when the  Company  recorded a
provision of $3.6 million.  This change is  attributable  to the generation of a
pre-tax loss by the Company of $3.7 million in the first  quarter of fiscal 1999
as compared to pre-tax  income of $10.2  million in the first  quarter of fiscal
1998.

As a result of the decreased gross profit and the other factors discussed above,
the Company  generated a net loss of $2.4  million,  a decrease of $8.9  million
from the prior year period.

ENERGY PRODUCTS SEGMENT

Energy product sales of $25.0 million decreased $41.9 million,  or 62.6% for the
first  quarter  of fiscal  1999 as  compared  with the prior year  period.  OCTG
product  shipments  decreased  50,341 tons, or 57.7% from 87,312 to 36,971.  The
Company's  domestic shipments of OCTG fell 49.0% from the quarter ended December
31, 1997 due to excessive levels of industry inventory and a declining rig count
(from 997 active  rigs to 697 active  rigs).  The  Company's  export  shipments,
primarily  to Canada,  decreased  87.6%,  from 19,567 tons in the quarter  ended
December  31, 1997 to 2,436 tons in the quarter  ended  December  31,  1998,  as
average  Canadian  drilling  fell 54.4% from 443 active rigs to 202 active rigs.
Line pipe  shipments  decreased by 50.8%  principally  due to  increased  import
penetration.  The average  selling price for energy products was $615 per ton, a
decrease of $90 per ton. The decrease was due primarily to the market conditions
discussed above and a change in mix to lower value products. See "Overview."

Energy products cost of goods sold of $25.9 million decreased $30.1 million,  or
53.7% for the first  quarter  of fiscal  1999 as  compared  with the prior  year
period.  Gross profit for energy products of ($906,000) decreased $11.8 million.
Gross  profit for the  quarter  ended  December  31,  1998  includes a charge to
earnings  for the  reduction  in  carrying  value of finished  goods  inventory,
primarily  related to a decline in the selling  prices of the  Company's  energy
products.  Energy  products  gross profit  percentage was (3.6)% for the quarter
ended  December 31, 1998 as compared to 16.3% for the quarter ended December 31,
1997.

Continued downward pressure on energy selling prices would not only impact total
sales but could require the Company to further  reduce the carrying value of its
inventory. While the Company believes that its inventory is now in line with its
anticipated future sales levels, any significant decrease in prices would have a
negative impact on conversion costs recorded in cost of goods sold.

INDUSTRIAL PRODUCTS SEGMENT

Industrial  products sales of $16.4 million  decreased $3.2 million or 16.3% for
the first  quarter as compared with the prior year period.  Industrial  products
shipments decreased 3,824 tons, or 9.7% in the first quarter of 1999 as compared
to the first quarter of 1998.  The decrease in sales and shipments of industrial
products  was  negatively  impacted  by  declines  in  inventories  held  by HSS
distributors primarily related to concern over falling steel and tube prices and
a slowing in agricultural  demand. The average net selling prices for industrial
products  during the first quarter of fiscal 1999 was $462,  down $37 per ton as
compared  to the same  period of the prior  year.  This  decrease  for the first
quarter was due primarily to declining steel prices.

Cost of goods sold of $14.7 million decreased $2.0 million or 12.0% in the first
quarter of fiscal  1999 over the prior year  period of fiscal  1998.  Industrial
products  gross profit  decreased  $1.2 million or 41.9%.  The  decreased  gross
profit   margin  was  due  to  lower  selling   prices  and  reduced   operating
efficiencies,  partially  offset by lower steel costs.  Industrial  gross profit
margin percentage declined from 14.5% during the quarter ended December 31, 1997
to 10.1% during the quarter ended December 31, 1998.

