FORM 6 - K

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Report of Foreign Private Issuer

Pursuant to Rule 13a - 16 or 15d - 16 of

the Securities Exchange Act of 1934

 

 

As of November 1, 2017

 

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 Press Release announcing 2017 Third Quarter Results.

 

 

 

SIGNATURE

 

 

 

 

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

 

 

 

Date: November 1, 2017.

 

 

 

Tenaris, S.A.

 

 

 

 

By: /s/ Cecilia Bilesio

Cecilia Bilesio

Corporate Secretary

 

 

 

 

 

 

Giovanni Sardagna

Tenaris

1-888-300-5432

www.tenaris.com

 

 

Tenaris Announces 2017 Third Quarter Results

 

The financial and operational information contained in this press release is based on unaudited consolidated condensed interim financial statements presented in U.S. dollars and prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standard Board and adopted by the European Union, or IFRS. Additionally, this press release includes non-IFRS alternative performance measures i.e., EBITDA and Net cash / debt. See exhibit I for more details on these alternative performance measures.

 

Luxembourg, November 1, 2017 - Tenaris S.A. (NYSE, Buenos Aires and Mexico: TS and MTA Italy: TEN) (“Tenaris”) today announced its results for the quarter and nine months ended September 30, 2017 with comparison to its results for the quarter and nine months ended September 30, 2016.

 

 

Summary of 2017 Third Quarter Results

 

(Comparison with second quarter of 2017 and third quarter of 2016)

  Q3 2017 Q2 2017 Q3 2016
Net sales ($ million) 1,303 1,243 5% 987 32%
Operating income (loss) ($ million) 79 51 54% (33) 342%
Net income ($ million) 95 73 30% 15 515%
Shareholders’ net income ($ million) 105 75 41% 17 532%
Earnings per ADS ($) 0.18 0.13 41% 0.03 532%
Earnings per share ($) 0.09 0.06 41% 0.01 532%
EBITDA ($ million) 225 200 12% 133 69%
EBITDA margin (% of net sales) 17.3% 16.1%   13.5%  
           

 

Sales rose strongly in the Americas quarter on quarter reflecting seasonal factors in Canada, improved product mix and pricing in US onshore and higher activity from private operators in Argentina. Overall growth in sales, however, was held back by a trough in shipments to projects in the Middle East and Africa and for National Oil Company contracts under renewal as well as seasonal factors in European sales to distributors of line pipe and industrial products. Earnings per share, operating income and EBITDA margins all rose on lower general and administrative expenses and a recovery in margins in our non-tubular businesses.

 

 

 

During the quarter, we had a build up of inventories of $216 million in anticipation of higher shipments in the forthcoming quarter and net cash flow used in operations amounted to $2 million. After capital expenditures of $143 million, our net cash position (cash, other current investments and fixed income investments held to maturity less total borrowings) declined to $974 million at the end of the quarter.

 

Interim Dividend Payment

 

Our board of directors approved the payment of an interim dividend of $0.13 per share ($0.26 per ADS), or approximately $153 million. The payment date will be November 22, 2017 , with an ex-dividend date on November 20, 2017 and record date on November 21, 2017.

 

Appointment to the Audit Committee

 

Our board of directors appointed Mr. Carlos Condorelli to the audit committee. Mr. Condorelli will contribute to the Committee his expertise and extensive experience in audit and accounting.

 

Market Background and Outlook

 

Drilling activity in the USA and Canada, which rose at a rapid pace in the first half of the year, has now stabilized as operators turn their attention to improving returns on capital amidst uncertainty about the recovery in oil and gas prices and the prospect of higher financing costs. In the rest of the world, recovery remains more elusive, though conditions in some markets, like the North Sea, are gradually improving and Middle East drilling activity remains stable. In Latin America, drilling activity in Argentina has started to recover driven by investments in the Vaca Muerta shale play, while, in Mexico, despite the positive results of the energy reform program, a significant recovery in activity remains distant.

 

We are currently starting up our Bay City rolling mill with the first pipe rolled on 18 October. This will reinforce our Rig Direct™ service program in North America with a shorter and more efficient supply chain, reducing lead times and inventory requirements.

 

In the fourth quarter and going into 2018, we expect our sales in the Americas to continue growing as we consolidate and expand our Rig Direct™ program in North America and activity in the Vaca Muerta shale play in Argentina increases. We also expect higher sales in the rest of the world, boosted by shipments for East Meditarrenean pipelines, higher shipments to Middle East customers and higher sales in Europe. EBITDA and operating income should also grow, with margins benefiting from higher plant utilization and containment of fixed costs.

