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 June 1, 2015
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 Ö 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 Ö
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’s Restated Consolidated Condensed Interim Financial Statements for the nine-month period ended September 30, 2014.
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: June 1, 2015
Tenaris, S.A.
By: /s/ Cecilia Bilesio
Cecilia Bilesio
Corporate Secretary
Tenaris S.A. Restated Consolidated Condensed Interim Financial Statements for the nine-month period ended September 30, 2014
TENARIS S.A.
RESTATED CONSOLIDATED CONDENSED
INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2014
29, Avenue de la Porte-Neuve – 3rd Floor.
L - 2227 Luxembourg
Tenaris S.A. Restated Consolidated Condensed Interim Financial Statements for the nine-month period ended September 30, 2014
RESTATED 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
|
2014
|
2013
|
2014
|
2013
|
|
|
Continuing operations
|
(Unaudited)
(Restated)
|
(Unaudited)
|
(Unaudited)
(Restated)
|
(Unaudited)
|
|
|
Net sales
|
3
|
2,420,631
|
2,415,061
|
7,661,457
|
7,922,636
|
|
Cost of sales
|
4
|
(1,510,166)
|
(1,507,706)
|
(4,628,088)
|
(4,867,581)
|
|
Gross profit
|
910,465
|
907,355
|
3,033,369
|
3,055,055
|
|
|
Selling, general and administrative expenses
|
5
|
(480,103)
|
(439,191)
|
(1,487,200)
|
(1,444,085)
|
|
Other operating income (expense), net
|
3,243
|
(4,484)
|
2,488
|
(15,509)
|
|
|
Operating income
|
433,605
|
463,680
|
1,548,657
|
1,595,461
|
|
|
Finance Income
|
6
|
7,021
|
9,893
|
34,141
|
22,139
|
|
Finance Cost
|
6
|
(12,878)
|
(18,845)
|
(36,499)
|
(49,374)
|
|
Other financial results
|
6
|
2,293
|
(7,920)
|
41,757
|
(9,551)
|
|
Income before equity in earnings of non-consolidated companies and income tax
|
430,041
|
446,808
|
1,588,056
|
1,558,675
|
|
|
Equity in earnings of non-consolidated companies
|
(226,412)
|
9,884
|
(193,224)
|
33,950
|
|
|
Income before income tax
|
203,629
|
456,692
|
1,394,832
|
1,592,625
|
|
|
Income tax
|
(116,614)
|
(142,404)
|
(459,898)
|
(426,055)
|
|
|
Income for the period
|
87,015
|
314,288
|
934,934
|
1,166,570
|
|
|
Attributable to:
|
|||||
|
Owners of the parent
|
81,209
|
300,159
|
911,599
|
1,142,764
|
|
|
Non-controlling interests
|
5,806
|
14,129
|
23,335
|
23,806
|
|
|
87,015
|
314,288
|
934,934
|
1,166,570
|
||
|
Earnings per share attributable to the owners of the parent during the period:
|
|||||
|
Weighted average number of ordinary shares (thousands)
|
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)
|
0.07
|
0.25
|
0.77
|
0.97
|
|
|
Basic and diluted earnings per ADS (U.S. dollars per ADS) (1)
|
0.14
|
0.51
|
1.54
|
1.94
|
|
(1) Each ADS equals two shares.
RESTATED 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,
|
|||
|
2014
|
2013
|
2014
|
2013
|
||
|
(Unaudited)
(Restated)
|
(Unaudited)
|
(Unaudited)
(Restated)
|
(Unaudited)
|
||
|
Income for the period
|
87,015
|
314,288
|
934,934
|
1,166,570
|
|
|
Items that will not be reclassified to profit or loss:
|
|||||
|
Remeasurements of post employment benefit obligations
|
162
|
-
|
4,590
|
-
|
|
|
Income tax on items that will not be reclassified
|
(61)
|
-
|
(1,226)
|
-
|
|
|
101
|
-
|
3,364
|
-
|
||
|
Items that may be reclassified subsequently to profit or loss:
|
|||||
|
Currency translation adjustment
|
(137,240)
|
32,535
|
(125,928)
|
(8,276)
|
|
|
Change in value of available for sale financial instruments and cash flow hedges
|
(1,127)
|
(660)
|
(509)
|
4,559
|
|
|
Share of other comprehensive income of non-consolidated companies:
|
|||||
|
- Currency translation adjustment
|
(50,129)
|
(8,431)
|
(37,623)
|
(56,210)
|
|
|
- Changes in the fair value of derivatives held as cash flow hedges
|
(29)
|
317
|
(933)
|
1,446
|
|
|
Income tax relating to items that may be reclassified
|
(275)
|
164
|
(242)
|
843
|
|
|
Other comprehensive (loss) income for the period, net of tax
|
(188,699)
|
23,925
|
(161,871)
|
(57,638)
|
|
|
Total comprehensive income for the period
|
(101,684)
|
338,213
|
773,063
|
1,108,932
|
|
|
Attributable to:
|
|||||
|
Owners of the parent
|
(107,174)
|
323,870
|
750,099
|
1,084,969
|
|
|
Non-controlling interests
|
5,490
|
14,343
|
22,964
|
23,963
|
|
|
(101,684)
|
338,213
|
773,063
|
1,108,932
|
||
The accompanying notes are an integral part of these Restated Consolidated Condensed Interim Financial Statements. These Restated 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, 2013.
1
Tenaris S.A. Restated Consolidated Condensed Interim Financial Statements for the nine-month period ended September 30, 2014
RESTATED CONSOLIDATED CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION
|
(all amounts in thousands of U.S. dollars)
|
At September 30, 2014
|
At December 31, 2013
|
||||
|
Notes
|
(Unaudited) - (Restated)
|
|||||
|
ASSETS
|
||||||
|
Non-current assets
|
||||||
|
Property, plant and equipment, net
|
8
|
4,963,906
|
4,673,767
|
|||
|
Intangible assets, net
|
9
|
2,973,912
|
3,067,236
|
|||
|
Investments in non-consolidated companies
|
656,631
|
912,758
|
||||
|
Other investments
|
1,531
|
2,498
|
||||
|
Deferred tax assets
|
240,457
|
197,159
|
||||
|
Receivables
|
249,099
|
9,085,536
|
152,080
|
9,005,498
|
||
|
Current assets
|
||||||
|
Inventories
|
2,825,108
|
2,702,647
|
||||
|
Receivables and prepayments
|
219,787
|
220,224
|
||||
|
Current tax assets
|
148,775
|
156,191
|
||||
|
Trade receivables
|
1,749,952
|
1,982,979
|
||||
|
Available for sale assets
|
21,572
|
21,572
|
||||
|
Other investments
|
10
|
2,159,928
|
1,227,330
|
|||
|
Cash and cash equivalents
|
10
|
584,270
|
7,709,392
|
614,529
|
6,925,472
|
|
|
Total assets
|
16,794,928
|
15,930,970
|
||||
|
EQUITY
|
||||||
|
Capital and reserves attributable to owners of the parent
|
12,686,366
|
12,290,420
|
||||
|
Non-controlling interests
|
153,973
|
179,446
|
||||
|
Total equity
|
12,840,339
|
12,469,866
|
||||
|
LIABILITIES
|
||||||
|
Non-current liabilities
|
||||||
|
Borrowings
|
21,673
|
246,218
|
||||
|
Deferred tax liabilities
|
700,336
|
751,105
|
||||
|
Other liabilities
|
285,993
|
277,257
|
||||
|
Provisions
|
73,097
|
1,081,099
|
66,795
|
1,341,375
|
||
|
Current liabilities
|
||||||
|
Borrowings
|
1,105,519
|
684,717
|
||||
|
Current tax liabilities
|
341,697
|
266,760
|
||||
|
Other liabilities
|
363,355
|
250,997
|
||||
|
Provisions
|
28,404
|
25,715
|
||||
|
Customer advances
|
139,711
|
56,911
|
||||
|
Trade payables
|
894,804
|
2,873,490
|
834,629
|
2,119,729
|
||
|
Total liabilities
|
3,954,589
|
3,461,104
|
||||
|
Total equity and liabilities
|
16,794,928
|
15,930,970
|
||||
The accompanying notes are an integral part of these Restated Consolidated Condensed Interim Financial Statements. These Restated 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, 2013.
