FORM 6 - K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
As of November 4, 2011
TENARIS, S.A.
(Translation of Registrant's name into English)
TENARIS, S.A.
29 avenue de la Porte-Neuve
3rd Floor
L-2227 Luxembourg
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or 40-F.
Form 20-F ü Form 40-F___
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12G3-2(b) under the Securities Exchange Act of 1934.
Yes No ü
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-__.
The attached material is being furnished to the Securities and Exchange Commission pursuant to Rule 13a-16 and Form 6-K under the Securities Exchange Act of 1934, as amended. This report contains Tenaris' Consolidated Condensed Interim Financial Statements for the nine-month period ended September 30, 2011.
SIGNATURE
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.
Date: November 4, 2011
Tenaris, S.A.
By: /s/ Cecilia Bilesio
Cecilia Bilesio
Corporate Secretary
TENARIS S.A.
CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2011
29, Avenue de la Porte-Neuve – 3rd Floor.
L - 2227 Luxembourg
Tenaris S.A. Consolidated Condensed Interim Financial Statements for the nine-month period ended September 30, 2011
CONSOLIDATED CONDENSED INTERIM INCOME STATEMENT
(all amounts in thousands of U.S. dollars, unless otherwise stated) | Three-month period ended September 30, | Nine-month period ended September 30, | ||||||||||||||||||
Notes | 2011 | 2010 | 2011 | 2010 | ||||||||||||||||
Continuing operations | (Unaudited) | (Unaudited) | ||||||||||||||||||
Net sales | 3 | 2,494,840 | 2,027,242 | 7,221,927 | 5,647,725 | |||||||||||||||
Cost of sales | 3 & 4 | (1,548,822 | ) | (1,252,583 | ) | (4,506,632 | ) | (3,423,055 | ) | |||||||||||
Gross profit | 946,018 | 774,659 | 2,715,295 | 2,224,670 | ||||||||||||||||
Selling, general and administrative expenses | 3 & 5 | (462,415 | ) | (370,267 | ) | (1,380,530 | ) | (1,108,798 | ) | |||||||||||
Other operating income (expense), net | 3 | 1,654 | 694 | 4,303 | 3,857 | |||||||||||||||
Operating income | 485,257 | 405,086 | 1,339,068 | 1,119,729 | ||||||||||||||||
Interest income | 6 | 5,547 | 13,968 | 19,747 | 25,468 | |||||||||||||||
Interest expense | 6 | (14,073 | ) | (10,003 | ) | (39,362 | ) | (51,961 | ) | |||||||||||
Other financial results | 6 | 28,019 | (16,223 | ) | 16,669 | (15,900 | ) | |||||||||||||
Income before equity in earnings of associated companies and income tax | 504,750 | 392,828 | 1,336,122 | 1,077,336 | ||||||||||||||||
Equity in earnings of associated companies | 1,514 | 15,575 | 48,519 | 58,389 | ||||||||||||||||
Income before income tax | 506,264 | 408,403 | 1,384,641 | 1,135,725 | ||||||||||||||||
Income tax | (140,776 | ) | (105,696 | ) | (390,253 | ) | (315,838 | ) | ||||||||||||
Income for the period | 365,488 | 302,707 | 994,388 | 819,887 | ||||||||||||||||
Attributable to: | ||||||||||||||||||||
Equity holders of the Company | 324,991 | 304,812 | 931,583 | 806,459 | ||||||||||||||||
Non-controlling interests | 40,497 | (2,105 | ) | 62,805 | 13,428 | |||||||||||||||
365,488 | 302,707 | 994,388 | 819,887 | |||||||||||||||||
Earnings per share attributable to the equity holders of the Company during the period: | ||||||||||||||||||||
Weighted average number of ordinary shares (thousands) | 7 | 1,180,537 | 1,180,537 | 1,180,537 | 1,180,537 | |||||||||||||||
Continuing operations | ||||||||||||||||||||
Basic and diluted earnings per share (U.S. dollars per share) | 7 | 0.28 | 0.26 | 0.79 | 0.68 | |||||||||||||||
Basic and diluted earnings per ADS (U.S. dollars per ADS) | 7 | 0.55 | 0.52 | 1.58 | 1.37 |
CONSOLIDATED CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME
(all amounts in thousands of U.S. dollars) | Three-month period ended September 30, | Nine-month period ended September 30, | ||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||
Income for the period | 365,488 | 302,707 | 994,388 | 819,887 | ||||||||||||
Other comprehensive income: | ||||||||||||||||
Currency translation adjustment | (466,628 | ) | 215,268 | (231,136 | ) | 64,382 | ||||||||||
Changes in the fair value of derivatives held as cash flow hedges | (18,389 | ) | 7,108 | (12,599 | ) | 4,913 | ||||||||||
Share of other comprehensive income of associates: | ||||||||||||||||
- Currency translation adjustment | (36,776 | ) | 7,647 | (31,127 | ) | 9,672 | ||||||||||
- Changes in the fair value of derivatives held as cash flow hedges | 447 | 283 | 1,279 | 514 | ||||||||||||
Income tax relating to components of other comprehensive income (*) | (1,090 | ) | (1,928 | ) | (2,762 | ) | (1,466 | ) | ||||||||
Other comprehensive income for the period, net of tax | (522,436 | ) | 228,378 | (276,345 | ) | 78,015 | ||||||||||
Total comprehensive income for the period | (156,948 | ) | 531,085 | 718,043 | 897,902 | |||||||||||
Attributable to: | ||||||||||||||||
Equity holders of the Company | (125,295 | ) | 496,330 | 695,205 | 855,727 | |||||||||||
Non-controlling interests | (31,653 | ) | 34,755 | 22,838 | 42,175 | |||||||||||
(156,948 | ) | 531,085 | 718,043 | 897,902 |
(*) Relates to cash flow hedges
The accompanying notes are an integral part of these Consolidated Condensed Interim Financial Statements. These Consolidated Condensed Interim Financial Statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31, 2010.