 

 

 

Analysis of 2017 Third Quarter Results

 

 

Tubes Sales volume
(thousand metric tons)
Q3 2017 Q2 2017 Q3 2016
Seamless  527   529   (0%)  416   27%
Welded  120  96  25%  62       95%
Total  647   624   4%  477   36%

 

 

Tubes Q3 2017 Q2 2017 Q3 2016
(Net sales - $ million)          
North America  633   548   16%  282   124%
South America  256   227   13%  225   14%
Europe  117   132   (11%)  126   (7%)
Middle East & Africa  170   212   (20%)  251   (32%)
Asia Pacific  51   55   (7%)  34   52%
Total net sales ($ million)  1,228   1,175   5%  917   34%
Operating income (loss) ($ million)  66   46   43%  (32)  305%
Operating margin (% of sales)  5.4%  3.9%      (3.5%)    
                     

 

Net sales of tubular products and services increased 5% sequentially and 34% year on year, in line with the increase in shipment volumes. In North America, sales increased due to the seasonal recovery in Canada and better pricing and product mix in the United States. In South America sales increased due to an increase in activity at Vaca Muerta. In Europe sales declined reflecting seasonally lower sales of mechanical and line pipe products and lower sales of premium OCTG in Russia. In the Middle East and Africa sales reached a low point this quarter but are expected to recover strongly in the coming quarters led by shipments for East Mediterranean line pipe projects. In Asia Pacific we had lower sales of line pipe for complex projects.

 

Operating income from tubular products and services, amounted to $66 million in the third quarter of 2017, compared to $46 million in the previous quarter and a loss of $32 million in the third quarter of 2016. Sequentially, the increase in operating income is due to a reduction in selling, general and administrative expenses, mainly labor costs and services and fees.

 

 

Others  Q3 2017  Q2 2017  Q3 2016
Net sales ($ million)  75   68   10%  69   8
Operating income (loss)($ million)  13   6   136%  (0)    
Operating margin (% of sales)  17.8%  8.3%      (0.6%)    

 

Net sales of other products and services increased 10% sequentially and 8% year on year. The increase in sales and operating income is mostly related to our energy related businesses, sucker rods and coiled tubing.

 

 

 

Selling, general and administrative expenses, or SG&A, amounted to $305 million, or 23.4% of net sales in the third quarter of 2017, compared to $327 million, 26.3% in the previous quarter and $304 million, 30.9% in the third quarter of 2016. The sequential decline in SG&A expenses is mainly explained by lower labor costs and services and fees.

 

Other operating results, amounted to a loss of $1 million in the third quarter of 2017, compared with a gain of $2 million in the previous quarter and a gain of $17 million in the third quarter of 2016 when we recorded the sale of land not used in the production process of the Company.

 

Financial results amounted to a loss of $7 million in the third quarter of 2017, compared to a loss of $16 million in the previous quarter and a gain of $4 million in the third quarter of 2016. The loss of the quarter is mainly due to net foreign exchange transactions loss because of the Euro appreciation on Euro denominated intercompany-debt in subsidiaries with US dollar functional currency. These losses are to a large extent offset in equity, in the currency translation adjustment reserve.

 

Equity in earnings of non-consolidated companies generated a gain of $25 million in the third quarter of 2017, compared to $30 million in the previous quarter and $27 million in the third quarter of 2016. These results are mainly derived from our equity investment in Ternium (NYSE:TX) and Usiminas.

 

Results attributable to non-controlling interests amounted to a loss of $10 million in the third quarter of 2017, compared to a loss of $1 million in the previous quarter and a loss of $1 million in the third quarter of 2016. These results were mainly attributable to non-controlling interests at our Japanese subsidiary NKKTubes and at our subsidiaries in Ghana and Indonesia.

 

 

Cash Flow and Liquidity of 2017 Third Quarter

 

Net cash used by operating activities during the third quarter of 2017 was $2 million, compared to $33 million in the previous quarter and a cash generation of $254 million in the third quarter of last year. During the third quarter of 2017 we used $216 million for the increase in working capital related to the increase in shipments and production.

 

Capital expenditures amounted to $143 million for the third quarter of 2017, compared to $155 million in the previous quarter and $187 million in the third quarter of 2016. Capital expenditures mainly relates to the progress in the construction of the greenfield seamless facility in Bay City, Texas.

 

We maintained a net cash position (cash, other current investments and fixed income investments held to maturity less total borrowings) of $974 million at September 30, 2017.

