-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WTwXbwupnRiijS0Ha6zwcFCJ0AaVhnt9eqSaB3cKDGQjRHEpLopkL5XCpS3gl/cF WUKcEIQCDrGUmADsnX6X4Q== 0001157523-06-004507.txt : 20060503 0001157523-06-004507.hdr.sgml : 20060503 20060503121207 ACCESSION NUMBER: 0001157523-06-004507 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060503 FILED AS OF DATE: 20060503 DATE AS OF CHANGE: 20060503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TENARIS SA CENTRAL INDEX KEY: 0001190723 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31518 FILM NUMBER: 06802434 BUSINESS ADDRESS: STREET 1: 420 FIFTH AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-376-6500 MAIL ADDRESS: STREET 1: 23 AVENUE MONTEREY CITY: LUXEMBOURG STATE: N4 ZIP: L 2086 6-K 1 a5139574.txt TENARIS, S.A. 6-K 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 May 3, 2006 TENARIS, S.A. (Translation of Registrant's name into English) TENARIS, S.A. 46a, Avenue John F. Kennedy L-1855 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 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- . - 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 its 2006 First Quarter Results. Tenaris Announces 2006 First Quarter Results LUXEMBOURG--(BUSINESS WIRE)--May 2, 2006--The financial and operational information contained in this press release is based on consolidated condensed interim financial statements prepared in accordance with International Financial Reporting Standards (IFRS) and presented in U.S. dollars. Tenaris S.A. (NYSE:TS) (BCBA:TS) (BMV:TS) (BI:TEN) ("Tenaris") today announced its results for the first quarter ended March 31, 2006 with comparison to its results for the first quarter ended March 31, 2005. Summary of 2006 First Quarter Results (Comparison with fourth quarter of 2005 and first quarter of 2005) Q1 2006 Q4 2005 Q1 2005 Net sales (US$ million) 1,783.2 1,898.6 (6%) 1,452.9 23% Operating income (US$ million) 600.9 576.9 4% 405.7 48% Net income (US$ million)(1) 441.7 414.8 6% 280.0 58% Shareholders' net income (US$ million) 419.7 381.0 10% 264.2 59% Earnings per ADS (US$)(2) 0.71 0.65 10% 0.45 59% Earnings per share (US$) 0.36 0.32 10% 0.22 59% EBITDA (US$ million) 655.6 634.5 3% 457.7 43% EBITDA margin (% of net sales) 37% 33% 31% (1) As required by IAS 1 (revised) as from January 1, 2005 the income for the period disclosed in the income statement does not show minority interest. Earnings per share continue to be calculated on the net income attributable solely to the equity holders of Tenaris. (2) As of April 26, 2006, the ratio of ADSs to ordinary shares was changed from 1:10 to 1:2. Earnings per ADS are stated using the new ratio. Earnings per share, operating income and margins continue to grow due to the strength of global demand for our seamless OCTG products from the oil and gas industry. Demand remains particularly strong in the Middle East and Africa region, where drilling activity in Saudi Arabia has been growing rapidly in response to increased investment in exploration and production. Net sales during this first quarter were affected, however, by lower sales of welded pipes for gas transmission projects in Brazil, where important projects have been put on hold. Free cash flow (net cash provided by operations less capital expenditures) was US$474.6 million and the company became net cash positive during the quarter. Market Background and Outlook Oil and gas companies are continuing to increase their exploration and production spending in response to sustained high oil and gas prices and projected increases in global demand for oil and gas. This is resulting in increased drilling activity and demand for seamless OCTG products. The international count of active drilling rigs, as published by Baker Hughes excluding, for comparative purposes, the rig count in Iran and Sudan, averaged 896 during the first quarter of 2006, an increase of 10% compared to the same quarter of the previous year and an increase of 3% compared to the fourth quarter of 2005. The corresponding percentage year on year quarterly rig count increases in the Canadian and U.S. markets, which are more sensitive to natural gas prices, were 28% and 19% respectively. Favorable market conditions and the demand for high-end seamless pipe products are helping us to register sales growth and improved gross margins for our seamless pipe products. We expect that the continuation of favorable market conditions and strong demand for our high-end seamless pipe products will allow us to maintain our operating margins at around the levels recorded this quarter. Demand for our welded pipe products, however, is being affected by delays to gas pipeline projects in Brazil and Argentina. We expect that some of these projects will go ahead later this year and that we will be able to increase exports but that sales and margins on welded pipes will be lower in 2006 than in 2005. Analysis of 2006 First Quarter Results (metric tons) Sales volume Q1 2006 Q1 2005 Increase/(Decrease) North America 202,000 220,000 (8%) Europe 184,000 179,000 3% Middle East & Africa 149,000 101,000 48% Far East & Oceania 82,000 101,000 (19%) South America 98,000 101,000 (3%) Total seamless pipes 714,000 703,000 2% Welded pipes 65,000 109,000 (40%) Total steel pipes 779,000 812,000 (4%) Sales volume of seamless pipes increased by 2% to 714,000 tons in the first quarter of 2006 from 703,000 tons in the same period of 2005. Sales volume