Tenaris S.A. Consolidated Condensed Interim Financial Statements for the nine-month period ended September 30, 2011
CONSOLIDATED CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION
(all amounts in thousands of U.S. dollars) | At September 30, 2011 | At December 31, 2010 | ||||||||||||||||||
Notes | (Unaudited) | |||||||||||||||||||
ASSETS | ||||||||||||||||||||
Non-current assets | ||||||||||||||||||||
Property, plant and equipment, net | 8 | 4,029,640 | 3,780,580 | |||||||||||||||||
Intangible assets, net | 9 | 3,434,038 | 3,581,816 | |||||||||||||||||
Investments in associated companies | 669,958 | 671,855 | ||||||||||||||||||
Other investments | 48,238 | 43,592 | ||||||||||||||||||
Deferred tax assets | 217,219 | 210,523 | ||||||||||||||||||
Receivables | 138,509 | 8,537,602 | 120,429 | 8,408,795 | ||||||||||||||||
Current assets | ||||||||||||||||||||
Inventories | 2,772,199 | 2,460,384 | ||||||||||||||||||
Receivables and prepayments | 241,974 | 282,536 | ||||||||||||||||||
Current tax assets | 170,405 | 249,317 | ||||||||||||||||||
Trade receivables | 1,798,844 | 1,421,642 | ||||||||||||||||||
Available for sale assets | 13 | 21,572 | 21,572 | |||||||||||||||||
Other investments | 634,238 | 676,224 | ||||||||||||||||||
Cash and cash equivalents | 764,787 | 6,404,019 | 843,861 | 5,955,536 | ||||||||||||||||
Total assets | 14,941,621 | 14,364,331 | ||||||||||||||||||
EQUITY | ||||||||||||||||||||
Capital and reserves attributable to the Company’s equity holders | 10,344,372 | 9,902,359 | ||||||||||||||||||
Non-controlling interests | 644,721 | 648,221 | ||||||||||||||||||
Total equity | 10,989,093 | 10,550,580 | ||||||||||||||||||
LIABILITIES | ||||||||||||||||||||
Non-current liabilities | ||||||||||||||||||||
Borrowings | 177,120 | 220,570 | ||||||||||||||||||
Deferred tax liabilities | 852,279 | 934,226 | ||||||||||||||||||
Other liabilities | 225,878 | 193,209 | ||||||||||||||||||
Provisions | 79,057 | 83,922 | ||||||||||||||||||
Trade payables | 2,378 | 1,336,712 | 3,278 | 1,435,205 | ||||||||||||||||
Current liabilities | ||||||||||||||||||||
Borrowings | 994,331 | 1,023,926 | ||||||||||||||||||
Current tax liabilities | 270,732 | 207,652 | ||||||||||||||||||
Other liabilities | 356,959 | 233,590 | ||||||||||||||||||
Provisions | 40,285 | 25,101 | ||||||||||||||||||
Customer advances | 78,364 | 70,051 | ||||||||||||||||||
Trade payables | 875,145 | 2,615,816 | 818,226 | 2,378,546 | ||||||||||||||||
Total liabilities | 3,952,528 | 3,813,751 | ||||||||||||||||||
Total equity and liabilities | 14,941,621 | 14,364,331 |
Contingencies, commitments and restrictions to the distribution of profits are disclosed in Note 10.
The accompanying notes are an integral part of these Consolidated Condensed Interim Financial Statements. These Consolidated Condensed Interim Financial Statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31, 2010.
Tenaris S.A. Consolidated Condensed Interim Financial Statements for the nine-month period ended September 30, 2011
CONSOLIDATED CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY
(all amounts in thousands of U.S. dollars)
Attributable to equity holders of the Company | ||||||||||||||||||||||||||||||||||||
Share Capital (1) | Legal Reserves | Share Premium | Currency Translation Adjustment | Other Reserves | Retained Earnings (2) | Total | Non-controlling interests | Total | ||||||||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||||||||||
Balance at January 1, 2011 | 1,180,537 | 118,054 | 609,733 | 108,419 | 15,809 | 7,869,807 | 9,902,359 | 648,221 | 10,550,580 | |||||||||||||||||||||||||||
Income for the period | - | - | - | - | - | 931,583 | 931,583 | 62,805 | 994,388 | |||||||||||||||||||||||||||
Currency translation adjustment | - | - | - | (190,232 | ) | - | - | (190,232 | ) | (40,904 | ) | (231,136 | ) | |||||||||||||||||||||||
Hedge reserve, net of tax | - | - | - | - | (16,298 | ) | - | (16,298 | ) | 937 | (15,361 | ) | ||||||||||||||||||||||||
Share of other comprehensive income of associates | - | - | - | (31,127 | ) | 1,279 | - | (29,848 | ) | - | (29,848 | ) | ||||||||||||||||||||||||
Other comprehensive income for the period | - | - | - | (221,359 | ) | (15,019 | ) | - | (236,378 | ) | (39,967 | ) | (276,345 | ) | ||||||||||||||||||||||
Total comprehensive income for the period | - | - | - | (221,359 | ) | (15,019 | ) | 931,583 | 695,205 | 22,838 | 718,043 | |||||||||||||||||||||||||
Acquisition of non-controlling interests | - | - | - | - | (1,940 | ) | - | (1,940 | ) | (14,639 | ) | (16,579 | ) | |||||||||||||||||||||||
Treasury shares held by associated companies | - | - | - | - | (3,339 | ) | - | (3,339 | ) | - | (3,339 | ) | ||||||||||||||||||||||||
Dividends paid in cash | - | - | - | - | - | (247,913 | ) | (247,913 | ) | (11,699 | ) | (259,612 | ) | |||||||||||||||||||||||
Balance at September 30, 2011 | 1,180,537 | 118,054 | 609,733 | (112,940 | ) | (4,489 | ) | 8,553,477 | 10,344,372 | 644,721 | 10,989,093 |
