Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or 40-F.
Form 20-F ___X___ 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___X____
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-__
TENARIS S.A.
CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
46a, Avenue John F. Kennedy - 2nd Floor.
L - 1855 Luxembourg
3
CONSOLIDATED CONDENSED INTERIM INCOME STATEMENT
(all amounts in thousands of U.S. dollars, unless otherwise | Three-month period ended | Nine-month period | |||||
stated) | September 30, | ended September 30, | |||||
Notes | 2009 | 2008 | 2009 | 2008 | |||
Continuing operations | (Unaudited) | (Unaudited) | |||||
Net sales | 3 | 1,771,475 | 3,073,978 | 6,302,107 | 8,784,402 | ||
Cost of sales | 3 & 4 | (1,080,161) | (1,712,417) | (3,708,372) | (5,015,248) | ||
Gross profit | 691,314 | 1,361,561 | 2,593,735 | 3,769,154 | |||
Selling, general and administrative expenses | 3 & 5 | (327,234) | (450,453) | (1,110,240) | (1,328,491) | ||
Other operating income (expense), net | 3 | (3,528) | 20,688 | (504) | 15,741 | ||
Operating income | 360,552 | 931,796 | 1,482,991 | 2,456,404 | |||
Interest income | 6 | 10,435 | 16,910 | 23,172 | 45,591 | ||
Interest expense | 6 | (31,007) | (38,442) | (94,589) | (138,566) | ||
Other financial results | 6 | (15,377) | (31,664) | (67,643) | (41,236) | ||
Income before equity in earnings of associated companies | |||||||
and income tax | 324,603 | 878,600 | 1,343,931 | 2,322,193 | |||
Equity in earnings of associated companies | 10,294 | 24,290 | 68,229 | 122,253 | |||
Income before income tax | 334,897 | 902,890 | 1,412,160 | 2,444,446 | |||
Income tax | (97,583) | (272,668) | (417,175) | (701,132) | |||
Income for continuing operations | 237,314 | 630,222 | 994,985 | 1,743,314 | |||
Discontinued operations | |||||||
Result for discontinued operations | 12 | - | 935 | (28,138) | 417,841 | ||
Income for the period | 237,314 | 631,157 | 966,847 | 2,161,155 | |||
Attributable to: | |||||||
Equity holders of the Company | 229,873 | 570,635 | 939,188 | 2,031,149 | |||
Minority interest | 7,441 | 60,522 | 27,659 | 130,006 | |||
237,314 | 631,157 | 966,847 | 2,161,155 | ||||
Earnings per share attributable to the equity holders of the | |||||||
Company during period | |||||||
Weighted average number of outstanding ordinary shares | |||||||
(thousands) | 7 | 1,180,537 | 1,180,537 | 1,180,537 | 1,180,537 | ||
Earnings per share (U.S. dollars per share) | 7 | 0.19 | 0.48 | 0.80 | 1.72 | ||
Earnings per ADS (U.S. dollars per ADS) | 7 | 0.39 | 0.97 | 1.59 | 3.44 |
CONSOLIDATED CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME
Three-month period | Nine-month period | ||||
(all amounts in thousands of U.S. dollars) | ended September 30, | ended September 30, | |||
2009 | 2008 | 2009 | 2008 | ||
(Unaudited) | (Unaudited) | ||||
Income for the period | 237,314 | 631,157 | 966,847 | 2,161,155 | |
Other comprehensive income: | |||||
Currency translation adjustment | 161,570 | (257,961) | 323,432 | (81,689) | |
Cash flow hedges | 5,227 | 8,158 | (3,122) | 1,793 | |
Share of other comprehensive income of associates | |||||
Currency translation adjustment | (3,840) | (6,805) | (8,270) | 13,676 | |
Cash flow hedges | 356 | (1,072) | 2,171 | (1,368) | |
Income tax relating to components of other comprehensive income | (134) | (3,888) | 2,742 | 135 | |
Other comprehensive income for the period, net of tax | 163,179 | (261,568) | 316,953 | (67,453) | |
Total comprehensive income for the period | 400,493 | 369,589 | 1,283,800 | 2,093,702 | |
Attributable to: | |||||
Equity holders of the Company | 345,729 | 363,230 | 1,161,117 | 1,976,854 | |
Minority interest | 54,764 | 6,359 | 122,683 | 116,848 | |
400,493 | 369,589 | 1,283,800 | 2,093,702 | ||
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, 2008.