2
Tenaris S.A. Restated Consolidated Condensed Interim Financial Statements for the nine-month period ended September 30, 2014
RESTATED CONSOLIDATED CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY
|
Attributable to owners of the parent
|
|||||||||
|
Share Capital (1)
|
Legal Reserves
|
Share Premium
|
Currency Translation Adjustment
|
Other Reserves
|
Retained Earnings (2)
|
Total
|
Non-controlling interests
|
Total
|
|
|
(Unaudited)
(Restated)
|
|||||||||
|
Balance at December 31, 2013
|
1,180,537
|
118,054
|
609,733
|
(406,744)
|
(305,758)
|
11,094,598
|
12,290,420
|
179,446
|
12,469,866
|
|
Income for the period
|
-
|
-
|
-
|
-
|
-
|
911,599
|
911,599
|
23,335
|
934,934
|
|
Currency translation adjustment
|
-
|
-
|
-
|
(125,307)
|
-
|
-
|
(125,307)
|
(621)
|
(125,928)
|
|
Remeasurements of post employment benefit obligations, net of taxes
|
-
|
-
|
-
|
-
|
3,363
|
-
|
3,363
|
1
|
3,364
|
|
Change in value of available for sale financial instruments and cash flow hedges net of tax
|
-
|
-
|
-
|
-
|
(1,000)
|
-
|
(1,000)
|
249
|
(751)
|
|
Share of other comprehensive income of non-consolidated companies
|
-
|
-
|
-
|
(37,623)
|
(933)
|
-
|
(38,556)
|
-
|
(38,556)
|
|
Other comprehensive (loss) income for the period
|
-
|
-
|
-
|
(162,930)
|
1,430
|
-
|
(161,500)
|
(371)
|
(161,871)
|
|
Total comprehensive income for the period
|
-
|
-
|
-
|
(162,930)
|
1,430
|
911,599
|
750,099
|
22,964
|
773,063
|
|
Acquisition of non-controlling interests
|
-
|
-
|
-
|
-
|
8
|
-
|
8
|
(148)
|
(140)
|
|
Dividends paid in cash
|
-
|
-
|
-
|
-
|
-
|
(354,161)
|
(354,161)
|
(48,289)
|
(402,450)
|
|
Balance at September 30, 2014 (Restated)
|
1,180,537
|
118,054
|
609,733
|
(569,674)
|
(304,320)
|
11,652,036
|
12,686,366
|
153,973
|
12,840,339
|
|
Attributable to owners of the parent
|
|||||||||
|
Share Capital (1)
|
Legal Reserves
|
Share Premium
|
Currency Translation Adjustment
|
Other Reserves
|
Retained Earnings
|
Total
|
Non-controlling interests
|
Total
|
|
|
(Unaudited)
|
|||||||||
|
Balance at December 31, 2012
|
1,180,537
|
118,054
|
609,733
|
(316,831)
|
(314,297)
|
10,050,835
|
11,328,031
|
171,561
|
11,499,592
|
|
Income for the period
|
-
|
-
|
-
|
-
|
-
|
1,142,764
|
1,142,764
|
23,806
|
1,166,570
|
|
Currency translation adjustment
|
-
|
-
|
-
|
(8,433)
|
-
|
-
|
(8,433)
|
157
|
(8,276)
|
|
Hedge reserve, net of tax
|
-
|
-
|
-
|
-
|
5,402
|
-
|
5,402
|
-
|
5,402
|
|
Share of other comprehensive income of non-consolidated companies
|
-
|
-
|
-
|
(56,210)
|
1,446
|
-
|
(54,764)
|
-
|
(54,764)
|
|
Other comprehensive (loss) income for the period
|
-
|
-
|
-
|
(64,643)
|
6,848
|
-
|
(57,795)
|
157
|
(57,638)
|
|
Total comprehensive income for the period
|
-
|
-
|
-
|
(64,643)
|
6,848
|
1,142,764
|
1,084,969
|
23,963
|
1,108,932
|
|
Acquisition of non-controlling interests
|
-
|
-
|
-
|
-
|
(10,552)
|
-
|
(10,552)
|
2,784
|
(7,768)
|
|
Dividends paid in cash
|
-
|
-
|
-
|
-
|
-
|
(354,161)
|
(354,161)
|
(18,642)
|
(372,803)
|
|
Balance at September 30, 2013
|
1,180,537
|
118,054
|
609,733
|
(381,474)
|
(318,001)
|
10,839,438
|
12,048,287
|
179,666
|
12,227,953
|
(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, 2014 and 2013 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, 2014 calculated in accordance with Luxembourg Law are disclosed in Note 11.
The accompanying notes are an integral part of these Restated Consolidated Condensed Interim Financial Statements. These Restated 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, 2013.