Attributable to equity holders of the Company | ||||||||||||||||||||||||||||||||||||
Share Capital (1) | Legal Reserves | Share Premium | Currency Translation Adjustment | Other Reserves | Retained Earnings | Total | Non-controlling interests | Total | ||||||||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||||||||||
Balance at January 1, 2010 | 1,180,537 | 118,054 | 609,733 | 29,533 | 10,484 | 7,143,823 | 9,092,164 | 628,672 | 9,720,836 | |||||||||||||||||||||||||||
Income for the period | - | - | - | - | - | 806,459 | 806,459 | 13,428 | 819,887 | |||||||||||||||||||||||||||
Currency translation adjustment | - | - | - | 35,862 | - | - | 35,862 | 28,520 | 64,382 | |||||||||||||||||||||||||||
Hedge reserve, net of tax | - | - | - | - | 3,220 | - | 3,220 | 227 | 3,447 | |||||||||||||||||||||||||||
Share of other comprehensive income of associates | - | - | - | 9,672 | 514 | - | 10,186 | - | 10,186 | |||||||||||||||||||||||||||
Other comprehensive income for the period | - | - | - | 45,534 | 3,734 | - | 49,268 | 28,747 | 78,015 | |||||||||||||||||||||||||||
Total comprehensive income for the period | - | - | - | 45,534 | 3,734 | 806,459 | 855,727 | 42,175 | 897,902 | |||||||||||||||||||||||||||
Acquisition and increase of non-controlling interests | - | - | - | - | (366 | ) | - | (366 | ) | (2,595 | ) | (2,961 | ) | |||||||||||||||||||||||
Dividends paid in cash | - | - | - | - | - | (247,913 | ) | (247,913 | ) | (19,019 | ) | (266,932 | ) | |||||||||||||||||||||||
Balance at September 30, 2010 | 1,180,537 | 118,054 | 609,733 | 75,067 | 13,852 | 7,702,369 | 9,699,612 | 649,233 | 10,348,845 |
(1) The Company has an authorized share capital of a single class of 2.5 billion shares having a nominal value of USD1.00 per share. As of September 30, 2011 and 2010 there were 1,180,536,830 shares issued. All issued shares are fully paid.
(2) The Distributable Reserve and Retained Earnings as of September 30, 2011 calculated in accordance with Luxembourg Law are disclosed in Note 10.
The accompanying notes are an integral part of these Consolidated Condensed Interim Financial Statements. These Consolidated Condensed Interim Financial Statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31, 2010
Tenaris S.A. Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2003
CONSOLIDATED CONDENSED INTERIM STATEMENT OF CASH FLOWS
(all amounts in thousands of U.S. dollars) | Nine-month period ended September 30, | |||||||||||
Note | 2011 | 2010 | ||||||||||
Cash flows from operating activities | (Unaudited) | |||||||||||
Income for the period | 994,388 | 819,887 | ||||||||||
Adjustments for: | ||||||||||||
Depreciation and amortization | 8 & 9 | 400,465 | 377,890 | |||||||||
Income tax accruals less payments | 107,008 | (67,542 | ) | |||||||||
Equity in earnings of associated companies | (48,519 | ) | (58,885 | ) | ||||||||
Interest accruals less payments, net | (28,455 | ) | 20,313 | |||||||||
Changes in provisions | 10,319 | 5,280 | ||||||||||
Changes in working capital | (489,686 | ) | (491,392 | ) | ||||||||
Other, including currency translation adjustment | (118,460 | ) | 11,430 | |||||||||
Net cash provided by operating activities | 827,060 | 616,981 | ||||||||||
Cash flows from investing activities | ||||||||||||
Capital expenditures | 8 & 9 | (673,930 | ) | (561,218 | ) | |||||||
Proceeds from disposal of property, plant and equipment and intangible assets | 3,339 | 6,961 | ||||||||||
Dividends and distributions received from associated companies | 17,229 | 13,732 | ||||||||||
Investments in short terms securities | 41,986 | (62,323 | ) | |||||||||
Net cash used in investing activities | (611,376 | ) | (602,848 | ) | ||||||||
Cash flows from financing activities | ||||||||||||
Dividends paid | (247,913 | ) | (247,913 | ) | ||||||||
Dividends paid to non-controlling interests in subsidiaries | (11,699 | ) | (19,019 | ) | ||||||||
Acquisitions of non-controlling interests | 11 | (16,579 | ) | (2,961 | ) | |||||||
Proceeds from borrowings | 713,518 | 369,718 | ||||||||||
Repayments of borrowings | (715,262 | ) | (733,868 | ) | ||||||||
Net cash used in financing activities | (277,935 | ) | (634,043 | ) | ||||||||
Decrease in cash and cash equivalents | (62,251 | ) | (619,910 | ) | ||||||||
Movement in cash and cash equivalents | ||||||||||||
At the beginning of the period | 820,165 | 1,528,707 | ||||||||||
Effect of exchange rate changes | (3,798 | ) | (8,028 | ) | ||||||||
Decrease in cash and cash equivalents | (62,251 | ) | (619,910 | ) | ||||||||
At September 30, | 754,116 | 900,769 | ||||||||||
At September 30, | ||||||||||||
Cash and cash equivalents | 2011 | 2010 | ||||||||||
Cash and bank deposits | 764,787 | 919,027 | ||||||||||
Bank overdrafts | (10,671 | ) | (18,258 | ) | ||||||||
754,116 | 900,769 |
The accompanying notes are an integral part of these Consolidated Condensed Interim Financial Statements. These Consolidated Condensed Interim Financial Statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31, 2010.
NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS
1 | General information |
2 | Accounting policies and basis of presentation |
3 | Segment information |
4 | Cost of sales |
5 | Selling, general and administrative expenses |
6 | Financial results |
7 | Earnings and dividends per share |
8 | Property, plant and equipment, net |
9 | Intangible assets, net |
10 | Contingencies, commitments and restrictions to the distribution of profits |
11 | Other acquisitions |
12 | Related party transactions |
13 | Nationalization of Venezuelan Subsidiaries |
14 | Recently issued accounting pronouncements relevant for Tenaris |
15 | Subsequent event |
NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS
(In the notes all amounts are shown in U.S. dollars, unless otherwise stated)
1 | General information |
Tenaris S.A. (the "Company") was established as a public limited liability company (societé anonyme) under the laws of the Grand-Duchy of Luxembourg on December 17, 2001. The Company holds, either directly or indirectly, controlling interests in various subsidiaries in the steel pipe manufacturing and distribution businesses. References in these Consolidated Condensed Interim Financial Statements to "Tenaris" refer to Tenaris S.A. and its consolidated subsidiaries. A list of the principal Company’s subsidiaries is included in Note 31 to the audited Consolidated Financial Statements for the year ended December 31, 2010.
The Company’s shares are listed on the Milan Stock Exchange, the Buenos Aires Stock Exchange and the Mexico City Stock Exchange; the Company’s American Depositary Securities (“ADS”) are listed on the New York Stock Exchange.
These Consolidated Condensed Interim Financial Statements were approved for issue by the Company’s Board of Directors on November 3, 2011.
2 | Accounting policies and basis of presentation |
These Consolidated Condensed Interim Financial Statements have been prepared in accordance with IAS 34, “Interim Financial Reporting”. The accounting policies used in the preparation of these Consolidated Condensed Interim Financial Statements are consistent with those used in the audited Consolidated Financial Statements for the year ended December 31, 2010. These Consolidated Condensed Interim Financial Statements should be read in conjunction with the audited Consolidated Financial Statements for the year ended December 31, 2010, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standard Board (“IASB”) and adopted by the European Union (“EU”).
Whenever necessary, comparative amounts have been reclassified to conform to changes in presentation in the current year.
The preparation of Consolidated Condensed Interim Financial Statements in conformity with IFRS requires management to make certain accounting estimates and assumptions that might affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the balance sheet dates, and the reported amounts of revenues and expenses for the reported periods. Actual results may differ from these estimates.
Material inter-company transactions, balances and unrealized gains (losses) on transactions between Tenaris subsidiaries have been eliminated in consolidation. However, since the functional currency of some subsidiaries is its respective local currency, some financial gains (losses) arising from inter-company transactions are generated. These are included in the Consolidated Condensed Interim Income Statement under Other financial results.
3 Segment information
Reportable operating segments
(Unaudited) | ||||||||||||||||
(all amounts in thousands of U.S. dollars) | Tubes | Projects | Other | Total | ||||||||||||
Nine-month period ended September 30, 2011 | ||||||||||||||||
Net sales | 6,115,395 | 538,145 | 568,387 | 7,221,927 | ||||||||||||
Cost of sales | (3,752,219 | ) | (358,026 | ) | (396,387 | ) | (4,506,632 | ) | ||||||||
Gross profit | 2,363,176 | 180,119 | 172,000 | 2,715,295 | ||||||||||||
Selling, general and administrative expenses | (1,244,690 | ) | (68,936 | ) | (66,904 | ) | (1,380,530 | ) | ||||||||
Other operating income (expenses), net | 4,841 | (623 | ) | 85 | 4,303 | |||||||||||
Operating income | 1,123,327 | 110,560 | 105,181 | 1,339,068 | ||||||||||||
Depreciation and amortization | 373,633 | 15,940 | 10,892 | 400,465 | ||||||||||||
Capital expenditures | 617,185 | 52,001 | 4,744 | 673,930 | ||||||||||||
Nine-month period ended September 30, 2010 | ||||||||||||||||
Net sales | 4,917,357 | 282,593 | 447,775 | 5,647,725 | ||||||||||||
Cost of sales | (2,914,316 | ) | (185,042 | ) | (323,697 | ) | (3,423,055 | ) | ||||||||
Gross profit | 2,003,041 | 97,551 | 124,078 | 2,224,670 | ||||||||||||
Selling, general and administrative expenses | (998,796 | ) | (59,519 | ) | (50,483 | ) | (1,108,798 | ) | ||||||||
Other operating income (expenses), net | (1,910 | ) | 2,104 | 3,663 | 3,857 | |||||||||||
Operating income | 1,002,335 | 40,136 | 77,258 | 1,119,729 | ||||||||||||
Depreciation and amortization | 351,468 | 14,730 | 11,692 | 377,890 | ||||||||||||
Capital expenditures | 524,419 | 33,681 | 3,118 | 561,218 |
Geographical information
(Unaudited) | ||||||||||||||||||||||||
(all amounts in thousands of U.S. dollars) | North America | South America | Europe | Middle East & Africa | Far East & Oceania | Total | ||||||||||||||||||
Nine-month period ended September 30, 2011 | ||||||||||||||||||||||||
Net sales | 3,122,603 | 1,886,460 | 839,378 | 960,245 | 413,241 | 7,221,927 | ||||||||||||||||||
Depreciation and amortization | 211,529 | 78,622 | 88,491 | 1,318 | 20,505 | 400,465 | ||||||||||||||||||
Capital expenditures | 410,356 | 118,701 | 121,699 | 12,784 | 10,390 | 673,930 | ||||||||||||||||||
Nine-month period ended September 30, 2010 | ||||||||||||||||||||||||
Net sales | 2,391,673 | 1,391,724 | 586,708 | 964,960 | 312,660 | 5,647,725 | ||||||||||||||||||
Depreciation and amortization | 192,572 | 78,830 | 85,796 | 950 | 19,742 | 377,890 | ||||||||||||||||||
Capital expenditures | 370,141 | 81,536 | 90,661 | 11,003 | 7,877 | 561,218 |
Allocation of net sales to geographical information is based on customer location. Allocation of depreciation and amortization is based on the geographical location of the underlying assets.