1
CONSOLIDATED CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION
(all amounts in thousands of U.S. dollars) | At September 30, 2009 | At December 31, 2008 | ||||||||
Notes | (Unaudited) | |||||||||
ASSETS | ||||||||||
Non-current assets | ||||||||||
Property, plant and equipment, net | 8 | 3,193,279 | 2,982,871 | |||||||
Intangible assets, net | 9 | 3,707,914 | 3,826,987 | |||||||
Investments in associated companies | 578,758 | 527,007 | ||||||||
Other investments | 31,835 | 38,355 | ||||||||
Deferred tax assets | 195,778 | 390,323 | ||||||||
Receivables | 81,143 | 7,788,707 | 82,752 | 7,848,295 | ||||||
Current assets | ||||||||||
Inventories | 1,902,555 | 3,091,401 | ||||||||
Receivables and prepayments | 225,905 | 251,481 | ||||||||
Current tax assets | 234,587 | 201,607 | ||||||||
Trade receivables | 1,295,386 | 2,123,296 | ||||||||
Available for sale assets | 14 | 21,572 | - | |||||||
Other investments | 528,861 | 45,863 | ||||||||
Cash and cash equivalents | 1,741,352 | 5,950,218 | 1,538,769 | 7,252,417 | ||||||
Total assets | 13,738,925 | 15,100,712 | ||||||||
EQUITY | ||||||||||
Capital and reserves attributable to the Companys | 8,982,765 | 8,176,571 | ||||||||
equity holders | ||||||||||
Minority interest | 618,746 | 525,316 | ||||||||
Total equity | 9,601,511 | 8,701,887 | ||||||||
LIABILITIES | ||||||||||
Non-current liabilities | ||||||||||
Borrowings | 844,946 | 1,241,048 | ||||||||
Deferred tax liabilities | 872,861 | 1,053,838 | ||||||||
Other liabilities | 202,024 | 223,142 | ||||||||
Provisions | 84,695 | 89,526 | ||||||||
Trade payables | 3,018 | 2,007,544 | 1,254 | 2,608,808 | ||||||
Current liabilities | ||||||||||
Borrowings | 868,358 | 1,735,967 | ||||||||
Current tax liabilities | 322,041 | 610,313 | ||||||||
Other liabilities | 250,986 | 242,620 | ||||||||
Provisions | 35,986 | 28,511 | ||||||||
Customer advances | 152,690 | 275,815 | ||||||||
Trade payables | 499,809 | 2,129,870 | 896,791 | 3,790,017 | ||||||
Total liabilities | 4,137,414 | 6,398,825 | ||||||||
Total equity and liabilities | 13,738,925 | 15,100,712 | ||||||||
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, 2008.
2
CONSOLIDATED CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY
(all amounts in thousands of U.S. dollars)
Attributable to equity holders of the Company | ||||||||||
Currency | ||||||||||
Share | Legal | Share | Translation | Other | Retained | Minority | ||||
Capital | Reserves | Premium | Adjustment | Reserves | Earnings (*) | Total | Interest | Total | ||
(Unaudited) | ||||||||||
Balance at January 1, 2009 | 1,180,537 | 118,054 | 609,733 | (223,779) | 2,127 | 6,489,899 | 8,176,571 | 525,316 | 8,701,887 | |
Income for the period | - | - | - | - | - | 939,188 | 939,188 | 27,659 | 966,847 | |
Other comprehensive income por the period | - | - | - | 217,156 | 4,773 | - | 221,929 | 95,024 | 316,953 | |
Total comprehensive income por the period | - | - | - | 217,156 | 4,773 | 939,188 | 1,161,117 | 122,683 | 1,283,800 | |
Acquisition and decrease of minority interest | - | - | - | - | (783) | - | (783) | 3,445 | 2,662 | |
Change in equity reserves | - | - | - | - | 21 | - | 21 | - | 21 | |
Dividends paid in cash | - | - | - | - | - | (354,161) | (354,161) | (32,698) | (386,859) | |
Balance at September 30, 2009 | 1,180,537 | 118,054 | 609,733 | (6,623) | 6,138 | 7,074,926 | 8,982,765 | 618,746 | 9,601,511 | |
Attributable to equity holders of the Company |
||||||||||
Currency | ||||||||||
Share | Legal | Share | Translation | Other | Retained | Minority | ||||
Capital | Reserves | Premium | Adjustment | Reserves | Earnings | Total | Interest | Total | ||
(Unaudited) | ||||||||||
Balance at January 1, 2008 | 1,180,537 | 118,054 | 609,733 | 266,049 | 18,203 | 4,813,701 | 7,006,277 | 523,573 | 7,529,850 | |
Income for the period | - | - | - | - | - | 2,031,149 | 2,031,149 | 130,006 | 2,161,155 | |
Other comprehensive income por the period | - | - | - | (55,033) | 738 | - | (54,295) | (13,158) | (67,453) | |
Total comprehensive income por the period | - | - | - | (55,033) | 738 | 2,031,149 | 1,976,854 | 116,848 | 2,093,702 | |
Acquisition and decrease of minority interest | - | - | - | - | (1,798) | - | (1,798) | (8,070) | (9,868) | |
Dividends paid in cash | - | - | - | - | - | (295,134) | (295,134) | (60,117) | (355,251) | |
Balance at September 30, 2008 | 1,180,537 | 118,054 | 609,733 | 211,016 | 17,143 | 6,549,716 | 8,686,199 | 572,234 | 9,258,433 | |
(*) Retained Earnings as of September 30, 2009 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, 2008.