increased significantly in the Middle East and Africa region reflecting a substantial increase in oil and gas drilling activity and investment in the development of new fields in the region led by Saudi Arabia but extending through much of the Middle East and North Africa. Sales volume declined significantly in the Far East and Oceania, reflecting reduced sales to industrial customers. Sales in North America declined reflecting lower drilling activity in Mexico and lower sales to industrial customers. Sales volumes of welded pipes decreased by 40% to 65,000 tons in the first quarter of 2006 from 109,000 tons in the same period of 2005. The decrease in sales was due to substantially reduced demand for welded pipes for gas pipeline projects in Brazil following the implementation of several projects in 2005 and delays in the implementation of projects originally projected for this year. (US$ million) Net sales Q1 2006 Q1 2005 Increase/(Decrease) Seamless pipes 1,441.0 1,105.3 30% Welded pipes 114.6 160.4 (29%) Energy 161.6 144.0 12% Others 66.0 43.3 52% Total 1,783.2 1,452.9 23% Net sales in the quarter ended March 31, 2006 increased 23% to US$1,783.2 million, compared to US$1,452.9 million in the corresponding quarter of 2005. Net sales of seamless pipes rose by 30%, due primarily to significantly higher sales of high-end products and higher selling prices for all of our products. Net sales of welded pipes, which included US$11 million in sales of metal structures made by our Brazilian welded pipe subsidiary in the first quarter of 2006 and US$17 million of such sales in the first quarter of 2005, fell by 29% due primarily to the decline in sales volume. Net sales of energy rose by 12% due to higher Italian gas and electric energy prices. Net sales of other goods and services increased 52% due to higher sales of pre-reduced hot briquetted iron from our plant in Venezuela. (percentage of net sales) Cost of sales Q1 2006 Q1 2005 Seamless pipes 48% 54% Welded pipes 66% 63% Energy 97% 95% Others 71% 57% Total 55% 60% Cost of sales, expressed as a percentage of net sales, decreased to 55% in the first quarter of 2006, compared to 60% in the same period of 2005 reflecting higher gross margins on our sales of seamless pipe products and a higher proportion of seamless pipe sales in total sales. Cost of sales for seamless pipe products, expressed as a percentage of net sales, decreased to 48% in the first quarter of 2006 compared to 54% in the same period of 2005 principally reflecting a higher proportion of higher-margin, high-end products in the product mix. Selling, general and administrative expenses, or SG&A, declined as a percentage of net sales to 12.2% in the quarter ended March 31, 2006 compared to 12.7% in the corresponding quarter of 2005. Net financial income was US$10.6 million in the first quarter of 2006, compared to a net financial expense of US$41.8 million in the same period of 2005. Interest income exceeded interest expenses by US$0.6 million in the first quarter of 2006 compared to a net interest expense of US$9.5 million in the same period of 2005, reflecting changes in the net debt position. A gain of US$8.8 million on net foreign exchange transactions and the fair value of derivative instruments was recorded in the first quarter of 2006, compared to a loss of US$33.9 million during the first quarter of 2005. These gains and losses on net foreign exchange transactions and the fair value of derivative instruments are to a large extent offset by changes to our net equity position and arise due to the fact that most of our subsidiaries prepare their financial statements in currencies other than the US dollar in accordance with IFRS. Equity in earnings of associated companies generated a gain of US$21.5 million in the first quarter of 2006, compared to a gain of US$30.2 million in the first quarter of 2005. The gain in the first quarter of 2006 was derived mainly from our 11.5% equity shareholding in Ternium and the gain in the first quarter of 2005 was derived mainly from our prior investment in Sidor. Income tax charges totalled US$191.3 million in the first quarter of 2006, equivalent to 31% of income before equity in earnings of associated companies and income tax. Income attributable to minority interest rose to US$22.0 million in the first quarter of 2006, compared to US$15.7 million in the corresponding quarter of 2005 reflecting an improvement in operating and financial results at our NKKTubes subsidiary, which was partially offset by weaker operating and financial results at our Confab subsidiary. Cash Flow and Liquidity Net cash provided by operations during the first quarter of 2006 was US$544.1 million. Working capital increased by US$24.3 million during the first quarter as a US$115.5 million increase in inventories was largely offset by a reduction in trade receivables (US$34.4 million) and an increase in trade payables (US$58.0 million). Capital expenditures increased to US$69.5 million for the first quarter of 2006 compared to US$47.3 million in the first quarter of 2005. Capital expenditures in the remaining quarters of the year are expected to be higher as we implement our investment program to increase capacity for high-end products. During the first quarter of 2006, Tenaris became net cash positive with a net cash position (cash and cash equivalents and other current investments less borrowings) of US$239.7 million at March 31, 2006 compared to net debt of US$183.0 million at December 31, 2005. Total financial debt decreased by US$41.5 million to US$968.8 million at March 31, 2006 from US$1,010.3 million at December 31, 2005. 