LIQUIDITY AND CAPITAL RESOURCES

Working capital at December 31, 1998 was $48.8 million, and the ratio of current
assets to current  liabilities was 3.4 to 1.0, as compared to September 30, 1998
when  working  capital  was $60.3  million  and the ratio of  current  assets to
current  liabilities  was 3.3 to 1.0.  The  decrease in working  capital was due
principally to an $11.3 million  decrease in inventory,  a $2.6 million decrease
in accounts receivable,  partially offset by a $1.0 million decrease in accounts
payable and a $1.2 million  decrease in deferred  revenue.  The above changes in
inventory, accounts receivable, accounts payable and deferred revenue are due to
the decreased volume of energy business. The change in prepaids and other assets
includes  a $5.0  million  income tax refund  received  during the first  fiscal
quarter of 1999. Cash provided by operating activities was $10.6 million for the
three months ended December 31, 1998.

Cash used by financing  activities was $7.6 million.  Outstanding  borrowings on
the Company's  Revolving Credit Facility decreased $7.4 million primarily due to
the  reduction  in  accounts  receivable  and  inventory.  The  Company's  other
long-term indebtedness including current maturities was reduced by approximately
$186,000.

The Company's  capital budget for fiscal 1999 is approximately  $16.5 million of
which $2.9 million was expended during the three months ended December 31, 1998.
The  budgeted  funds  are  being  utilized  principally  to  complete  the newly
purchased  cold  drawn  mechanical  tube  facility,  acquire  equipment  for its
existing manufacturing facilities,  and to purchase and install a new enterprise
resource planning system. As of December 31, 1998, the Company had an additional
$5.2 million committed for the purchase of equipment.

The Company  expects that it will meet its ongoing  working  capital and capital
expenditure requirements from a combination of cash flows 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 $50.0 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 September 30, 2003. As of December 31, 1998,
the applicable interest rate was 6.41 percent per annum and the Company had $5.3
million  in unused  availability  under the  Revolving  Credit  Facility.  As of
December 31, 1998, the Company had $873,000 in cash and cash equivalents.

YEAR 2000 READINESS DISCLOSURE

The Company is in the implementation  phase of its conversion to a new Year 2000
compliant  enterprise  resource  planning  system which will replace and upgrade
many of the Company's older information systems, some of which are not year 2000
compliant.  The integrated  information provided by this new system will enhance
the  Company's  ability  to make more  informed  decisions  regarding  sales and
inventory,  optimize  inventory  levels and minimize  costs.  Implementation  is
expected to be completed by the fourth fiscal quarter of 1999. The total cost of
the system  implementation,  including the cost of software and related internal
cost, is expected to be $4.7 million,  of which  approximately  $1.7 million has
been expended through December 31, 1998. In addition,  the Company is performing
a separate  evaluation  of its other  systems  for Year 2000  compliance  and is
contacting its significant  customers,  suppliers and vendors to determine their
Year 2000  compliance.  Business  interruption  caused by these  suppliers could
negatively impact the Company's operations. These evaluations and the conversion
of these  systems (if  necessary)  are also expected to be completed in the same
time  frame as the  implementation  of the  Company's  new  enterprise  resource
planning system and the cost of these activities is not expected to be material.

Although the Company  believes that the plans  described  above will address its
Year 2000 issues and as a result, the Company will not be significantly impacted
by it, the Company has established a contingency plan to address  non-compliance
issues.  This plan involves the  utilization of various manual  procedures  that
bypass computer  applications  and may be utilized in the event of a significant
system  shutdown or if the Company faces problems with its customers,  suppliers
or vendors.  If the Company is required to implement its contingency  plan, such
action could have an adverse effect on the  operations,  liquidity and financial
condition of the Company.




ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


(a) Exhibit No.
                                    Description

              27                    Financial Data Schedule

(b) Reports on Form 8-K.  No  reports  on Form 8-K were  filed  during the three
    month period ended December 31, 1998.


                                   SIGNATURES


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


                                                 Maverick Tube Corporation
                                                      (Registrant)



Date:  February 5, 1999                              /s/ Gregg Eisenberg
                                                       Gregg Eisenberg
                                           President and Chief Executive Officer
                                                 (Principal Executive Officer)


Date:  February 5, 1999                              /s/ Barry Pearl
                                                         Barry Pearl
                                                   Chief Financial Officer
                                               (Principal Financial Officer)

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<MULTIPLIER>              1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>               SEP-30-1999
<PERIOD-START>                  OCT-01-1998
<PERIOD-END>                    DEC-31-1998
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