3
CONSOLIDATED CONDENSED INTERIM STATEMENT OF CASH FLOWS
Nine-month period ended | |||||
September 30, | |||||
(all amounts in thousands of U.S. dollars) | Note | 2009 | 2008 | ||
Cash flows from operating activities | (Unaudited) | (Unaudited) | |||
Income for the period | 966,847 | 2,161,155 | |||
Adjustments for: | |||||
Depreciation and amortization | 8 & 9 | 375,850 | 403,758 | ||
Income tax accruals less payments | (345,431) | (219,750) | |||
Equity in earnings of associated companies | (67,367) | (122,386) | |||
Income from the sale of pressure control business | - | (394,323) | |||
Interest accruals less payments, net | (17,957) | 26,507 | |||
Changes in provisions | 4,026 | 10,839 | |||
Changes in working capital | 1,534,948 | (803,078) | |||
Other, including currency translation adjustment | 196,070 | 22,969 | |||
Net cash provided by operating activities | 2,646,986 | 1,085,691 | |||
Cash flows from investing activities | |||||
Capital expenditures | 8 & 9 | (327,795) | (337,138) | ||
Acquisitions of subsidiaries and minority interest | 11 | (73,564) | (9,868) | ||
Proceeds from the sale of pressure control business (*) | 12 | - | 1,113,805 | ||
Proceeds from disposal of property, plant and equipment and intangible assets | 12,004 | 12,166 | |||
Investments in short terms securities | (482,998) | 60,533 | |||
Dividends received | 8,903 | 13,636 | |||
Other | - | (3,428) | |||
Net cash (used in) provided by investing activities | (863,450) | 849,706 | |||
Cash flows from financing activities | |||||
Dividends paid | (354,161) | (295,134) | |||
Dividends paid to minority interest in subsidiaries | (32,698) | (60,117) | |||
Proceeds from borrowings | 509,802 | 731,205 | |||
Repayments of borrowings | (1,704,173) | (1,777,464) | |||
Net cash used in financing activities | (1,581,230) | (1,401,510) | |||
Increase in cash and cash equivalents | 202,306 | 533,887 | |||
Movement in cash and cash equivalents | |||||
At the beginning of the period | 1,525,022 | 954,303 | |||
Effect of exchange rate changes | 15,788 | (24,548) | |||
Decrease due to deconsolidation | (9,696) | - | |||
Increase in cash and cash equivalents | 202,306 | 533,887 | |||
At September 30, | 1,733,420 | 1,463,642 | |||
At September 30, | |||||
Cash and cash equivalents | 2009 | 2008 | |||
Cash and bank deposits | 1,741,352 | 1,489,787 | |||
Bank overdrafts | (7,932) | (26,145) | |||
1,733,420 | 1,463,642 | ||||
(*) Includes $394 million of after-tax gain, $381 million of assets and liabilities held for sale and $339 million of income tax charges and related expenses.
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, 2008.
4
NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS
1 General information5
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), a Luxembourg corporation (societé anonyme holding), was incorporated on December 17, 2001 as a holding company in steel pipe manufacturing and distributing operations. The Company holds, either directly or indirectly, controlling interests in various subsidiaries. References in these Consolidated Condensed Interim Financial Statements to Tenaris refer to Tenaris S.A. and its consolidated subsidiaries. A list of the principal Companys subsidiaries is included in Note 31 to the audited Consolidated Financial Statements for the year ended December 31, 2008.
These Consolidated Condensed Interim Financial Statements were approved for issue by the Companys Board of Directors on November 5, 2009.
2 Accounting policies and basis of presentation
These Consolidated Condensed Interim Financial Statements have been prepared in accordance with IAS 34, Interim Financial Reporting. These Consolidated Condensed Interim Financial Statements should be read in conjunction with the audited Consolidated Financial Statements for the year ended December 31, 2008, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standard Board and adopted by the European Union.
Considering the comments described below, 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, 2008.
The following standards amendment is mandatory for the financial year beginning 1 January, 2009:
IAS 1 (revised), Presentation of financial statements: The revised standard prohibits the presentation of items of income and expenses (that is non-owner changes in equity) in the statement of changes in equity, requiring them to be presented separately from owner changes in equity. Entities can choose whether to present one performance statement (the statement of comprehensive income) or two statements (the income statement and the statement of comprehensive income). The Company has elected to present two statements: an income statement and a statement of comprehensive income. These interim financial statements have been prepared under the revised disclosure requirements.
Certain 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.
6
3 Segment information
Reportable operating segments
(Unaudited) | ||||||
(all amounts in thousands of U.S. dollars) | Total | Total | ||||
Continuing | Discontinued | |||||
Tubes | Projects | Other | operations | operations (*) | ||
Nine-month period ended September 30, 2009 | ||||||
Net sales | 5,170,370 | 765,365 | 366,372 | 6,302,107 | 18,558 | |
Cost of sales | (2,861,165) | (551,530) | (295,677) | (3,708,372) | (31,866) | |
Gross profit | 2,309,205 | 213,835 | 70,695 | 2,593,735 | (13,308) | |
Selling, general and administrative expenses | (995,938) | (61,147) | (53,155) | (1,110,240) | (9,540) | |
Other operating income (expenses), net | (1,131) | 1,357 | (730) | (504) | (179) | |
Operating income | 1,312,136 | 154,045 | 16,810 | 1,482,991 | (23,027) | |
Depreciation and amortization | 345,429 | 13,341 | 17,053 | 375,823 | 27 | |
Nine-month period ended September 30, 2008 | ||||||
Net sales | 7,252,515 | 958,970 | 572,917 | 8,784,402 | 207,070 | |
Cost of sales | (3,920,143) | (688,314) | (406,791) | (5,015,248) | (131,128) | |
Gross profit | 3,332,372 | 270,656 | 166,126 | 3,769,154 | 75,942 | |
Selling, general and administrative expenses | (1,153,369) | (95,910) | (79,212) | (1,328,491) | (36,143) | |
Other operating income (expenses), net | 19,154 | (1,544) | (1,869) | 15,741 | (646) | |
Operating income | 2,198,157 | 173,202 | 85,045 | 2,456,404 | 39,153 | |
Depreciation and amortization | 364,071 | 15,706 | 17,636 | 397,413 | 15,310 |
Geographical information | ||||||||
(Unaudited) | ||||||||
Middle | Total | Total | ||||||
(all amounts in thousands of U.S. | North | South | East & | Far East & | Continuing | Discontinued | ||
dollars) | America | America | Europe | Africa | Oceania | operations | operations (*) | |
Nine-month period ended | ||||||||
September 30, 2009 | ||||||||
Net sales | 2,291,127 | 1,722,656 | 691,382 | 1,209,255 | 387,687 | 6,302,107 | 18,558 | |
Depreciation and amortization | 207,867 | 73,021 | 80,316 | 937 | 13,682 | 375,823 | 27 | |
Nine-month period ended | ||||||||
September 30, 2008 | ||||||||
Net sales | 3,345,675 | 2,079,229 | 1,439,608 | 1,385,475 | 534,415 | 8,784,402 | 207,070 | |
Depreciation and amortization | 227,341 | 74,023 | 84,581 | 943 | 10,525 | 397,413 | 15,310 |
(*) Corresponds to pressure control operations and the nationalization of Venezuelan subsidiaries.