3
Tenaris S.A. Restated Consolidated Condensed Interim Financial Statements for the nine-month period ended September 30, 2014
RESTATED CONSOLIDATED CONDENSED INTERIM STATEMENT OF CASH FLOWS
|
(all amounts in thousands of U.S. dollars)
|
Nine-month period ended September 30,
|
||
|
Notes
|
2014
|
2013
|
|
|
Cash flows from operating activities
|
(Unaudited)
(Restated)
|
(Unaudited)
|
|
|
Income for the period
|
934,934
|
1,166,570
|
|
|
Adjustments for:
|
|||
|
Depreciation and amortization
|
8 & 9
|
459,258
|
454,903
|
|
Income tax accruals less payments
|
78,146
|
64,612
|
|
|
Equity in earnings of non-consolidated companies
|
193,224
|
(33,950)
|
|
|
Interest accruals less payments, net
|
(31,205)
|
(29,902)
|
|
|
Changes in provisions
|
5,425
|
(2,404)
|
|
|
Changes in working capital
|
267,983
|
311,705
|
|
|
Other, including currency translation adjustment
|
(69,989)
|
(18,121)
|
|
|
Net cash provided by operating activities
|
1,837,776
|
1,913,413
|
|
|
Cash flows from investing activities
|
|||
|
Capital expenditures
|
8 & 9
|
(714,367)
|
(569,841)
|
|
Advance to suppliers of property, plant and equipment
|
(50,652)
|
14,221
|
|
|
Investment in non-consolidated companies
|
12
|
(1,380)
|
-
|
|
Acquisition of subsidiaries
|
12
|
(27,157)
|
-
|
|
Net loan to non-consolidated companies
|
12
|
(10,725)
|
-
|
|
Proceeds from disposal of property, plant and equipment and intangible assets
|
8,223
|
19,383
|
|
|
Dividends received from non-consolidated companies
|
17,429
|
16,127
|
|
|
Changes in investments in short terms securities
|
(932,598)
|
(795,008)
|
|
|
Net cash used in investing activities
|
(1,711,227)
|
(1,315,118)
|
|
|
Cash flows from financing activities
|
|||
|
Dividends paid
|
7
|
(354,161)
|
(354,161)
|
|
Dividends paid to non-controlling interest in subsidiaries
|
(48,289)
|
(18,642)
|
|
|
Acquisitions of non-controlling interests
|
(140)
|
(7,768)
|
|
|
Proceeds from borrowings (*)
|
2,088,212
|
1,757,691
|
|
|
Repayments of borrowings (*)
|
(1,817,881)
|
(2,141,999)
|
|
|
Net cash used in financing activities
|
(132,259)
|
(764,879)
|
|
|
Decrease in cash and cash equivalents
|
(5,710)
|
(166,584)
|
|
|
Movement in cash and cash equivalents
|
|||
|
At the beginning of the period
|
598,145
|
772,656
|
|
|
Effect of exchange rate changes
|
(9,251)
|
(19,919)
|
|
|
Decrease in cash and cash equivalents
|
(5,710)
|
(166,584)
|
|
|
At September 30,
|
583,184
|
586,153
|
|
|
At September 30,
|
|||
|
Cash and cash equivalents
|
2014
|
2013
|
|
|
Cash and bank deposits
|
584,270
|
603,141
|
|
|
Bank overdrafts
|
(1,086)
|
(16,988)
|
|
|
583,184
|
586,153
|
||
(*) Mainly related to the renewal of short-term local facilities carried out during the nine-month period ending September 30, 2014 and 2013, respectively.
The accompanying notes are an integral part of these Restated Consolidated Condensed Interim Financial Statements. These Restated 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, 2013.
4
Tenaris S.A. Restated Consolidated Condensed Interim Financial Statements for the nine-month period ended September 30, 2014
NOTES TO THE RESTATED 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
|
Dividend distribution
|
|
8
|
Property, plant and equipment, net
|
|
9
|
Intangible assets, net
|
|
10
|
Other investments and Cash and cash equivalents
|
|
11
|
Contingencies, commitments and restrictions to the distribution of profits
|
|
12
|
Non consolidated companies and business combinations
|
|
13
|
Related party transactions
|
|
14
|
Fair value
|
|
15
|
Subsequent event
|
5
Tenaris S.A. Restated Consolidated Condensed Interim Financial Statements for the nine-month period ended September 30, 2014
NOTES TO THE RESTATED 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 (Société 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 Restated 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 30 to the Company’s audited Consolidated Financial Statements for the year ended December 31, 2013.
The Company’s shares trade on the Buenos Aires Stock Exchange, the Italian Stock Exchange and the Mexican Stock Exchange; the Company’s American Depositary Securities (“ADS”) trade on the New York Stock Exchange.
Restatement of Previously Issued Financial Statements – Carrying value of Usiminas investment
Subsequent to the issuance of the Company’s Consolidated Condensed Interim Financial Statements for the nine-month period ended September 30, 2014 and 2013 and following the approval of such Consolidated Condensed Interim Financial Statements by the Board of Directors, the Company has restated such Consolidated Condensed Interim Financial Statements to reduce the carrying amount of the Company’s investment in Usinas Siderúrgicas de Minas Gerais S.A. – Usiminas (“Usiminas”).
This restatement follows the conclusion of previously disclosed discussions with the Staff of the U.S. Securities and Exchange Commission regarding Staff comments relating to the carrying value of the Company’s investment in Usiminas under IFRS as of September 30, 2014 and subsequent periods. The Staff had requested information regarding Tenaris’s value in use calculations and the differences between the carrying amounts and certain other indicators of value, including the purchase price of BRL12 (approximately $4.8) per share which the Company’s affiliate Ternium S.A. (“Ternium”) paid in October 2014 for the acquisition of 51.4 million additional Usiminas ordinary shares from Caixa de Previdência dos Funcionários do Banco do Brazil – PREVI (“PREVI”), and indicated that the PREVI transaction price provided objective evidence of the value of the Usiminas investment.
As a result of these discussions, the Company has re-evaluated and revised the assumptions used to calculate the carrying value of the Usiminas investment at September 30, 2014. In calculating the value in use of the Usiminas investment initially reported at September 30, 2014, the Company had combined the assumptions used in two different projected scenarios. For the purposes of these Restated Consolidated Condensed Interim Financial Statements, however, the Company recalculated value in use as of September 30, 2014 based primarily on the assumptions in the most conservative scenario, which includes a lower operative income, an increase in the discount rate and a decrease in the perpetuity growth rate (see Note 12). As a result, the Company recorded an impairment of $161.2 million as of September 30, 2014, reaching a carrying value for the Usiminas investment of BRL12 per share. In addition, the Company’s investment in Ternium was also adjusted to reflect the change in value of that company’s participation in Usiminas.
Accordingly, the Company’s Consolidated Condensed Interim Financial Statements for the nine-month period ended September 30, 2014 have been amended and restated to reduce the carrying amount of the Company’s investment in Usiminas. The restatement, which is treated as the correction of an error under accounting rules, impacts the Consolidated Condensed Interim Statement of Financial Position, the Consolidated Condensed Interim Statement of Changes in Equity, the Consolidated Condensed Interim Income Statement, the Consolidated Condensed Interim Statement of Other Comprehensive Income and the Consolidated Condensed Interim Statement of Cash Flows for the nine-month period ended September 30, 2014. No impact was recorded on the Consolidated Condensed Interim Financial Statements for the nine-month period ended September 30, 2013.
As a result of the restatement, non-current assets and accumulated income have decreased by $236.4 million. The nine-month period basic and diluted earnings per share for profit attributable to the owners of the parent have decreased from $0.97 gain per share to $0.77 gain per share.
Following the restatement, these Restated Consolidated Condensed Interim Financial Statements for the nine-month period ended September 30, 2014 and 2013 of the Company have been approved and authorized for issue by the Board of Directors on May 28, 2015.
6
Tenaris S.A. Restated Consolidated Condensed Interim Financial Statements for the nine-month period ended September 30, 2014
Restatement of Previously Issued Financial Statements – Carrying value of Usiminas investment (Cont.)