There are no revenues from external customers attributable to the Company’s country of incorporation (Luxembourg). For geographical information purposes, “North America” comprises Canada, Mexico and the USA; “South America” comprises principally Argentina, Brazil, Colombia, Ecuador, Peru and Venezuela; “Europe” comprises principally Italy, Norway and Romania; “Middle East and Africa” comprises principally Algeria, Egypt, Kazakhstan, Kuwait, Nigeria, Saudi Arabia and United Arab Emirates; “Far East and Oceania” comprises principally Australia, China, Indonesia and Japan.
4 Cost of sales
Nine-month period ended September 30, | ||||||||
(all amounts in thousands of U.S. dollars) | 2011 | 2010 | ||||||
(Unaudited) | ||||||||
Inventories at the beginning of the period | 2,460,384 | 1,687,059 | ||||||
Plus: Charges of the period | ||||||||
Raw materials, energy, consumables and other | 3,231,953 | 2,696,198 | ||||||
Services and fees | 268,064 | 242,266 | ||||||
Labor cost | 836,662 | 690,777 | ||||||
Depreciation of property, plant and equipment | 233,968 | 215,221 | ||||||
Amortization of intangible assets | 3,892 | 2,610 | ||||||
Maintenance expenses | 159,886 | 132,662 | ||||||
Allowance for obsolescence | 5,833 | (30,104 | ) | |||||
Taxes | 3,883 | 5,334 | ||||||
Other | 74,306 | 51,308 | ||||||
4,818,447 | 4,006,272 | |||||||
Less: Inventories at the end of the period | (2,772,199 | ) | (2,270,276 | ) | ||||
4,506,632 | 3,423,055 |
5 Selling, general and administrative expenses
Nine-month period ended September 30, | ||||||||
(all amounts in thousands of U.S. dollars) | 2011 | 2010 | ||||||
(Unaudited) | ||||||||
Services and fees | 164,494 | 154,218 | ||||||
Labor cost | 400,204 | 332,500 | ||||||
Depreciation of property, plant and equipment | 8,809 | 9,415 | ||||||
Amortization of intangible assets | 153,796 | 150,644 | ||||||
Commissions, freight and other selling expenses | 403,461 | 306,534 | ||||||
Provisions for contingencies | 37,917 | 25,028 | ||||||
Allowances for doubtful accounts | 5,233 | (14,496 | ) | |||||
Taxes | 109,304 | 88,412 | ||||||
Other | 97,312 | 56,543 | ||||||
1,380,530 | 1,108,798 |
6 Financial results
Nine-month period ended September 30, | ||||||||
(all amounts in thousands of U.S. dollars) | 2011 | 2010 | ||||||
(Unaudited) | ||||||||
Interest income | 19,747 | 25,468 | ||||||
Interest expense (*) | (39,362 | ) | (51,961 | ) | ||||
Interest net | (19,615 | ) | (26,493 | ) | ||||
Net foreign exchange transaction results | 63,812 | (12,450 | ) | |||||
Foreign exchange derivatives contracts results (**) | (42,276 | ) | (1,490 | ) | ||||
Other | (4,867 | ) | (1,960 | ) | ||||
Other financial results | 16,669 | (15,900 | ) | |||||
Net financial results | (2,946 | ) | (42,393 | ) |
6 Financial results (Cont.)
Net foreign exchange transaction results include those amounts that affect the gross margin of certain subsidiaries which functional currencies are different from the U.S. dollar.
(*) Includes interest rate swap losses of $5.2 million and $11.6 million for the nine-month period ended September 30, 2011 and September 30, 2010, respectively.
(**) Includes a loss of $7.7 million and a loss of $2.0 million on an identified embedded derivative for the nine-month periods ended September 30, 2011 and September 30, 2010, respectively.
7 Earnings and dividends per share
Earnings per share are calculated by dividing the net income attributable to equity holders of the Company by the daily weighted average number of ordinary shares in issue during the period.
Nine-month period ended September 30, | ||||||||
2011 | 2010 | |||||||
(Unaudited) | ||||||||
Net income attributable to equity holders | 931,583 | 806,459 | ||||||
Weighted average number of ordinary shares in issue (thousands) | 1,180,537 | 1,180,537 | ||||||
Basic and diluted earnings per share (U.S. dollars per share) | 0.79 | 0.68 | ||||||
Basic and diluted earnings per ADS (U.S. dollars per ADS) (*) | 1.58 | 1.37 |
(*) Each ADS equals two shares
On June 1, 2011 the Company’s shareholders approved an annual dividend in the amount of $0.34 per share ($0.68 per ADS). The amount approved included the interim dividend previously paid in November 2010, in the amount of $0.13 per share ($0.26 per ADS). The balance, amounting to $0.21 per share ($0.42 per ADS), was paid on June 23, 2011. In the aggregate, the interim dividend paid in November 2010 and the balance paid in June 2011 amounted to approximately $401 million.