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 Companys country of incorporation (Luxembourg). For geographical information purposes, North America comprises principally Canada, Mexico and the USA; South America comprises principally Argentina, Brazil, Colombia, Venezuela and Ecuador; Europe comprises principally Italy and Norway; Middle East and Africa comprises principally Saudi Arabia, Angola and Iraq; Far East and Oceania comprises principally China, Indonesia and Japan.
7
4 Cost of sales
Nine-month period ended | |||
September 30, | |||
(all amounts in thousands of U.S. dollars) | 2009 | 2008 | |
(Unaudited) | |||
Inventories at the beginning of the period | 3,091,401 | 2,598,856 | |
Plus: Charges of the period | |||
Raw materials, energy, consumables and other | 1,411,365 | 4,416,969 | |
Increase in inventory due to business combinations | 53,541 | - | |
Services and fees | 179,522 | 304,384 | |
Labor cost | 532,148 | 705,460 | |
Depreciation of property, plant and equipment | 192,219 | 215,556 | |
Amortization of intangible assets | 1,998 | 1,605 | |
Maintenance expenses | 117,420 | 162,735 | |
Provisions for contingencies | 1,447 | 12 | |
Allowance for obsolescence | 64,468 | (12,522) | |
Taxes | 5,646 | 6,590 | |
Other | 35,344 | 80,771 | |
2,595,118 | 5,881,560 | ||
Transfer to assets available for sale | (43,726) | - | |
Less: Inventories at the end of the period | (1,902,555) | (3,334,040) | |
3,740,238 | 5,146,376 | ||
From Discontinued operations | (31,866) | (131,128) | |
3,708,372 | 5,015,248 | ||
5 Selling, general and administrative expenses | |||
Nine-month period ended | |||
September 30, | |||
(all amounts in thousands of U.S. dollars) | 2009 | 2008 | |
(Unaudited) | |||
Services and fees | 151,784 | 158,712 | |
Labor cost | 306,655 | 334,206 | |
Depreciation of property, plant and equipment | 8,460 | 9,328 | |
Amortization of intangible assets | 173,173 | 186,234 | |
Commissions, freight and other selling expenses | 282,562 | 424,958 | |
Provisions for contingencies | 24,929 | 28,615 | |
Allowances for doubtful accounts | 19,869 | 12,798 | |
Taxes | 84,117 | 118,608 | |
Other | 68,231 | 91,175 | |
1,119,780 | 1,364,634 | ||
From Discontinued operations | (9,540) | (36,143) | |
1,110,240 | 1,328,491 | ||
8
6 Financial results
Nine-month period ended | |||
(all amounts in thousands of U.S. dollars) | September 30, | ||
2009 | 2008 | ||
(Unaudited) | |||
Interest income | 23,327 | 45,901 | |
Interest expense (*) | (98,169) | (142,469) | |
Interest net | (74,842) | (96,568) | |
Net foreign exchange transaction results | (60,613) | (39,668) | |
Foreign exchange derivatives results (**) | (3,754) | 9,821 | |
Other | (4,158) | (15,329) | |
Other financial results | (68,525) | (45,176) | |
Net financial results | (143,367) | (141,744) | |
From Discontinued operations | 4,307 | 7,533 | |
(139,060) | (134,211) | ||
Each item included in this note differs from its corresponding line in the Consolidated Condensed Interim Income Statement because it includes discontinued operations results.
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.
(*) Interest rate swaps losses, included under Interest expense for the nine- month period ended September 30, 2009 and September 30, 2008 amount to $14.1 million and $9.7 million, respectively.
As further described in Section III.A. Financial Risk Factors to the Companys audited Consolidated Financial Statements for the year ended December 31, 2008, in order to partially hedge future interest payments related to long-term debt, as well as to convert borrowings from floating to fixed rates, Tenaris has entered into interest rate swaps and swaps with an embedded knock-in option. A total notional amount of $500 million was covered by these instruments which coverage has begun between April and June, 2009 and expires between April and June, 2011. In September 2009, a Tenaris subsidiary partially prepaid the syndicated loan facility entered into to finance the acquisition of Maverick in an amount of $270 million. Accordingly, Tenaris derecognized the corresponding portion of its hedge reserve designation on interest rate swaps derivatives recording a loss for an amount of $5.4 million, included in the total amount of $14.1 million of interest rate swaps losses for the nine-month period ended September 30, 2009.