The effect of this restatement on the Company’s previously issued Consolidated Condensed Interim Financial Statements (comprising the effects on Tenaris’s direct investment in Usiminas and on its indirect investment through Ternium) is as follows:
CONSOLIDATED CONDENSED INTERIM INCOME STATEMENT
|
(all amounts in thousands of U.S. dollars, unless otherwise stated)
|
Nine-month period ended September 30, 2014
|
||
|
As reported
|
Adjustment
|
Restated
|
|
|
Equity in earnings (losses) of non-consolidated companies
|
43,191
|
(236,415)
|
(193,224)
|
|
Income for the period
|
1,171,349
|
(236,415)
|
934,934
|
|
Income for the period attributable to owners of the parent
|
1,148,014
|
(236,415)
|
911,599
|
|
Earnings per share (U.S. dollars per share)
|
0.97
|
(0.20)
|
0.77
|
|
Earnings per ADS (U.S. dollars per share) (1)
|
1.94
|
(0.40)
|
1.54
|
|
(1) each ADS equals two shares.
|
|||
As of September 30, 2014, from the total adjustment of $236.4 million, $161.2 million are related to the Company’s direct participation in Usiminas and $75.2 million through Ternium’s participation in Usiminas.
CONSOLIDATED CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME
|
(all amounts in thousands of U.S. dollars, unless otherwise stated)
|
Nine-month period ended September 30, 2014
|
||
|
As reported
|
Adjustment
|
Restated
|
|
|
Income for the period
|
1,171,349
|
(236,415)
|
934,934
|
|
Total comprehensive income for the period
|
1,009,478
|
(236,415)
|
773,063
|
|
Total comprehensive income for the period attributable to owners of the parent
|
986,514
|
(236,415)
|
750,099
|
CONSOLIDATED CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION
|
(all amounts in thousands of U.S. dollars, unless otherwise stated)
|
Nine-month period ended September 30, 2014
|
||
|
As reported
|
Adjustment
|
Restated
|
|
|
Investments in non-consolidated companies
|
893,046
|
(236,415)
|
656,631
|
|
Total assets
|
17,031,343
|
(236,415)
|
16,794,928
|
|
Capital and reserves attributable to owners of the parent
|
12,922,781
|
(236,415)
|
12,686,366
|
|
Total equity
|
13,076,754
|
(236,415)
|
12,840,339
|
As of September 30, 2014, from the total adjustment of $236.4 million, $161.2 million are related to the Company’s direct participation in Usiminas and $75.2 million through Ternium’s participation in Usiminas.
CONSOLIDATED CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY
|
(all amounts in thousands of U.S. dollars, unless otherwise stated)
|
Nine-month period ended September 30, 2014
|
||
|
As reported
|
Adjustment
|
Restated
|
|
|
Retained Earnings
|
11,888,451
|
(236,415)
|
11,652,036
|
|
Total equity
|
13,076,754
|
(236,415)
|
12,840,339
|
|
CONSOLIDATED CONDENSED INTERIM STATEMENT OF CASH FLOW
|
|
(all amounts in thousands of U.S. dollars, unless otherwise stated)
|
Nine-month period ended September 30, 2014
|
||
|
As reported
|
Adjustment
|
Restated
|
|
|
Income for the period
|
1,171,349
|
(236,415)
|
934,934
|
|
Equity in earnings (losses) of non-consolidated companies
|
(43,191)
|
236,415
|
193,224
|
7
Tenaris S.A. Restated Consolidated Condensed Interim Financial Statements for the nine-month period ended September 30, 2014
|
2
|
Accounting policies and basis of presentation
|
These Restated 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 Restated Consolidated Condensed Interim Financial Statements are consistent with those used in the audited Consolidated Financial Statements for the year ended December 31, 2013. These Restated Consolidated Condensed Interim Financial Statements should be read in conjunction with the audited Consolidated Financial Statements for the year ended December 31, 2013, 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”).
The preparation of Restated 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’s 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 Restated Consolidated Condensed Interim Income Statement under Other financial results.
There were no changes in valuation techniques during the period and there have been no changes in the risk management department or in any risk management policies since the year ended December 31, 2013.
Whenever necessary, certain comparative amounts have been reclassified to conform to change in presentation in current period.
In 2013, Argentina enacted a law that amends its Income tax law. The law includes a new 10% withholding tax on dividend distributions made by Argentine companies to foreign beneficiaries. Accordingly, as of September 30, 2013, the Company recorded an income tax provision of $45.4 million, for the deferred tax liability on reserves for future dividends at Tenaris’s Argentine subsidiaries. As of September 30, 2014, the balance amounted to $20.3 million.
New accounting pronouncements have been issued after December 31, 2013 and relevant for Tenaris
IFRS 15, “Revenue from contracts with customers”
In May 2014, the IASB issued IFRS 15, "revenue from contracts with customers", which sets out the requirements in accounting for revenue arising from contracts with customers and which is based on the principle that revenue is recognized when control of a good or service is transferred to the customer. IFRS 15 must be applied annual periods beginning on or after January 1, 2017.
IFRS 9, “Financial instruments”
In July 2014, the IASB issued IFRS 9, "Financial instruments", which replaces the guidance in IAS 39. It includes requirements on the classification and measurement of financial assets and liabilities, as well as an expected credit losses model that replaces the current incurred loss impairment model. IFRS 9 must be applied on annual periods beginning on or after January 1, 2018.
These standards are not effective for the financial year beginning January 1, 2014 and have not been early adopted.
These standards have not been endorsed by the EU.
The Company's management has not yet assessed the potential impact that the application of these standards may have on the Company's financial condition or results of operations
8
Tenaris S.A. Restated Consolidated Condensed Interim Financial Statements for the nine-month period ended September 30, 2014
3 Segment Information
Reportable operating segment
|
(all amounts in thousands of U.S. dollars)
|
(Unaudited) - (Restated)
|
||
|
Nine-month ended September 30, 2014
|
Tubes
|
Other
|
Total
|
|
IFRS - Net Sales (*)
|
7,085,040
|
576,417
|
7,661,457
|
|
Management View - Operating income
|
1,476,196
|
22,751
|
1,498,947
|
|
· Differences in cost of sales and others
|
40,275
|
9,698
|
49,973
|
|
· Depreciation and amortization
|
(356)
|
93
|
(263)
|
|
IFRS - Operating income
|
1,516,115
|
32,542
|
1,548,657
|
|
Financial income (expense), net
|
39,399
|
||
|
Income before equity in earnings of non-consolidated companies and income tax
|
1,588,056
|
||
|
Equity in earnings of non-consolidated companies
|
(193,224)
|
||
|
Income before income tax
|
1,394,832
|
||
|
Capital expenditures
|
690,438
|
23,929
|
714,367
|
|
Depreciation and amortization
|
442,652
|
16,606
|
459,258
|
|
(all amounts in thousands of U.S. dollars)
|
(Unaudited)
|
||
|
Nine-month ended September 30, 2013
|
Tubes
|
Other
|
Total
|
|
Management View - Net Sales
|
7,332,503
|
550,053
|
7,882,556
|
|
· Sales of energy, surplus raw materials and others
|
-
|
40,080
|
40,080
|
|
IFRS - Net Sales
|
7,332,503
|
590,133
|
7,922,636
|
|
Management View - Operating income
|
1,523,543
|
77,161
|
1,600,704
|
|
· Differences in cost of sales and others
|
(11,957)
|
6,130
|
(5,827)
|
|
· Depreciation and amortization
|
720
|
(136)
|
584
|
|
IFRS - Operating income
|
1,512,306
|
83,155
|
1,595,461
|
|
Financial income (expense), net
|
(36,786)
|
||
|
Income before equity in earnings of non-consolidated companies and income tax
|
1,558,675
|
||
|
Equity in earnings of non-consolidated companies
|
33,950
|
||
|
Income before income tax
|
1,592,625
|
||
|
Capital expenditures
|
543,596
|
26,245
|
569,841
|
|
Depreciation and amortization
|
439,741
|
15,162
|
454,903
|
(*) In 2014, the company aligned the presentation of sales between Management and IFRS view.