 

 

 

Analysis of 2017 First Nine Months Results

 

   9M 2017  9M 2016  Increase/(Decrease)
Net sales ($ million)   3,700    3,248    14%
Operating income (loss) ($ million)   167    (65)   357%
Net income ($ million)   374    34    992%
Shareholders’ net income ($ million)   385    21    1,689%
Earnings per ADS ($)   0.65    0.04    1,689%
Earnings per share ($)   0.33    0.02    1,689%
EBITDA ($ million)   624    426    47%
EBITDA margin (% of net sales)   16.9%   13.1%     

 

 

 

Tubes Sales volume (thousand metric tons)  9M 2017  9M 2016  Increase/(Decrease)
Seamless   1,564    1,177    33%
Welded   290    288    1%
Total   1,854    1,465    27%

 

 

Tubes  9M 2017  9M 2016  Increase/(Decrease)
(Net sales - $ million)               
North America   1,654    929    78%
South America   686    820    (16%)
Europe   364    421    (13%)
Middle East & Africa   631    765    (18%)
Asia Pacific   152    98    56%
Total net sales ($ million)   3,488    3,033    15%
Operating income (loss) ($ million)   142    (76)   286%
Operating income (% of sales)   4.1%   (2.5%)     

 

 

Net sales of tubular products and services increased 15% to $3,488 million in the first nine months of 2017, compared to $3,033 million in the first nine months of 2016, reflecting a 27% increase in volumes and a 9% decrease in average selling prices.

 

Operating income from tubular products and services amounted $142 million in the first nine months of 2017 compared to a loss of $76 million in the first nine months of 2016. Results improved following a 27% increase in shipment volumes, increasing sales and the utilization of production capacity and therefore the absorption of fixed costs. Additionally, severance charges were lower as market conditions improved.

 

Others  9M 2017  9M 2016  Increase/(Decrease)
Net sales ($ million)   212    215    (2%)
Operating income ($ million)   24    11    115%
Operating margin (% of sales)   11.5%   5.3%     

 

Net sales of other products and services decreased 2% to $212 million in the first nine months of 2017, compared to $215 million in the first nine months of 2016, while operating income increased 115% reflecting higher margins.

 

 

 

SG&A amounted to $926 million, or 25.0% of net sales during the first nine months of 2017, compared to $916 million, or 28.2% in the same period of 2016. Despite a 1% increase in SG&A expenses, SG&A as a percentage of sales declined following a 14% increase in sales.

 

Financial results were a loss of $27 million in the first nine months of 2017 compared to a loss of $1 million in the same period of 2016. The loss in the first nine months of 2017 is mainly due to the Euro appreciation on Euro denominated intercompany-debt in subsidiaries with US dollar functional currency. These losses are to a large extent offset in equity, in the currency translation adjustment reserve.

 

Equity in earnings of non-consolidated companies generated a gain of $90 million in the first nine months of 2017, compared to a gain of $57 million in the first nine months of 2016. These results are mainly derived from our equity investment in Ternium (NYSE:TX) and Usiminas.

 

Income tax amounted to a gain of $53 million in the first nine months of 2017, compared to a gain of $10 million in the first nine months of 2016, this result reflects primarily the effect of the Mexican peso revaluation on the tax base used to calculate deferred taxes at our Mexican subsidiaries which have the U.S. dollar as their functional currency.

 

Results attributable to non-controlling interests amounted to a loss of $10 million in the first nine months of 2017, compared to a gain of $13 million in the first nine months of 2016. These negative results were mainly attributable to non-controlling interests at our Japanese subsidiary NKKTubes and at our subsidiaries in Ghana and Indonesia while positive results recorded during the first nine months of 2016 were mainly attributable to our pipe coating subsidiary in Nigeria.

 

 

Cash Flow and Liquidity of 2017 First Nine Months

 

During the first nine months of 2017, net cash used in operations was $9 million, compared to $942 million provided by operations in the same period of 2016. Working capital increased by $581 million in the first nine months of 2017, while it decreased by $559 million in the first nine months of 2016.

 

Capital expenditures amounted to $437 million in the first nine months of 2017, compared with $629 million in the same period of 2016. These investments are to a great extent related to the construction of the new greenfield seamless mill in Bay City, Texas.

 

We maintained a net cash position (cash, other current investments and fixed income investments held to maturity less total borrowings) of $974 million at September 30, 2017.

 

 

Conference call

 

Tenaris will hold a conference call to discuss the above reported results, on November 2, 2017, at 09:00 a.m. (Eastern Time). Following a brief summary, the conference call will be opened to questions. To access the conference call dial in +1 877 730 0732 within North America or +1 530 379 4676 Internationally. The access number is “5088749”. Please dial in 10 minutes before the scheduled start time. The conference call will be also available by webcast at www.tenaris.com/investors.