(**)Tenaris has identified certain embedded derivatives and in accordance with IAS 39 (Financial Instruments: Recognition and Measurement) has accounted them separately from their host contracts. A gain of $23 million and a loss of $7.5 million arising from the valuation of these contracts have been recognized for the nine month period ended September 30, 2009 and September 30, 2008, 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, | |||
2009 | 2008 | ||
(Unaudited) | |||
Income attributable to equity holders | 939,188 | 2,031,149 | |
Weighted average number of ordinary shares in issue (thousand) | 1,180,537 | 1,180,537 | |
Basic and diluted earnings per share ( U.S. dollars per share) | 0.80 | 1.72 | |
Basic and diluted earnings per ADS ( U.S. dollars per ADS) (*) | 1.59 | 3.44 | |
Result for discontinued operations | (28,138) | 417,841 | |
Basic and diluted earnings per share | (0.02) | 0.35 | |
Basic and diluted earnings per ADS (*) | (0.05) | 0.71 | |
(*) Each ADS equals to two shares |
9
On June 3, 2009, the Companys shareholders approved an annual dividend in the amount of $0.43 per share ($0.86 per ADS). The amount approved included the interim dividend previously paid in November 2008, in the amount of $0.13 per share ($0.26 per ADS). The balance, amounting to $0.30 per share ($0.60 per ADS), was paid on June 25, 2009. In the aggregate, the interim dividend paid in November 2008 and the balance paid in June 2009 amounted to approximately $507 million.
8 Property, plant and equipment, net
(all amounts in thousands of U.S. dollars) | 2009 | 2008 | |
(Unaudited) | |||
Nine-month period ended September 30, | |||
Opening net book amount | 2,982,871 | 3,269,007 | |
Currency translation differences | 92,987 | (39,638) | |
Increase due to business combinations | 24,123 | - | |
Additions | 313,583 | 313,046 | |
Disposals | (11,458) | (10,595) | |
Transfers | (2,088) | (1,600) | |
Depreciation charge | (200,679) | (222,630) | |
Disposals due to deconsolidation | (6,060) | - | |
At September 30, | 3,193,279 | 3,307,590 | |
9 Intangible assets, net
(all amounts in thousands of U.S. dollars) | 2009 | 2008 | |
(Unaudited) | |||
Nine-month period ended September 30, | |||
Opening net book amount | 3,826,987 | 4,542,352 | |
Currency translation differences | 40,774 | (37,472) | |
Additions | 14,212 | 24,092 | |
Disposals | (546) | (1,571) | |
Transfers | 2,088 | 1,600 | |
Amortization charge | (175,171) | (181,128) | |
Disposals due to deconsolidation | (430) | - | |
At September 30, | 3,707,914 | 4,347,873 | |
10 Contingencies, commitments and restrictions to the distribution of profits
Contingencies
This note should be read in conjunction with Note 26 to the Companys audited Consolidated Financial Statements for the year ended December 31, 2008.
Asbestos-related litigation
Dalmine S.p.A. (Dalmine), a Tenaris subsidiary organized in Italy is currently subject to 13 civil proceedings for work-related injuries arising from the use of asbestos in its manufacturing processes during the period from 1960 to 1980. In addition, another 32 asbestos related out-of-court claims have been forwarded to Dalmine.
As of September 30, 2009, the total claims pending against Dalmine were 45 (of which, none are covered by insurance): during the nine month period ended September 30, 2009, 11 new claims were filed, no claims were adjudicated, 5 claims were settled all of which were paid, 3 claims were rejected, and 13 claims were dismissed.
Aggregate settlement costs to date for Tenaris are Euro 8.3 million ($12.1 million). Dalmine estimates that its potential liability in connection with the claims not yet settled is approximately Euro 13.1 million ($19.1 million).
10
Accruals for Dalmines potential liability are based on the average of the amounts paid by Dalmine for asbestos related claims plus an additional amount related to some reimbursements requested by the social security authority. The maximum potential liability is not determinable as in some cases the requests for damages do not specify amounts, and instead is to be determined by the court. The timing of payment of the amounts claimed is not presently determinable.
Maverick litigation
On November 22, 2006, Maverick Tube Corporation (Maverick) received a letter from The Bank of New York as trustee (the Trustee) for the holders of 2004 4% Convertible Senior Subordinated Notes due 2033 issued by Maverick (the 2004 Notes), concerning an alleged breach of the indenture entered into on December 30, 2004, between Maverick and the Trustee, and governing the 2004 Notes (as amended, the Indenture). The alleged breach of the Indenture was based on Mavericks refusal to grant the holders of the 2004 Notes conversion rights provided by the Public Acquirer Change of Control provision of the Indenture.
On December 11, 2006 the Trustee filed a complaint against Maverick and Tenaris in the United States District Court for the Southern District of New York. The complaint alleges that Tenariss acquisition of Maverick triggered the Public Acquirer Change of Control provision and asserted a breach of contract claim against Maverick for refusing to accept the 2004 Notes for conversion for the consideration specified in the Public Acquirer Change of Control provision. The complaint also seeks a declaratory judgment that Tenariss acquisition of Maverick was a Public Acquirer Change of Control under the Indenture and therefore triggers the above mentioned conversion rights, and asserts claims for tortious interference with contract and unjust enrichment against Tenaris.