In the nine-month period ended September 30, 2014, net income under management view amounted to $954.9 million, while under IFRS amounted to $934.9 million. In addition to the above, the main differences arise from the impact of functional currencies on financial result, income taxes as well as the result of investments in non-consolidated companies.
|
(Unaudited)
|
||||||
|
(all amounts in thousands of U.S. dollars)
|
North America
|
South America
|
Europe
|
Middle East & Africa
|
Far East & Oceania
|
Total
|
|
Nine-month ended September 30, 2014
|
||||||
|
Net sales
|
3,594,536
|
1,568,996
|
755,739
|
1,445,859
|
296,327
|
7,661,457
|
|
Capital expenditures
|
336,555
|
271,878
|
87,866
|
3,773
|
14,295
|
714,367
|
|
Depreciation and amortization
|
251,796
|
90,013
|
94,231
|
7,549
|
15,669
|
459,258
|
|
Nine-month ended September 30, 2013
|
||||||
|
Net sales
|
3,298,845
|
1,992,954
|
736,612
|
1,514,885
|
379,340
|
7,922,636
|
|
Capital expenditures
|
190,659
|
254,066
|
105,954
|
2,915
|
16,247
|
569,841
|
|
Depreciation and amortization
|
243,793
|
82,393
|
104,674
|
7,884
|
16,159
|
454,903
|
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 United States; “South America” comprises principally Argentina, Brazil, Colombia, Ecuador and Venezuela; “Europe” comprises principally Italy, Norway and Romania; “Middle East and Africa” comprises principally Angola, Iraq, Nigeria, Saudi Arabia and United Arab Emirates; “Far East and Oceania” comprises principally China, Indonesia and Japan.
9
Tenaris S.A. Restated Consolidated Condensed Interim Financial Statements for the nine-month period ended September 30, 2014
4 Cost of sales
|
Nine-month period ended September 30,
|
||
|
(all amounts in thousands of U.S. dollars)
|
2014
|
2013
|
|
(Unaudited)
|
||
|
Inventories at the beginning of the period
|
2,702,647
|
2,985,805
|
|
Plus: Charges of the period
|
||
|
Raw materials, energy, consumables and other
|
2,939,612
|
2,754,395
|
|
Increase in inventory due to business combinations
|
4,338
|
-
|
|
Services and fees
|
334,169
|
312,124
|
|
Labor cost
|
904,535
|
894,180
|
|
Depreciation of property, plant and equipment
|
273,952
|
274,849
|
|
Amortization of intangible assets
|
10,818
|
5,539
|
|
Maintenance expenses
|
162,689
|
160,374
|
|
Allowance for obsolescence
|
2,108
|
44,391
|
|
Taxes
|
14,353
|
3,867
|
|
Other
|
103,975
|
106,589
|
|
4,750,549
|
4,556,308
|
|
|
Less: Inventories at the end of the period
|
(2,825,108)
|
(2,674,532)
|
|
4,628,088
|
4,867,581
|
|
|
Nine-month period ended September 30,
|
||
|
(all amounts in thousands of U.S. dollars)
|
2014
|
2013
|
|
(Unaudited)
|
||
|
Services and fees
|
139,261
|
134,806
|
|
Labor cost
|
453,672
|
432,396
|
|
Depreciation of property, plant and equipment
|
15,134
|
13,956
|
|
Amortization of intangible assets
|
159,354
|
160,559
|
|
Commissions, freight and other selling expenses
|
448,771
|
445,862
|
|
Provisions for contingencies
|
27,610
|
24,034
|
|
Allowances for doubtful accounts
|
27,811
|
17,445
|
|
Taxes
|
117,488
|
124,071
|
|
Other
|
98,099
|
90,956
|
|
1,487,200
|
1,444,085
|
|
6 Financial results
|
(all amounts in thousands of U.S. dollars)
|
Nine-month period ended September 30,
|
|
|
2014
|
2013
|
|
|
(Unaudited)
|
||
|
Interest Income
|
26,207
|
24,205
|
|
Interest from available-for-sale financial assets
|
3,261
|
-
|
|
Net result on changes in FV of financial assets at FVTPL
|
4,516
|
(2,066)
|
|
Net result on available-for-sale financial assets
|
157
|
-
|
|
Finance income
|
34,141
|
22,139
|
|
Finance Cost
|
(36,499)
|
(49,374)
|
|
Net foreign exchange transactions results (*)
|
59,094
|
16,221
|
|
Foreign exchange derivatives contracts results
|
(11,839)
|
3,636
|
|
Other
|
(5,498)
|
(29,408)
|
|
Other Financial results
|
41,757
|
(9,551)
|
|
Net Financial results
|
39,399
|
(36,786)
|
(*) For the nine month period ended September 30, 2014 include the positive impact from the Argentine peso devaluation against the U.S. dollar on the Argentine peso denominated borrowings and liabilities
10
Tenaris S.A. Restated Consolidated Condensed Interim Financial Statements for the nine-month period ended September 30, 2014
7 Dividend distribution
On May 7, 2014 the Company’s 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 21, 2013 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 May 22, 2014. In the aggregate, the interim dividend paid in November 2013 and the balance paid in May 2014 amounted to approximately $507.6 million.
On May 2, 2013 the Company’s 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 22, 2012 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 May 23, 2013. In the aggregate, the interim dividend paid in November 2012 and the balance paid in May 2013 amounted to approximately $507.6 million.
8 Property, plant and equipment, net
|
(all amounts in thousands of U.S. dollars)
|
2014
|
2013
|
|
(Unaudited)
|
||
|
Nine-month period ended September 30,
|
||
|
Opening net book amount
|
4,673,767
|
4,434,970
|
|
Currency translation adjustment
|
(79,704)
|
(4,252)
|
|
Additions (*)
|
654,551
|
508,393
|
|
Disposals
|
(7,638)
|
(18,588)
|
|
Increase due to business combinations- consolidation of joint operations
|
12,430
|
1,554
|
|
Transfers
|
(414)
|
(1,339)
|
|
Depreciation charge
|
(289,086)
|
(288,805)
|
|
At September 30,
|
4,963,906
|
4,631,933
|
(*)The increase is mainly due to the progress in the construction of the greenfield seamless facility in Bay City, Texas.