8 Property, plant and equipment, net
(all amounts in thousands of U.S. dollars) | 2011 | 2010 | ||||||
(Unaudited) | ||||||||
Nine-month period ended September 30, | ||||||||
Opening net book amount | 3,780,580 | 3,254,587 | ||||||
Currency translation adjustment | (150,383 | ) | 16,971 | |||||
Additions | 645,751 | 543,394 | ||||||
Disposals | (3,339 | ) | (6,937 | ) | ||||
Transfers | (192 | ) | (7,225 | ) | ||||
Depreciation charge | (242,777 | ) | (224,636 | ) | ||||
At September 30, | 4,029,640 | 3,576,154 |
9 Intangible assets, net
(all amounts in thousands of U.S. dollars) | 2011 | 2010 | ||||||
(Unaudited) | ||||||||
Nine-month period ended September 30, | ||||||||
Opening net book amount | 3,581,816 | 3,670,920 | ||||||
Currency translation adjustment | (18,461 | ) | 6,420 | |||||
Additions | 28,179 | 17,824 | ||||||
Disposals | - | (24 | ) | |||||
Transfers | 192 | 1,622 | ||||||
Amortization charge | (157,688 | ) | (153,254 | ) | ||||
At September 30, | 3,434,038 | 3,543,508 |
10 Contingencies, commitments and restrictions to the distribution of profits
Contingencies
This note should be read in conjunction with Note 26 to the Company’s audited Consolidated Financial Statements for the year ended December 31, 2010.
Conversion of tax loss carry-forwards
On December 18, 2000, the Argentine tax authorities notified Siderca S.A.I.C., a Tenaris subsidiary organized in Argentina (“Siderca”), of an income tax assessment related to the conversion of tax loss carry-forwards into Debt Consolidation Bonds under Argentine Law No. 24.073. The adjustments proposed by the tax authorities represent an estimated contingency of ARS 105 million (approximately $25 million) at September 30, 2011, in taxes and penalties. Tenaris believes that it is not probable that the ultimate resolution of the matter will result in an obligation. Accordingly, no provision was recorded in these Consolidated Condensed Interim Financial Statements.
Settlement with U.S. governmental authorities
In 2009, Tenaris announced that it had learned from one of its customers in Central Asia that certain sales agency payments made by one of the Company’s subsidiaries may have improperly benefited employees of the customer and other persons, potentially in violation of the U.S. Foreign Corrupt Practices Act (FCPA). The audit committee of the Company’s board of directors engaged external counsel in connection with a review of these payments and related matters. The Company voluntarily notified the U.S. Securities and Exchange Commission (“SEC”) and the U.S. Department of Justice (“DOJ”), and cooperated in the investigations conducted by the SEC and the DOJ.
On May 17, 2011, Tenaris settled the SEC’s and the DOJ’s FCPA investigations. The settlements describe conduct by former Tenaris regional sales personnel relating to payments to officials of a state controlled oil and gas production company in the Caspian region, as well as certain record keeping and internal control failures relating to this conduct. The settlements also state that Tenaris voluntarily disclosed this conduct to the SEC and the DOJ in a timely and complete manner, conducted an internal investigation, provided thorough, real time cooperation to the SEC and the DOJ, and undertook remediation efforts, including voluntary enhancements to its compliance program. In the settlement with the SEC, Tenaris agreed to pay approximately $5.4 million in disgorgement of profits and interest, and in the settlement with the DOJ Tenaris agreed to pay a $3.5 million penalty. Tenaris timely paid those amounts to the DOJ and the SEC.
Commitments
Set forth is a description of Tenaris’s main outstanding commitments:
● | A Tenaris company is a party to a five-year contract with Nucor Corporation, under which it committed to purchase from Nucor steel coils, with deliveries starting in January 2007 on a monthly basis. The Tenaris company has negotiated a one-year extension to the original contract, through December 2012. Prices are adjusted quarterly in accordance with market conditions. As of September 30, 2011 the estimated aggregate amount of the contract at current prices is approximately $ 408 million. |
● | A Tenaris company is a party to a ten year raw material purchase contract with Rio Tinto Fer et Titane (ex- QIT), under which it committed to purchase steel bars, with deliveries starting in July 2007. As of September 30, 2011 the estimated aggregate amount of the remaining commitments on the contract at current prices is approximately $214 million. The contract allows the Tenaris company to claim lower commitments in market downturns and severe market downturns subject to certain limitations. |
10 Contingencies, commitments and restrictions to the distribution of profits (Cont.)
Restrictions to the distribution of profits and payment of dividends
As of September 30, 2011, equity as defined under Luxembourg law and regulations consisted of:
(all amounts in thousands of U.S. dollars) | (Unaudited) | |||
Share capital | 1,180,537 | |||
Legal reserve | 118,054 | |||
Share premium | 609,733 | |||
Retained earnings including net income for the nine month period ended September 30, 2011 | 23,189,137 | |||
Total equity in accordance with Luxembourg law | 25,097,461 |
At least 5% of the Company’s net income per year, as calculated in accordance with Luxembourg law and regulations, must be allocated to the creation of a legal reserve equivalent to 10% of the Company’s share capital. As of December 31, 2010, this reserve is fully allocated and additional allocations to the reserve are not required under Luxembourg law. Dividends may not be paid out of the legal reserve.
The Company may pay dividends to the extent, among other conditions, that it has distributable retained earnings calculated in accordance with Luxembourg law and regulations.
At September 30, 2011, distributable amount under Luxembourg law totals $23.8 billion, as detailed below.
(all amounts in thousands of U.S. dollars) | (Unaudited) | |||
Retained earnings at December 31, 2010 under Luxembourg law | 16,631,947 | |||
Gain from the transfer of shares in affiliated undertakings (*) | 6,828,757 | |||
Other income and expenses for the nine month period ended September 30, 2011 | (23,654 | ) | ||
Dividends paid | (247,913 | ) | ||
Retained earnings at September 30, 2011 under Luxembourg law | 23,189,137 | |||
Share premium | 609,733 | |||
Distributable amount at September 30, 2011 under Luxembourg law | 23,798,870 |
(*) As explained in Note 33 to the Company’s audited Consolidated Financial Statements for the year ended December 31, 2010, in the fourth quarter of 2010, the Company carried out a multi-step corporate reorganization, which included, among other transactions, the contribution of most of the Company’s assets and liabilities to a wholly-owned, newly-incorporated Luxembourg subsidiary and the restructuring of indirect holdings in certain subsidiaries. The second phase of the corporate reorganization was made in September 2011, and resulted in a revaluation of the accounting value (under Luxembourg GAAP) of the assets then contributed.