 

 

 

A replay of the conference call will be available on our webpage http://ir.tenaris.com/ or by phone from 12.00 pm ET on November 2nd, through 11.59 pm on November 10th, 2017. To access the replay by phone, please dial +1 855 859 2056 or +1 404 537 3406 and enter passcode “5088749” when prompted.

 

 

Some of the statements contained in this press release are “forward-looking statements”. Forward-looking statements are based on management’s current views and assumptions and involve known and unknown risks that could cause actual results, performance or events to differ materially from those expressed or implied by those statements. These risks include but are not limited to risks arising from uncertainties as to future oil and gas prices and their impact on investment programs by oil and gas companies.

 

Press releases and financial statements can be downloaded from Tenaris’s website at www.tenaris.com/investors.

 

 

 

Consolidated Condensed Interim Income Statement

 

(all amounts in thousands of U.S. dollars) Three-month period ended
September 30,
Nine-month period ended
September 30,
  2017 2016 2017 2016
Continuing operations Unaudited Unaudited
Net sales  1,302,924   986,525   3,699,588   3,247,792 
Cost of sales  (918,338)  (731,450)  (2,607,923)  (2,408,135)
Gross profit  384,586   255,075   1,091,665   839,657 
Selling, general and administrative expenses  (304,723)  (304,469)  (926,286)  (916,477)
Other operating income (expense), net  (808)  16,717   1,180   11,943 
Operating income (loss)  79,055   (32,677)  166,559   (64,877)
Finance Income  11,776   14,226   35,762   58,333 
Finance Cost  (6,501)  (6,913)  (18,459)  (16,031)
Other financial results  (12,549)  (3,427)  (44,631)  (43,355)
Income (loss) before equity in earnings of non-consolidated companies and income tax  71,781   (28,791)  139,231   (65,930)
Equity in earnings of non-consolidated companies  24,752   26,586   90,153   56,925 
Income (loss) before income tax  96,533   (2,205)  229,384   (9,005)
Income tax  (1,307)  5,732   53,295   9,707 
Income for continuing operations  95,226   3,527   282,679   702 
                 
Discontinued operations                
Result for discontinued operations  -   11,961   91,542   33,559 
Income for the period  95,226   15,488   374,221   34,261 
                 
Attributable to:                
Owners of the parent  104,854   16,603   384,505   21,498 
Non-controlling interests  (9,628)  (1,115)  (10,284)  12,763 
   95,226   15,488   374,221   34,261 

 

 

 

Consolidated Condensed Interim Statement of Financial Position

(all amounts in thousands of U.S. dollars) At September 30, 2017 At December 31, 2016
  Unaudited  
ASSETS        
Non-current assets                
Property, plant and equipment, net  6,192,271       6,001,939     
Intangible assets, net  1,729,391       1,862,827     
Investments in non-consolidated companies  625,105       557,031     
Available for sale assets  21,572       21,572     
Other investments  227,927       249,719     
Deferred tax assets  152,059       144,613     
Receivables, net  187,571   9,135,896   197,003   9,034,704 
Current assets                
Inventories, net  2,204,815       1,563,889     
Receivables and prepayments, net  182,292       124,715     
Current tax assets  188,287       140,986     
Trade receivables, net  1,066,522       954,685     
Other investments  1,146,153       1,633,142     
Cash and cash equivalents  436,359   5,224,428   399,737   4,817,154 
Assets of disposal group classified as held for sale      -       151,417 
Total assets      14,360,324       14,003,275 
EQUITY                
Capital and reserves attributable to owners of the parent      11,495,733       11,287,417 
Non-controlling interests      96,710       125,655 
Total equity      11,592,443       11,413,072 
LIABILITIES                
Non-current liabilities                
Borrowings  34,977       31,542     
Deferred tax liabilities  507,612       550,657     
Other liabilities  222,315       213,617     
Provisions  38,072   802,976   63,257   859,073 
Current liabilities                
Borrowings  796,556       808,694     
Current tax liabilities  106,529       101,197     
Other liabilities  228,221       183,887     
Provisions  25,973       22,756     
Customer advances  85,818       39,668     
Trade payables  721,808   1,964,905   556,834   1,713,036 
Liabilities of disposal group classified as held for sale      -       18,094 
Total liabilities      2,767,881       2,590,203 
Total equity and liabilities      14,360,324       14,003,275 

 

 

 

Consolidated Condensed Interim Statement of Cash Flow

  Three-month period ended
September 30,
Nine-month period ended
September 30,
(all amounts in thousands of U.S. dollars) 2017 2016 2017 2016
Cash flows from operating activities Unaudited Unaudited
         