9 Intangible assets, net
|
(all amounts in thousands of U.S. dollars)
|
2014
|
2013
|
|
(Unaudited)
|
||
|
Nine-month period ended September 30,
|
||
|
Opening net book amount
|
3,067,236
|
3,199,916
|
|
Currency translation adjustment
|
(1,863)
|
(399)
|
|
Additions
|
59,816
|
61,448
|
|
Increase due to business combinations
|
19,066
|
-
|
|
Transfers
|
414
|
1,339
|
|
Amortization charge
|
(170,172)
|
(166,098)
|
|
Disposals
|
(585)
|
(795)
|
|
At September 30,
|
2,973,912
|
3,095,411
|
10 Other investments and Cash and cash equivalents
|
At September 30,
|
At December 31,
|
|
|
2014
|
2013
|
|
|
Other investments
|
(Unaudited)
|
|
|
Fixed Income (time-deposits, zero coupon bonds, commercial papers)
|
936,006
|
639,538
|
|
Bonds and other fixed Income
|
784,870
|
513,075
|
|
Fund Investments
|
439,052
|
74,717
|
|
2,159,928
|
1,227,330
|
|
|
Cash and cash equivalents
|
||
|
Cash at banks
|
147,289
|
123,162
|
|
Liquidity funds
|
270,767
|
95,042
|
|
Short – term investments
|
166,214
|
396,325
|
|
584,270
|
614,529
|
11
Tenaris S.A. Restated Consolidated Condensed Interim Financial Statements for the nine-month period ended September 30, 2014
11 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, 2013.
Tenaris is from time to time subject to various claims, lawsuits and other legal proceedings, including customer claims, in which third parties are seeking payment for alleged damages, reimbursement for losses or indemnity. Some of these claims, lawsuits and other legal proceedings involve highly complex issues, and often these issues are subject to substantial uncertainties. Accordingly, potential liability with respect to a large portion of such claims, lawsuits and other legal proceedings cannot be estimated with certainty. Management with the assistance of legal counsel periodically reviews the status of each significant matter and assesses potential financial exposure. If a potential loss from a claim, lawsuit or proceeding is considered probable and the amount can be reasonably estimated, a provision is recorded. Accruals for loss contingencies reflect a reasonable estimate of the losses to be incurred based on information available to management as of the date of preparation of the financial statements, and take into consideration litigation and settlement strategies. The Company believes that the aggregate provisions recorded for potential losses in these financial statements are adequate based upon currently available information. However, if management’s estimates prove incorrect, current reserves could be inadequate and Tenaris could incur a charge to earnings which could have a material adverse effect the results of operations, financial condition, net worth and cash flows.
Set forth below is a description of Tenaris's material ongoing legal proceedings:
|
|
§
|
Tax assessment in Italy
|
A Tenaris Italian company received on December 24, 2012 a tax assessment from the Italian tax authorities related to allegedly omitted withholding tax on dividend payments made in 2007. The assessment, which was for an estimated amount of EUR282 million (approximately $355 million), comprising principal, interest and penalties, was appealed with the tax court in Milan. In February 2014, the tax court issued its decision on this tax assessment, partially reversing the assessment for 2007 and lowering the claimed amount to approximately EUR9 million (approximately $11 million), including principal, interest and penalties. On October 2, 2014, the Italian tax authorities appealed against the tax court decision on the first assessment.
On December 24, 2013, the company received a second tax assessment from the Italian tax authorities related to allegedly omitted withholding tax on dividend payments made in 2008. This second assessment, based on the same arguments of the first assessment, is for an estimated amount, as of September 30, 2014, of EUR248 million (approximately $312 million), comprising principal interest and penalties. On February 20, 2014, the assessment for 2008 was appealed with the tax court in Milan.
Based on the tax court decision on the first assessment, Tenaris believes that it is not probable that the ultimate resolution of the second tax assessment will result in a material obligation.
|
|
§
|
Companhia Siderúrgica Nacional (CSN) - Lawsuit
|
In 2013, Confab was notified of a lawsuit filed in Brazil by Companhia Siderúrgica Nacional (CSN) and various entities affiliated with CSN against Confab and the other entities that acquired a participation in Usiminas’ control group in January 2012.
The CSN lawsuit alleges that, under applicable Brazilian laws and rules, the acquirers were required to launch a tag-along tender offer to all non-controlling holders of Usiminas ordinary shares for a price per share equal to 80% of the price per share paid in such acquisition, or BRL28.8, and seeks an order to compel the acquirers to launch an offer at that price plus interest. If so ordered, the offer would need to be made to 182,609,851 ordinary shares of Usiminas not belonging to Usiminas’s control group, and Confab would have a 17.9% share in the offer.
On September 23, 2013, the first instance court issued its decision finding in favour of Confab and the other defendants and dismissing the CSN lawsuit. The claimants appealed the court decision and the defendants filed their response to the appeal. It is currently expected that the court of appeals will issue its judgment on the appeal within 2015.
12
Tenaris S.A. Restated Consolidated Condensed Interim Financial Statements for the nine-month period ended September 30, 2014
11 Contingencies, commitments and restrictions to the distribution of profits (Cont.)
Contingencies (Cont.)
|
|
§
|
Companhia Siderúrgica Nacional (CSN) – Lawsuit (Cont.)
|
The Company is aware that on November 10, 2014, CSN filed a separate complaint with Brazil’s securities regulator Comissão de Valores Mobiliários (CVM) on the same grounds and with the same purpose as the lawsuit referred to above. The CVM proceeding is underway and the Company has not yet been served with process or requested to provide its response.
Finally, on December 11, 2014, CSN filed a claim with Brazil’s antitrust regulator, Conselho Administrativo de Defesa Econômica (CADE). In its claim, CSN alleges that the antitrust clearance request related to the January 2012 acquisition, which was approved by CADE without restrictions in August 2012, contained a false and deceitful description of the acquisition aimed at frustrating the minority shareholders’ right to a tag-along tender offer, and requests that CADE investigate and reopen the antitrust review of the acquisition and suspend the Company’s voting rights in Usiminas until the review is completed. On May 6, 2015, CADE rejected CSN’s claim. CSN did not appeal the decision and, on May 19, 2015 CADE formally closed the file.
Tenaris believes that CSN's claims and allegations are groundless and without merit, as confirmed by several opinions of Brazilian counsel and previous decisions by CVM, including a February 2012 decision determining that the above mentioned acquisition did not trigger any tender offer requirement and, more recently, the first instance court decision on this matter referred to above. Accordingly, no provision was recorded in these Restated Consolidated Condensed Interim Financial Statements.
Commitments
Set forth is a description of Tenaris’s main outstanding commitments:
|
|
§
|
A Tenaris company is a party to a contract with Nucor Corporation under which it is committed to purchase on a monthly basis a minimum volume of hot-rolled steel coils at prices that are negotiated annually by reference to prices to comparable Nucor customers. The contract became effective in May 2013 and will be in force until December 2017; provided, however, that either party may terminate the contract at any time after January 1, 2015 with 12-month prior notice. As of September 30, 2014, the estimated aggregate contract amount through December 31, 2015, calculated at current prices, is approximately $339 million.
|
|
|
§
|
A Tenaris company entered into a contract with Siderar, a subsidiary of Ternium S.A. (“Ternium”) for the supply of steam generated at the power generation facility that Tenaris owns in the compound of the Ramallo facility of Siderar. Under this contract, Tenaris is required to provide to Siderar 250 tn/hour of steam through to 2018, and Siderar has the obligation to take or pay this volume. The amount of this gas supply agreement totals approximately $56 million.
|
|
|
§
|
A Tenaris company, entered into various contracts with suppliers pursuant to which it committed to purchase goods and services for a total amount of approximately $490 million related to the investment plan to expand Tenaris’s US operations with the construction of a state-of-the-art seamless pipe mill in Bay City, Texas.
|
Restrictions to the distribution of profits and payment of dividends
As of September 30, 2014, 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 period ended September 30, 2014
|
21,523,711
|
|
Total equity in accordance with Luxembourg law
|
23,432,035
|
13
Tenaris S.A. Restated Consolidated Condensed Interim Financial Statements for the nine-month period ended September 30, 2014
11 Contingencies, commitments and restrictions to the distribution of profits (Cont.)
Restrictions to the distribution of profits and payment of dividends (Cont.)