Defendants filed a motion to dismiss the complaint, or in the alternative, for summary judgment on March 13, 2007. Plaintiff filed a motion for partial summary judgment on the same date. On January 25, 2008, Law Debenture Trust Company of New York, (as successor to The Bank of New York as trustee under the Indenture) was substituted for The Bank of New York as plaintiff. On October 15, 2008, the court denied Law Debentures motion for partial summary judgment and granted defendants motion for summary judgment dismissing the complaint in its entirety. On November 20, 2008, Law Debenture filed a notice of appeal in the United States Court of Appeals for the Second Circuit. Law Debentures opening brief on appeal was filed on March 30, 2009, the brief for Maverick and Tenaris was filed on May 28, 2009 and Law Debentures reply brief was filed on June 28, 2009. Oral argument has been scheduled for November 20, 2009.
Tenaris believes that these claims are without merit. Accordingly, no provision was recorded in these Consolidated Condensed Interim Financial Statements. Were plaintiff to prevail, Tenaris estimates that the recovery would be approximately $50 million, plus interest.
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 ARS88.4 million (approximately $23.4 million) at September 30, 2009, in taxes and penalties. Based on the views of Sidercas tax advisors, 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.
Customer Claim
A lawsuit was filed on September 6, 2007, against three Tenaris subsidiaries, alleging negligence, gross negligence and intentional acts characterized as fraudulent inducement concerning allegedly defective well casing. Plaintiff alleged the complete loss of one natural gas production well and formation damage that precludes further exploration and production at the well site and sought compensatory and punitive damages of $25 million. The lawsuit was subsequently amended to add the Company and other of its subsidiaries as defendants and to change the claims to be breach of contract and fraud. On October 22, 2008, the Plaintiff again amended its petition to add new counts (including strict liability) and increase its prayer for damages to $245 million, plus punitive damages, treble damages and attorney fees. Each petition was tendered to a Tenaris subsidiary insurer, and the Tenaris subsidiary received the insurers agreement to provide a defense. The insurer reserved its rights with respect to its indemnity obligations. On July 20, 2009 the lawsuit was settled for an amount of $15 million and thus a Tenaris subsidiary recorded a provision of $12.7 million in addition to the previously recorded of $2.3 million. As of the date of these Consolidated Condensed Interim Financial Statements, the insurer is not participating in this settlement. On September 11, 2009 certain Tenaris subsidiaries initiated legal proceedings against the insurer. According to IAS 37, no expected reimbursement from the insurer has been registered yet.
11
Ongoing investigation
The Company has learned from one of its customers in Central Asia that certain sales agency payments made by one of the Companys subsidiaries may have improperly benefited employees of the customer and other persons. These payments may have violated certain applicable laws, including the U.S. FCPA. The Audit Committee of the Companys Board of Directors has engaged external counsel in connection with a review of these payments and related matters, and the Company has voluntarily notified the U.S. Securities and Exchange Commission and the U.S. Department of Justice. The Company will share the results of this review with the appropriate regulatory agencies, and will cooperate with any investigations that may be conducted by such agencies. At this time, the Company cannot predict the outcome of these matters or estimate the range of potential loss or extent of risk, if any, to the Companys business that may result from resolution of these matters.
Commitments
Set forth is a description of Tenariss 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. As a result of current global downturn and the lower level of steel coil purchases planned for future months, the Tenaris company has negotiated and obtained from Nucor a waiver of the monthly committed volumes. The Company is reviewing its steel purchasing requirements with Nucor each quarter, therefore, the current waiver of monthly commitments is valid until December 31, 2009.
A Tenaris company is a party to a ten-year raw material purchase contract with QIT, under which it committed to purchase steel bars, with deliveries starting in July 2007. The estimated aggregate amount of the remaining commitments on the contract at current prices is approximately $278 million. The contract allows the Tenaris company to claim lower commitments in market downturns and severe market downturns subject to certain limitations.
A Tenaris company is a party to a contract with Siderar for the supply of steam generated at the power generation facility owned by Tenaris in San Nicolas, Argentina. Under this contract, the Tenaris company is required to provide 250 tn/hour of steam and Siderar has the obligation to take or pay this volume. The contract terminates in 2018.
Restrictions to the distribution of profits and payment of dividends
As of September 30, 2009, shareholders' 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, 2009 | 3,701,724 | |
Total shareholders equity in accordance with Luxembourg law | 5,610,048 | |
At least 5% of the Companys 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 Companys share capital. As of September 30, 2009, 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, 2009, retained earnings and result for the financial period of Tenaris under Luxembourg law totals $3.7 billion, as detailed below.
12
(all amounts in thousands of U.S. dollars) | (Unaudited) | |
Retained earnings at December 31, 2008 under Luxembourg law | 3,174,932 | |
Dividends received | 887,179 | |
Other income and expenses for the nine month period ended September 30, 2009 | (6,226) | |
Dividends paid | (354,161) | |
Retained earnings at September 30, 2009 under Luxembourg law | 3,701,724 | |
11 Business combinations and other acquisitions
(a) Tenaris acquired control of Seamless Pipe Indonesia Jaya
In April 2009, Tenaris completed the acquisition from Bakrie & Brothers TbK, Green Pipe International Limited and Cakrawala Baru of a 77.45% holding in Seamless Pipe Indonesia Jaya (SPIJ), an Indonesian OCTG processing business with heat treatment and premium connection threading facilities, for a purchase price of $69.5 million, with $21.9 million being payable as consideration for SPIJ's equity and $47.6 million as consideration for the assignment of certain sellers' loan to SPIJ. Tenaris began consolidating SPIJs balance sheet and results of operations since its acquisition date.