Income for the period  95,226   15,488   374,221   34,261 
Adjustments for:                
Depreciation and amortization  146,293   167,520   457,359   494,638 
Income tax accruals less payments  (30,804)  (47,047)  (160,622)  (115,778)
Equity in earnings of non-consolidated companies  (24,752)  (26,586)  (90,153)  (56,925)
Interest accruals less payments, net  2,683   59   7,572   (12,848)
Changes in provisions  (2,048)  5,676   (21,968)  13,847 
Income from the sale of Conduit business  -   -   (89,694)  - 
Changes in working capital  (215,926)  148,955   (581,148)  559,187 
Currency translation adjustment and Others  26,898   (10,554)  95,306   26,004 
Net cash (used in) provided by operating activities  (2,430)  253,511   (9,127)  942,386 
                 
Cash flows from investing activities                
Capital expenditures  (143,356)  (187,376)  (437,162)  (628,799)
Changes in advance to suppliers of property, plant and equipment  1,880   7,622   6,209   41,974 
Proceeds from disposal of Conduit business  -   -   327,631   - 
Investment in non-consolidated companies  -   -   -   (17,108)
Loan to non-consolidated companies  1,950   (11,550)  (7,056)  (35,398)
Acquisition of subsidiaries  (10,418)  -   (10,418)  - 
Investment in companies under cost method  -   -   (3,681)  - 
Proceeds from disposal of property, plant and equipment and intangible assets  1,520   18,253   4,398   22,232 
Dividends received from non-consolidated companies  -   -   22,971   20,674 
Changes in investments in securities  341,975   93,841   512,046   419,523 
Net cash provided by (used in) investing activities  193,551   (79,210)  414,938   (176,902)
                 
Cash flows from financing activities                
Dividends paid  -   -   (330,550)  (354,161)
Dividends paid to non-controlling interest in subsidiaries  -   (24,000)  (19,200)  (28,311)
Acquisitions of non-controlling interests  (3)  (309)  (34)  (786)
Proceeds from borrowings  341,747   295,029   862,118   770,971 
Repayments of borrowings  (370,184)  (368,324)  (888,670)  (976,228)
Net cash (used in) financing activities  (28,440)  (97,604)  (376,336)  (588,515)
                 
Increase in cash and cash equivalents  162,681   76,697   29,475   176,969 
Movement in cash and cash equivalents                
At the beginning of the period  270,837   392,643   398,580   286,198 
Effect of exchange rate changes  1,260   (1,217)  6,722   4,956 
Increase in cash and cash equivalents  162,681   76,697   29,475   176,969 
At September 30,  434,778   468,123   434,778   468,123 

 

 

 

Exhibit I – Alternative performance measures

 

EBITDA, Earnings before interest, tax, depreciation and amortization.

 

EBITDA provides an analysis of the operating results excluding depreciation and amortization and impairments, as they are non-cash variables which can vary substantially from company to company depending on accounting policies and the accounting value of the assets. EBITDA is an approximation to pre-tax operating cash flow and reflects cash generation before working capital variation. EBITDA is widely used by investors when evaluating businesses (multiples valuation), as well as by rating agencies and creditors to evaluate the level of debt, comparing EBITDA with net debt.

 

EBITDA is calculated in the following manner:

 

EBITDA= Operating results + Depreciation and amortization + Impairment charges/(reversals).

 

(all amounts in thousands of U.S. dollars)

Three-month period ended

September 30,

Nine-month period ended

September 30,

  2017 2016 2017 2016
Operating income  79,055   (32,677)  166,559   (64,877)
Depreciation and amortization  146,293   167,520   457,359   494,638 
Depreciation and amortization from discontinued operations  -   (1,353)  -   (4,081)
EBITDA  225,348   133,490   623,918   425,680 

 

 

Net Cash / (Debt)

 

This is the net balance of cash and cash equivalents, other current investments and fixed income investments held to maturity less total borrowings. It provides a summary of the financial solvency and liquidity of the company. Net cash / (debt) is widely used by investors and rating agencies and creditors to assess the company’s leverage, financial strength, flexibility and risks.

 

Net cash/ debt is calculated in the following manner:

 

Net cash = Cash and cash equivalents + Other investments (Current)+ Fixed income investments held to maturity – Borrowings (Current and Non-current).

 

 

(all amounts in thousands of U.S. dollars) At September 30,
  2017 2016
Cash and cash equivalents  436,359   468,613 
Other current investments  1,146,153   1,830,590 
Fixed income investments held to maturity  222,992   283,833 
Borrowings – current and non-current  (831,533)  (745,959)
Net cash / (debt)  973,971   1,837,077