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 September 30, 2014, this reserve was 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, 2014, distributable amount under Luxembourg law totals $22.1 billion, as detailed below:
|
(all amounts in thousands of U.S. dollars)
|
Unaudited
|
|
Retained earnings at December 31, 2013 under Luxembourg law
|
21,899,189
|
|
Other income and expenses for the period ended September 30, 2014
|
(21,317)
|
|
Dividends approved
|
(354,161)
|
|
Retained earnings at September 30, 2014 under Luxembourg law
|
21,523,711
|
|
Share premium
|
609,733
|
|
Distributable amount at September 30, 2014 under Luxembourg law
|
22,133,444
|
12 Non-consolidated companies and business combinations
|
|
a)
|
Ternium
|
At September 30, 2014, the closing price of the Ternium’s ADSs as quoted on the New York Stock Exchange was $24.05 per ADS, giving Tenaris’s ownership stake a market value of approximately $552.5 million (Level 1). At September 30, 2014, the carrying value of Tenaris’s ownership stake in Ternium was approximately $531.0 million.
|
|
b)
|
Usiminas
|
Usiminas is a Brazilian producer of high quality flat steel products used in the energy, automotive and other industries and it is Tenaris’s principal supplier of flat steel in Brazil for its pipes and industrial equipment businesses.
The Company reviews periodically the recoverability of its investment in Usiminas. To determine the recoverable value, the Company estimates the value in use of the investment by calculating the present value of the expected cash flows. There is a significant interaction among the principal assumptions made in estimating Usiminas’ cash flow projections, which include iron ore and steel prices, foreign exchange and interest rates, Brazilian GDP and steel consumption in the Brazilian market. The key assumptions used by the Company are based on external and internal sources of information, and management judgment based on past experience and expectations of future changes in the market.
Value-in-use was calculated by discounting the estimated cash flows over a six year period based on forecasts approved by management. For the subsequent years beyond the six-year period, a terminal value was calculated based on perpetuity considering a nominal growth rate of 2%. The discount rates used are based on the respective weighted average cost of capital (WACC), which is considered to be a good indicator of capital cost. The discount rate used to test the investment in Usiminas for impairment was 10.4%.
As mentioned in Note 1 (General Information), following discussions with the Staff of the U.S. Securities and Exchange Commission, the Company re-evaluated and revised the assumptions used to calculate the carrying value of the Usiminas investment at September 30, 2014 and, as a result, wrote down the carrying value of its investment in Usiminas by $161.2 million in 2014. In addition, the Company’s investment in Ternium was adjusted to reflect the change in value of that company’s participation in Usiminas.
At September 30, 2014, the closing price of the Usiminas’ ordinary shares as quoted on the BM&FBovespa Stock Exchange was BRL6.64 (approximately $2.71) per share, giving Tenaris’s ownership stake a market value of approximately $67.7 million (Level 1). At that date, the restated carrying value of the Usiminas investment amounted to $122.4 million.
14
Tenaris S.A. Restated Consolidated Condensed Interim Financial Statements for the nine-month period ended September 30, 2014
12 Non-consolidated companies and business combinations (Cont.)
|
|
c)
|
Investment in Power Plant - Techgen, S.A. de C.V. (“Techgen”)
|
Following the execution of an August 2013 memorandum of understanding for the construction and operation of a natural gas-fired combined cycle electric power plant in the Pesquería area of the State of Nuevo León, Mexico, as of February 2014, Tenaris, Ternium and Tecpetrol International S.A. (a wholly-owned subsidiary of San Faustin S.A., the controlling shareholder of both Tenaris and Ternium) completed their initial investments in Techgen, S.A. de C.V., a Mexican project company owned 48% by Ternium, 30% by Tecpetrol and 22% by Tenaris. Tenaris and Ternium also agreed to enter into power supply and transportation agreements with Techgen, pursuant to which Ternium and Tenaris will contract 78% and 22%, respectively, of Techgen’s power capacity of between 850 and 900 megawatts.
Tenaris is acting as a guarantor on different agreements and contracts entered by Techgen in relation with:
|
§
|
Gas transportation capacity starting on June 1, 2016 and ending on May 31, 2036, for which Tenaris has provided a guarantee in connection with these agreements of $63 million, corresponding to the 22% of the outstanding value as of September 30, 2014.
|
|
§
|
Purchase of power generation equipment and other services related to the equipment, for which Tenaris has provided a guarantee in connection with stand-by letters of credit issued by Techgen of an amount of $10.4 million.
|
|
§
|
An obligation of Techgen under a syndicated loan between with several banks. Tenaris issued a Corporate Guarantee covering 22% of the loan agreement that amounted to $800 million. When the loan is fully disbursed, the amounts guaranteed by Tenaris will be approximately $176 million.
|
Business combinations
In September 2014, Tenaris acquired 100% of the shares of Socobras Participações Ltda., that owned the remaining 50% of “Socotherm Brasil S.A.” (mainly assets acquired are PPE for $12.4 million, inventories for $4.3 million and cash and cash equivalents for $1.5 million), for a purchase price of $28.7 million. Net assets acquired amount to $9.6 million.
Had the transaction been consummated on January 1, 2014, then Tenaris’s unaudited pro forma net sales and net income from continuing operations would not have changed materially.
As of the date of issuance of these Consolidated Condensed Interim Financial Statements, the Company has not yet completed its purchase price allocation procedures, once completed, certain modifications to the value attributed to the assets and liabilities acquired may be required.
13 Related party transactions
As of September 30, 2014:
|
§
|
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.à r.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.
|
Based on the information most recently available to the Company, Tenaris’s directors and senior management as a group owned 0.12% of the Company’s outstanding shares.
Transactions and balances disclosed as with “non-consolidated parties” 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 and balances with related parties which are not non-consolidated parties and which are not consolidated are disclosed as “Other”.