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 prices and their impact on investment programs by oil companies. Consolidated condensed interim income statement Three-month period ended March 31, (all amounts in thousands of U.S. dollars) 2006 2005 (Unaudited) Net sales 1,783,152 1,452,927 Cost of sales (972,492) (865,128) ----------- ---------- Gross profit 810,660 587,799 Selling, general and administrative expenses (217,884) (185,083) Other operating income (expenses), net 8,130 2,967 ----------- ---------- Operating income 600,906 405,683 Financial income (expenses), net 10,596 (41,807) ----------- ---------- Income before equity in earnings of associated companies and income tax 611,502 363,876 Equity in earnings of associated companies 21,521 30,163 ----------- ---------- Income before income tax 633,023 394,039 Income tax (191,333) (114,069) ----------- ---------- Income for the period 441,690 279,970 ----------- ---------- Attributable to: Equity holders of the Company 419,688 264,234 Minority interest 22,002 15,736 ----------- ---------- 441,690 279,970 ----------- ---------- Consolidated condensed interim balance sheet At March 31, 2006 At December 31, 2005 (all amounts in thousands (Unaudited) of U.S. dollars) ASSETS Non-current assets Property, plant and equipment, net 2,275,130 2,230,038 Intangible assets, net 159,747 159,099 Investments in associated companies 341,446 257,234 Other investments 25,579 25,647 Deferred tax assets 212,087 194,874 Receivables 32,276 3,046,265 65,852 2,932,744 ---------- ---------- Current assets Inventories 1,491,632 1,376,113 Receivables and prepayments 155,661 143,282 Current tax assets 121,138 102,455 Trade receivables 1,289,780 1,324,171 Other investments 297,557 119,907 Cash and cash equivalents 910,991 4,266,759 707,356 3,773,284 ---------- ---------- ---------- ---------- Total assets 7,313,024 6,706,028 Equity Capital and reserves attributable to the Company's equity holders Share capital 1,180,537 1,180,537 Legal Reserves 118,054 118,054 Share Premium 609,733 609,733 Currency translation adjustments (54,818) (59,743) Other reserves 30,801 2,718 Retained earnings 2,076,191 3,960,498 1,656,503 3,507,802 ---------- ---------- Minority interest 295,470 268,071 ---------- ---------- Total equity 4,255,968 3,775,873 ---------- ---------- LIABILITIES Non-current liabilities Borrowings 639,129 678,112 Deferred tax liabilities 359,371 353,395 Other liabilities 157,492 154,378 Provisions 45,074 43,964 Trade payables 707 1,201,773 1,205 1,231,054 -------- -------- Current liabilities Borrowings 329,703 332,180 Current tax liabilities 517,216 452,534 Other liabilities 159,190 138,875 Provisions 36,566 36,945 Customers advances 129,291 113,243 Trade payables 683,317 1,855,283 625,324 1,699,101 -------- ---------- -------- ---------- Total liabilities 3,057,056 2,930,155 Total equity and liabilities 7,313,024 6,706,028 Consolidated condensed interim cash flow statement Three-month period ended March 31, (Unaudited) (all amounts in thousands of U.S. dollars) 2006 2005 Cash flows from operating activities Income for the period 441,690 279,970 Adjustments for: Depreciation and amortization 54,675 51,977 Income tax accruals less payments 83,458 37,478 Equity in earnings of associated companies (21,521) (30,163) Interest accruals less payments, net 5,292 2,344 Income from disposal of investment (6,933) - Changes in provisions 731 (4,285) Proceeding from Fintecna arbitration award net of BHP settlement - 66,594 Changes in working capital (24,257) (209,878) Currency translation adjustment and others 10,947 (11,344) --------- --------- Net cash provided by operating activities 544,082 182,693 --------- --------- Cash flows from investing activities Capital expenditures (69,529) (47,316) Acquisitions of subsidiaries (29,809) (38) Proceeds from disposal of property, plant and equipment and intangible assets 1,820 1,442 Dividends and distributions received from associated companies - 19,520 Changes in restricted bank deposits 648 (27,680) Reimbursement from trust funds - 119,666 Investments in short terms securities (177,650) - --------- --------- Net cash (used in) provided by investing activities (274,520) 65,594 Cash flows from financing activities Dividends paid to minority interest in subsidiaries (7,581) - Proceeds from borrowings 101,085 398,269 Repayments of borrowings (146,447) (516,422) --------- --------- Net cash (used in) provided by financing activities (52,943) (118,153) --------- --------- Increase in cash and cash equivalents 216,619 130,134 Movement in cash and cash equivalents At the beginning of the period 672,437 293,824 Effect of exchange rate changes (1,834) (298) Increase in cash and cash equivalents 216,619 130,134 At March 31, 887,222 423,660 At March 31, Cash and cash equivalents 2006 2005 Cash and bank deposits 910,991 477,106 Bank overdrafts (22,369) (12,266) Restricted bank deposits (1,400) (41,180) 887,222 423,660 CONTACT: Tenaris Nigel Worsnop, 1-888-300-5432 www.tenaris.com 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: May 3, 2006 Tenaris, S.A. By: /s/ Cecilia Bilesio - ----------------------- Cecilia Bilesio Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----