11 Other acquisitions
Non controlling interests
During the nine-month period ended September 30, 2011 and 2010, additional shares of certain Tenaris subsidiaries were acquired from non-controlling shareholders for approximately $16.6 million and $3.4 million, respectively.
12 Related party transactions
As of September 30, 2011:
● | San Faustin S.A., a Luxembourg public limited liability company (société anonyme) (“San Faustin”), owned 713,605,187 shares in the Company, representing 60.45% of the Company’s capital and voting rights. |
● | San Faustin owned all of its shares in the Company through its wholly-owned subsidiary Techint Holdings S.ar.l., a Luxembourg private limited liability company (société à responsabilité limitée) (“Techint”). |
● | Rocca & Partners Stichting Administratiekantoor Aandelen San Faustin, a Dutch private foundation (Stichting) (“RP STAK”) held shares in San Faustin sufficient in number to control San Faustin. |
● | No person or group of persons controls RP STAK. |
12 Related party transactions (Cont.)
Based on the information most recently available to the Company, Tenaris’ directors and senior management as a group owned 0.12% of the Company’s outstanding shares.
At September 30, 2011, the closing price of the Ternium S.A. (“Ternium”) ADS as quoted on the New York Stock Exchange was $20.83 per ADS, giving Tenaris’ ownership stake a market value of approximately $478.5 million. At September 30, 2011, the carrying value of Tenaris’ ownership stake in Ternium, based on Ternium’s IFRS financial statements was approximately $651.6 million.
Transactions and balances disclosed as “Associated” companies are those with companies over which Tenaris exerts significant influence or joint control in accordance with IFRS, but does not have control. All other transactions with related parties which are not Associated and which are not consolidated are disclosed as “Other”.
The following transactions were carried out with related parties:
(all amounts in thousands of U.S. dollars)
Nine-month period ended September 30, 2011 | (Unaudited) | ||||||||||||
Associated (1) | Other | Total | |||||||||||
(i) | Transactions | ||||||||||||
(a) Sales of goods and services | |||||||||||||
Sales of goods | 29,361 | 78,916 | 108,277 | ||||||||||
Sales of services | 11,104 | 3,527 | 14,631 | ||||||||||
40,465 | 82,443 | 122,908 | |||||||||||
(b) Purchases of goods and services | |||||||||||||
Purchases of goods | 108,814 | 16,201 | 125,015 | ||||||||||
Purchases of services | 65,604 | 90,562 | 156,166 | ||||||||||
174,418 | 106,763 | 281,181 |
Nine-month period ended September 30, 2010 | (Unaudited) | ||||||||||||
Associated (1) | Other | Total | |||||||||||
(i) | Transactions | ||||||||||||
(a) Sales of goods and services | |||||||||||||
Sales of goods | 26,432 | 41,965 | 68,397 | ||||||||||
Sales of services | 8,580 | 2,128 | 10,708 | ||||||||||
35,012 | 44,093 | 79,105 | |||||||||||
(b) Purchases of goods and services | |||||||||||||
Purchases of goods | 135,358 | 20,088 | 155,446 | ||||||||||
Purchases of services | 43,865 | 106,595 | 150,460 | ||||||||||
179,223 | 126,683 | 305,906 |
At September 30, 2011 | (Unaudited) | ||||||||||||
Associated (1) | Other | Total | |||||||||||
(ii) | Period-end balances | ||||||||||||
(a) Arising from sales / purchases of goods / services | |||||||||||||
Receivables from related parties | 45,108 | 9,721 | 54,829 | ||||||||||
Payables to related parties | (49,256 | ) | (11,972 | ) | (61,228 | ) | |||||||
(4,148 | ) | (2,251 | ) | (6,399 | ) | ||||||||
(b) Financial debt | |||||||||||||
Borrowings | (5,967 | ) | (1,187 | ) | (7,154 | ) |
12 Related party transactions (Cont.)
At December 31, 2010 | |||||||||||||
Associated (1) | Other | Total | |||||||||||
(ii) | Year-end balances | ||||||||||||
(a) Arising from sales / purchases of goods / services | |||||||||||||
Receivables from related parties | 39,761 | 28,557 | 68,318 | ||||||||||
Payables to related parties | (17,534 | ) | (19,110 | ) | (36,644 | ) | |||||||
22,227 | 9,447 | 31,674 | |||||||||||
(b) Financial debt | |||||||||||||
Borrowings | (3,843 | ) | - | (3,843 | ) |
(1) Includes Ternium S.A. and its subsidiaries (“Ternium”), Condusid C.A. (“Condusid”), Finma S.A.I.F (“Finma”), Lomond Holdings B.V.
group (“Lomond”), Socotherm Brasil S.A. (“Socotherm”) and Hydril Jindal International Private Ltd (“Hydril Jindal”).
13 Nationalization of Venezuelan Subsidiaries
In May 2009, within the framework of Decree Law 6058, Venezuela’s President Hugo Chávez announced the nationalization of, among other companies, the Company's majority-owned subsidiaries TAVSA - Tubos de Acero de Venezuela S.A. ("Tavsa") and, Matesi Materiales Siderúrgicos S.A ("Matesi"), and Complejo Siderúrgico de Guayana, C.A ("Comsigua"), in which the Company has a non-controlling interest (collectively, the “Venezuelan Companies").