15
Tenaris S.A. Restated Consolidated Condensed Interim Financial Statements for the nine-month period ended September 30, 2014
13 Related party transactions (Cont.)
The following transactions were carried out with related parties.
|
(all amounts in thousands of U.S. dollars)
|
Nine-month period ended September 30,
|
|||
|
2014
|
2013
|
|||
|
(i)
|
Transactions
|
(Unaudited)
|
||
|
(a) Sales of goods and services
|
||||
|
Sales of goods to non-consolidated parties
|
19,943
|
27,120
|
||
|
Sales of goods to other related parties
|
76,968
|
89,384
|
||
|
Sales of services to non-consolidated parties
|
7,131
|
12,419
|
||
|
Sales of services to other related parties
|
2,340
|
4,076
|
||
|
106,382
|
132,999
|
|||
|
(b) Purchases of goods and services
|
||||
|
Purchases of goods to non-consolidated parties
|
204,937
|
240,681
|
||
|
Purchases of goods to other related parties
|
27,327
|
11,620
|
||
|
Purchases of services to non-consolidated parties
|
23,707
|
49,838
|
||
|
Purchases of services to other related parties
|
65,648
|
82,864
|
||
|
321,619
|
385,003
|
|||
|
(all amounts in thousands of U.S. dollars)
|
At September 30,
|
At December 31,
|
||
|
2014
|
2013
|
|||
|
(ii)
|
Period-end balances
|
(Unaudited)
|
||
|
(a) Arising from sales / purchases of goods / services
|
||||
|
Receivables from non-consolidated parties
|
51,816
|
30,416
|
||
|
Receivables from other related parties
|
39,554
|
30,537
|
||
|
Payables to non-consolidated parties
|
(39,951)
|
(33,503)
|
||
|
Payables to other related parties
|
(30,078)
|
(8,323)
|
||
|
21,341
|
19,127
|
|||
14 Fair Value
|
|
§
|
Measurement
|
IFRS 13 requires for financial instruments that are measured at fair value, a disclosure of fair value measurements by level. The following table presents the assets and liabilities that are measured at fair value as of September 30, 2014 and December 31, 2013:
|
September 30, 2014
|
Level 1
|
Level 2
|
Level 3 (*)
|
Total
|
|
Assets
|
||||
|
Cash and cash equivalents
|
584,270
|
-
|
-
|
584,270
|
|
Other investments
|
1,337,769
|
822,159
|
1,531
|
2,161,459
|
|
Derivatives financial instruments
|
-
|
9,400
|
-
|
9,400
|
|
Available for sale assets
|
-
|
-
|
21,572
|
21,572
|
|
Total
|
1,922,039
|
831,559
|
23,103
|
2,776,701
|
|
Liabilities
|
||||
|
Derivatives financial instruments
|
-
|
14,707
|
-
|
14,707
|
|
Total
|
-
|
14,707
|
-
|
14,707
|
|
December 31, 2013
|
Level 1
|
Level 2
|
Level 3 (*)
|
Total
|
|
Assets
|
||||
|
Cash and cash equivalents
|
614,529
|
-
|
-
|
614,529
|
|
Other investments
|
866,382
|
360,948
|
2,498
|
1,229,828
|
|
Derivatives financial instruments
|
-
|
9,273
|
-
|
9,273
|
|
Available for sale assets
|
-
|
-
|
21,572
|
21,572
|
|
Total
|
1,480,911
|
370,221
|
24,070
|
1,875,202
|
|
Liabilities
|
||||
|
Derivatives financial instruments
|
-
|
8,268
|
-
|
8,268
|
|
Total
|
-
|
8,268
|
-
|
8,268
|
(*) Main balances included in this level correspond to Available for sale assets related to Tenaris’s interest in the nationalized Venezuelan companies. For further detail regarding Available for sale assets, see Note 31 to the Company’s audited Consolidated Financial Statements for the year ended December 31, 2013.
16
Tenaris S.A. Restated Consolidated Condensed Interim Financial Statements for the nine-month period ended September 30, 2014
14 Fair Value (Cont.)
|
|
§
|
Measurement (Cont.)
|
Level 1- Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2- Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).
Level 3- Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
There were no transfers between Level 1 and 2 during the period.
The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market price used for financial assets held by Tenaris is the current bid price. These instruments are included in Level 1 and comprise primarily corporate and sovereign debt securities.
The fair value of financial instruments that are not traded in an active market (such as certain debt securities, certificates of deposits with original maturity of more than three months, forward and interest rate derivative instruments) is determined by using valuation techniques which maximize the use of observable market data where available and rely as little as possible on entity specific estimates. If all significant inputs required to value an instrument are observable, the instrument is included in Level 2. Tenaris values its assets and liabilities included in this level using bid prices, interest rate curves, broker quotations, current exchange rates, forward rates and implied volatilities obtained from market contributors as of the valuation date.
If one or more of the significant inputs are not based on observable market data, the instruments are included in Level 3. Tenaris values its assets and liabilities in this level using observable market inputs and management assumptions which reflect the Company’s best estimate on how market participants would price the asset or liability at measurement date.
|
|
§
|
Estimation
|
Financial assets or liabilities classified as assets at fair value through profit or loss are measured under the framework established by the IASB accounting guidance for fair value measurements and disclosures.
The fair values of quoted investments are generally based on current bid prices. If the market for a financial asset is not active or no market is available, fair values are established using standard valuation techniques.
For the purpose of estimating the fair value of Cash and cash equivalents and Other Investments expiring in less than ninety days from the measurement date, the Company usually chooses to use the historical cost because the carrying amount of financial assets and liabilities with maturities of less than ninety days approximates to their fair value.
The fair value of all outstanding derivatives is determined using specific pricing models that include inputs that are observable in the market or can be derived from or corroborated by observable data. The fair value of forward foreign exchange contracts is calculated as the net present value of the estimated future cash flows in each currency, based on observable yield curves, converted into U.S. dollars at the spot rate of the valuation date.
Borrowings are comprised primarily of fixed rate debt and variable rate debt with a short term portion where interest has already been fixed, they are classified under other financial liabilities and measured at their carrying amount. Tenaris estimates that the fair value of its main financial liabilities is approximately 99.9% and 100.8% of its carrying amount including interests accrued as of September 30, 2014 and 2013, respectively. Tenaris estimates that a change of 100 basis points in the reference interest rates would have an estimated impact of approximately 0.3% and 0.2% in the fair value of borrowings as of September 30, 2014 and 2013, respectively. Fair values were calculated using standard valuation techniques for floating rate instruments and comparable market rates for discounting flows.
17
Tenaris S.A. Restated Consolidated Condensed Interim Financial Statements for the nine-month period ended September 30, 2014
15 Subsequent event
Interim dividend payment
On November 5, 2014, the Company’s board of directors approved the payment of an interim dividend of $0.15 per share ($0.30 per ADS), or approximately $177 million, payable on November 27, 2014, with and ex-dividend date of November 24, 2014.
Annual dividend proposal and payment
On February 18, 2015 the Company’s Board of Directors proposed, for the approval of the Annual General Shareholders' meeting, the payment of an annual dividend of $0.45 per share ($0.90 per ADS), or approximately $531.2 million, which includes the interim dividend of $0.15 per share ($0.30 per ADS) or approximately $177.1 million, paid on November 27, 2014.
On May 6, 2015 the Annual General Shareholders' meeting approved the payment of such annual dividend. As a result, a dividend of $0.30 per share ($0.60 per ADS), or approximately $354.1 million was paid on May 20, 2015, with an ex-dividend date of May 18, 2015. These Restated Consolidated Condensed Interim Financial Statements do not reflect this dividend payable.
|
|
Edgardo Carlos
Chief Financial Officer
|
18