(b) Minority Interest
During the nine-month period ended September 30, 2009, additional shares of Confab, Dalmine and others were acquired from minority shareholders for approximately $9.5 million.
The assets and liabilities provisionally determined arising from the acquisitions are as follows:
Nine month period ended | ||
(all amounts in thousands of U.S. dollars) | September 30, 2009 | |
(Unaudited) | ||
Other assets and liabilities (net) | (1,309) | |
Property, plant and equipment | 24,123 | |
Net assets acquired | 22,814 | |
Minority interest | 3,150 | |
Sub-total | 25,964 | |
Assumed liabilities | 47,600 | |
Sub-total | 73,564 | |
Cash-acquired | 5,501 | |
Purchase consideration | 79,065 | |
The businesses acquired as of September 30, 2009 contributed revenues of $68.7 million and an operating income of $5.1 million.
12 Discontinued operations
Nationalization of Venezuelan Subsidiaries
The results of operations and cash flows generated by the Venezuelan Companies (as defined in Note 14) are presented as discontinued operations in these Consolidated Condensed Interim Financial Statements. For further information see Note 14.
Sale of Hydril pressure control business
On April 1, 2008, Tenaris sold to General Electric Company (GE) the pressure control business included as part of the acquisition of Hydril Company undertaken on May 2007. The pressure control business was sold, for an amount equivalent on a debt-free basis to $1,114 million. The result of this transaction was an after-tax gain of $394.3 million, calculated as the net proceeds of the sale less the book value of net assets held for sale, the corresponding tax effect and related expenses.
Analysis of the result of discontinued operations
13
(i) Income for discontinued operations
(all amounts in thousands of U.S. dollars) | Nine-month period ended September 30, | ||
2009 | 2008 | ||
(Unaudited) | |||
Gross (loss) profit | (13,308) | 75,942 | |
Operating (loss) income | (23,027) | 39,153 | |
After tax gain on the sale of pressure control business | - | 394,323 | |
Result for discontinued operations | (28,138) | 417,841 |
(ii) Net cash flows attributable to discontinued operations
Cash flows provided by operating activities in 2009 amounted to $1.8 million. Cash flow used in investing activities amounted to $0.8 million. Cash flow provided by financing activities amounted to $5.3 million. These amounts were estimated only for disclosure purposes, as cash flows from these discontinued operations were not managed separately from other cash flows.
Cash and cash equivalents from discontinued operations increased by $6.3 million in 2009.
Cash flows provided by operating activities in 2008 amounted to $23.9 million. Cash flow used in investing activities amounted to $6.3 million. Cash flow provided by financing activities amounted to $6.7 million. These amounts were estimated only for disclosure purposes, as cash flows from these discontinued operations were not managed separately from other cash flows.
Cash and cash equivalents from discontinued operations increased by $24.3 million in 2008.
13 Related party transactions
Based on the information most recently available to the Company, as of September 30, 2009:
San Faustin N.V. owned 713,605,187 shares in the Company, representing 60.45% of the Companys capital and voting rights.
San Faustín N.V. owned all of its shares in the Company through its wholly-owned subsidiary I.I.I. Industrial Investments Inc.
Rocca & Partners S.A. controlled a significant portion of the voting power of San Faustín N.V. and had the ability to influence matters affecting, or submitted to a vote of the shareholders of San Faustín N.V., such as the election of directors, the approval of certain corporate transactions and other matters concerning the companys policies.
There were no controlling shareholders for Rocca & Partners S.A.
Based on the information most recently available to the Company, as of March 31, 2009 Tenariss directors and senior management as a group owned 0.2% of the Companys outstanding shares, while the remaining 39.03% were publicly traded.
At September 30, 2009, the closing price of Ternium S.A. (Ternium) ADS as quoted on the New York Stock Exchange was $26.60 per ADS, giving Tenariss ownership stake a market value of approximately $611 million. At September 30, 2009, the carrying value of Tenariss ownership stake in Ternium was approximately $559 million.