In July 2009, President Chávez issued Decree 6796, which ordered the acquisition of the Venezuelan Companies' assets and provided that Tavsa's assets would be held by the Ministry of Energy and Oil, while Matesi and Comsigua's assets would be held by the Ministry of Basic Industries and Mining. Decree 6796 also required the Venezuelan government to create certain committees at each of the Venezuelan Companies; each transition committee must ensure the nationalization of each Venezuelan Company and the continuity of its operations, and each technical committee (to be composed of representatives of Venezuela and the private sector) must negotiate over a 60-day period (extendable by mutual agreement) a fair price for each Venezuelan Company to be transferred to Venezuela. In the event the parties failed to reach agreement by the expiration of the 60-day period (or any extension thereof), the applicable Ministry would assume control and exclusive operation of the relevant Venezuelan Company, and the Executive Branch would be required to order their expropriation in accordance with the Venezuelan Expropriation Law. The Decree also specifies that all facts and activities there under are subject to Venezuelan law and any disputes relating thereto must be submitted to Venezuelan courts.
In August 2009, Venezuela, acting through the transition committee appointed by the Minister of Basic Industries and Mines of Venezuela, unilaterally assumed exclusive operational control over Matesi, and in November, 2009, Venezuela, acting through PDVSA Industrial S.A. (a subsidiary of Petróleos de Venezuela S.A.), formally assumed exclusive operational control over the assets of Tavsa.
In 2010, Venezuela’s National Assembly declared Matesi’s assets to be of public and social interest and ordered the Executive Branch to take the necessary measures for the expropriation of such assets. In June 2011, President Chávez issued Decree 8280, which orders the expropriation of Matesi’s assets as may be required for the implementation of a state-owned project for the production, sale and distribution of briquettes, and further instructs to commence negotiations and take any actions required for the acquisition of such assets.
Tenaris’s investments in the Venezuelan companies are protected under applicable bilateral investment treaties, including the bilateral investment treaty between Venezuela and the Belgian-Luxembourgish Union, and Tenaris continues to reserve all of its rights under contracts, investment treaties and Venezuelan and international law. Tenaris has also consented to the jurisdiction of the ICSID in connection with the nationalization process.
In August 2011, Tenaris and its wholly-owned subsidiary Talta - Trading e Marketing Sociedad Unipessoal Lda (Talta), initiated arbitration proceedings against Venezuela before the International Centre for Settlement of Investment Disputes (ICSID) in Washington D.C., pursuant to the bilateral investment treaties entered into by Venezuela with the Belgium-Luxembourg Economic Union and Portugal. In these proceedings, Tenaris and Talta seek adequate and effective compensation for the expropriation of their investment in Matesi. This case was registered by the ICSID on September 30, 2011.
13 Nationalization of Venezuelan Subsidiaries (Cont.)
Based on the facts and circumstances described above and following the guidance set forth by IAS 27R, the Company ceased consolidating the results of operations and cash flows of the Venezuelan Companies as from June 30, 2009, and classified its investments in the Venezuelan Companies as financial assets based on the definitions contained in paragraphs 11(c)(i) and 13 of IAS 32.
The Company classified its interests in the Venezuelan Companies as available-for-sale investments since management believes they do not fulfill the requirements for classification within any of the remaining categories provided by IAS 39 and such classification is the most appropriate accounting treatment applicable to non-voluntary dispositions of assets.
Tenaris or its subsidiaries have net receivables with the Venezuelan Companies as of September 30, 2011 for a total amount of approximately $28 million.
The Company records its interest in the Venezuelan Companies at its carrying amount at September 30, 2009, and not at fair value, following the guidance set forth by paragraphs 46(c), AG80 and AG81 of IAS 39.
14 Recently issued accounting pronouncements relevant for Tenaris
(i) International Accounting Standard 19 (amended 2011), “Employee benefits”
In June 2011, the IASB issued IAS 19 (amended 2011), “Employee benefits”, which makes significant changes to the recognition and measurement of defined benefit pension expense and termination benefits, and to the disclosures for all employee benefits. IAS 19 (amended 2011) must be applied for annual periods beginning on or after 1 January 2013.
(ii) International Accounting Standard 1 (amended 2011), “Presentation of financial statements”
In June 2011, the IASB issued IAS 1 (amended 2011), “Presentation of financial statements”. The amendment requires entities to separate items presented in OCI into two groups, based on whether or not they may be recycled to profit or loss in the future. IAS 1 (amended 2011) must be applied for annual periods beginning on or after 1 July 2012.
(iii) International Financial Reporting Standard 10, “Consolidated financial statements”
In May 2011, the IASB issued IFRS 10, “Consolidated financial statements”. IFRS 10 replaces all of the guidance on control and consolidation in IAS 27 and SIC-12. IFRS 10 must be applied for annual periods beginning on or after 1 January 2013.
(iv) International Financial Reporting Standard 12, “Disclosures of interest in other entities”
In May 2011, the IASB issued IFRS 12, “Disclosures of interest in other entities”. This standard includes the disclosure requirements for all forms of interest in other entities. IFRS 12 must be applied for annual periods beginning on or after 1 January 2013.
(v) International Financial Reporting Standard 13, “Fair value measurement”
In May 2011, the IASB issued IFRS 13, “Fair value measurement”. IFRS 13 explains how to measure fair value and aims to enhance fair value disclosures. IFRS 13 must be applied for annual periods beginning on or after 1 January 2013.
These standards, amendments to standards and interpretations are not effective for the financial year beginning January 1, 2011 and have not been early adopted.
The Company's management has not assessed the potential impact that the application of these standards may have on the Company's financial condition or results of operations.
15 Subsequent event
Interim dividend payment
On November 3, 2011, the company’s board of directors approved the payment of an interim dividend of $0.13 per share ($0.26 per ADS), or approximately $153 million, on November 24, 2011 with an ex-dividend date of November 21, 2011.
Ricardo Soler | |
Chief Financial Officer |