Transactions and balances disclosed as with 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:
14
(all amounts in thousands of U.S. dollars) |
(Unaudited) | |||
Nine month period ended September 30, 2009 | ||||
Associated (1) | Other | Total | ||
(i) Transactions (3) | ||||
(a) Sales of goods and services | ||||
Sales of goods | 17,659 | 68,421 | 86,080 | |
Sales of services | 9,555 | 3,475 | 13,030 | |
27,214 | 71,896 | 99,110 | ||
(b) Purchases of goods and services | ||||
Purchases of goods | 25,712 | 7,027 | 32,739 | |
Purchases of services | 69,646 | 50,679 | 120,325 | |
95,358 | 57,706 | 153,064 | ||
(Unaudited) | ||||
Nine month period ended September 30, 2008 | ||||
Associated (2) | Other | Total | ||
(i) Transactions (4) | ||||
(a) Sales of goods and services | ||||
Sales of goods | 48,321 | 27,586 | 75,907 | |
Sales of services | 14,483 | 2,413 | 16,896 | |
62,804 | 29,999 | 92,803 | ||
(b) Purchases of goods and services | ||||
Purchases of goods | 91,781 | 16,017 | 107,798 | |
Purchases of services | 82,791 | 53,717 | 136,508 | |
174,572 | 69,734 | 244,306 | ||
(Unaudited) | ||||
At September 30, 2009 | ||||
Associated (1) | Other | Total | ||
(ii) Period-end balances | ||||
(a) Arising from sales / purchases of goods / services | ||||
Receivables from related parties | 15,931 | 5,504 | 21,435 | |
Payables to related parties | (17,168) | (10,101) | (27,269) | |
(1,237) | (4,597) | (5,834) | ||
(b) Financial debt | ||||
Borrowings | (3,743) | - | (3,743) | |
At December 31, 2008 | ||||
Associated (1) | Other | Total | ||
(ii) Year-end balances | ||||
(a) Arising from sales / purchases of goods / services | ||||
Receivables from related parties | 50,137 | 15,504 | 65,641 | |
Payables to related parties | (44,470) | (5,974) | (50,444) | |
5,667 | 9,530 | 15,197 | ||
(b) Financial debt | ||||
Borrowings | (2,294) | - | (2,294) | |
(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).
(2) Includes Ternium, Condusid, Finma, Lomond, Socotherm, Hydril Jindal and TMK Hydril JV.
(3) Includes $ 2.5 million of purchases of nationalized Venezuelan subsidiaries.
(4) Includes $12.9 million of sales and
$7.2 million of purchases of nationalized Venezuelan subsidiaries.
14 Processes in Venezuela
(a) Investment in Ternium: Sidor nationalization process
On May 7, 2009, Ternium completed the transfer of its entire 59.7% interest in Sidor to CVG. The transfer was effected as a result of Venezuelas Decree Law 6058, which ordered that Sidor and its subsidiaries and associated companies be transformed into state-owned enterprises and declared the activities of such companies of public and social interest. While CVG had assumed operational control of Sidor on July 12, 2008, Ternium had retained formal title over the shares until May 7, 2009. Ternium agreed to receive an aggregate amount of $1.97 billion as compensation for its Sidor shares. Of that amount, CVG paid $400 million in cash on May 7, 2009. The balance was divided in two tranches: the first tranche, of $945 million, is being paid in six equal quarterly installments, while the second tranche will be paid at maturity in November 2010, subject to quarterly mandatory prepayment events based on the increase of the WTI crude oil price over its May 6, 2009 level.
15
(b) Nationalization of Venezuelan Subsidiaries
Within the framework of Decree Law 6058, on May 22, 2009, Venezuelas President Hugo Chávez announced the nationalization of, among other companies, the Companys majority-owned subsidiaries TAVSA Tubos de Acero de Venezuela S.A. (Tavsa) and, Matesi, Materiales Siderurgicos S.A (Matesi), and Complejo Siderurgico de Guayana, C.A (Comsigua), in which the Company has a minority interest (collectively, the Venezuelan Companies). On May 25, 2009, the Minister of Basic Industries and Mines of Venezuela (MIBAM) issued official communications N°230/09 and 231/09, appointing the MIBAMs representatives to the transition committees charged with overseeing the nationalization processes of Tavsa and Matesi. On May 29, 2009, the Company sent response letters to the MIBAM acknowledging the Venezuelan governments decision to nationalize Tavsa and Matesi, appointing its representatives to the transition committees, and reserving all of its rights under contracts, investment treaties and Venezuelan and international law and the right to submit any controversy between the Company or its subsidiaries and Venezuela relating to Tavsa and Matesis nationalization to international arbitration, including arbitration administered by ICSID.
On July 14, 2009, President Chávez issued Decree 6796, which orders the acquisition of the Venezuelan Companies assets and provides that Tavsas assets will be held by the Ministry of Energy and Oil, while Matesi and Comsiguas assets will be held by MIBAM. Decree 6796 also requires 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 fail to reach agreement by the expiration of the 60-day period (or any extension thereof), the applicable Ministry will assume control and exclusive operation of the relevant Venezuelan Company, and the Executive Branch will 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.
On August 19, 2009 the Company announced that Venezuela, acting through the transition committee appointed by the MIBAM, unilaterally assumed exclusive operational control over Matesi.
The Companys investments in Tavsa, Matesi and Comsigua are protected under applicable bilateral investment treaties, including the bilateral investment treaty between Venezuela and the Belgian-Luxembourgish Union, and, as noted above, Tenaris continues to reserve all of its rights under contracts, investment treaties and Venezuelan and international law, and to consent to the jurisdiction of the ICSID in connection with the nationalization process.
Based on the facts and circumstances described above and following the guidance set forth by IAS 27, the Company ceased consolidating the Venezuelan Companies results of operations and cash flows 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 subsidiaries have also net receivables with the Venezuelan Companies as of September 30, 2009 for a total amount of $25.4 million.
The Company records its interest in the Venezuelan Companies at its carrying amount at June 30, 2009, and not at fair value, following the guidance set forth by paragraphs 46(c), AG80 and AG81 of IAS 39.
15 Subsequent event
On November 5, 2009, the Companys 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 26, 2009, with an ex-dividend date of November 23, 2009.
Ricardo Soler
Chief Financial Officer
16
Tenaris, S.A. |
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By: |
/S/ Cecilia Bilesio
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Cecilia Bilesio
Corporate Secretary |