Tuscany International Drilling Inc.
TSX : TID

Tuscany International Drilling Inc.

November 09, 2011 08:30 ET

Tuscany International Drilling Inc. Announces Third Quarter Results, Provides Operational Updates and Obtains Approval for Listing on the Colombian Stock Exchange

CALGARY, ALBERTA--(Marketwire - Nov. 9, 2011) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Tuscany International Drilling Inc. ("Tuscany" or the "Company") (TSX:TID) is pleased to provide an operational update, announce third quarter 2011 results and approval for listing on the Colombian Stock Exchange. The complete condensed interim consolidated financial statements of the Company for the nine months ended September 30, 2011 and the related management's discussion and analysis will be filed under the Company's profile on the SEDAR website at www.sedar.com and the financial information described below should be read in conjunction therewith.

Tuscany now has 41 rigs plus one operated workover rig in its fleet. As previously announced when the Brazilian acquisition was completed, two of the rigs in Brazil are currently undergoing repairs and maintenance, one of which is scheduled to be back in service prior to year end and the other is anticipated to be back in service in the first quarter of 2012, and three of the Brazilian rigs are undergoing major refurbishment and are anticipated to return to service throughout 2012. In addition, one of the rigs in Colombia is scheduled for additional capital to allow the rig to perform in a full drilling capacity. As a result, Tuscany's active fleet currently stands at 35 rigs.

Tuscany has been focussed on increasing utilization of its fleet. As of today, all but one of Tuscany's current active fleet of 35 rigs are either currently working or moving to location. The one inactive rig is currently being marketed.

Third Quarter Highlights

  • Closed the acquisition of Caroil on September 15, 2011. As previously announced, Caroil is a Paris based drilling and workover company with operations in Colombia and Central Africa with fourteen drilling and workover rigs.
  • Tuscany is pleased to announce that it has established an office in Trinidad and is currently moving two rigs to Trinidad under contract for an existing customer.
  • Generated over $44 million in revenue during the third quarter, an increase of 590% over the same period last year and a 49% increase over the previous quarter.
  • Gross margin was over $15 million during the third quarter, an increase of 863% over the same period last year and a 62% increase over the previous quarter.
  • EBITDA1 was over $9.7 million during the third quarter vs. a negative EBITDA of $855,000 during the same period last year. The third quarter EBITDA was 92% higher than that in the previous quarter.

Colombia Stock Exchange listing

Tuscany is pleased to announce that it has received the required approvals from the Superintendencia Financiera de Colombia and the Bolsa de Valores de Colombia (the "Colombian Stock Exchange" or "BVC") to list the Company's common shares for trading on the BVC. Tuscany's common shares are scheduled to commence trading on the BVC on December 1, 2011 under the ticker symbol "TIDC".

The listing of Tuscany's common shares on the Colombian Stock Exchange does not involve the issuance of new shares or other securities. Tuscany's common shares will continue to trade on the Toronto Stock Exchange under the symbol "TID".

FINANCIAL AND OPERATING HIGHLIGHTS
Three months ended Nine months ended
$ thousands, except per share data and operating information September 30, 2011 September 30, 2010 % change September 30, 2011 September 30, 2010 % change
Revenue 44,442 6,435 590 % 93,555 11,570 709 %
Gross margin1 15,297 1,589 863 % 31,421 3,544 787 %
EBITDA(1) 9,742 (855 ) 1239 % 18,330 (2,097 ) 974 %
EBITDA per share1 (basic and diluted) $ 0.03 $ (0.01 ) $ 0.08 $ (0.01 )
Net loss for the period (15,140 ) (3,264 ) (359 )% (22,032 ) (7,178 ) (205 )%
Net loss per share (basic and diluted) $ (0.05 ) $ (0.02 ) $ (0.09 ) $ (0.05 )
Funds from operations1 (1,203 ) (1,858 ) (371 )% 275 (3,481 ) 107 %
Funds from operations per share1 (basic and diluted) $ (0.00 ) $ (0.01 ) $ 0.00 $ (0.02 )
Cash provided by (used in) operating activities 7,038 (19,891 ) 135 % (1,505 ) (6,061 ) 75 %
Cash provided by (used in) operating activities per share (basic and diluted) $ 0.03 $ (0.12 ) $ (0.01 ) $ (0.04 )
General and administrative expenses 6,310 2,541 148 % 16,088 5,745 180 %
General and administrative expenses as a % of revenue 14.2 % 39.5 % 17.2 % 49.7 %
Drilling
Number of available rigs 35(2 ) 10 280 % 352 10 280 %
Revenue days 1,554 292 432 % 3,406 811 320 %
Utilization 73.3 % 32.1 % 61.6 % 29.7 %

(1) Refer to Non-IFRS measures

(2) Total fleet is 41 rigs at September 30, 2011; three of which are scheduled to undergo refurbishment in 2012, one which is scheduled for additional capital, and two of which are nearing the completion of their refurbishment.

Non-IFRS Measures

This MD&A contains references to EBITDA, EBITDA per share, funds from operations, funds from operations per share, and gross margin.

EBITDA is defined as "income before income taxes, net financing costs, equity income/loss, foreign exchange gain/loss, depreciation, stock-based compensation expense and acquisition costs". Management believes that in addition to net income, EBITDA is a useful supplemental measure as it provides an indication of the results generated by the Company's principal business activities prior to the consideration of how these activities are financed, how the results are taxed in various jurisdictions and how the results are impacted by accounting standards associated with the Company's share-based compensation plan and corporate development activities. Per share amounts are calculated using the weighted average number of outstanding shares for the period under review.

Funds from operations is defined as "cash provided by operating activities before the change in non-cash working capital". Funds from operations is a measure that provides shareholders and potential investors additional information regarding the Company's liquidity and its ability to generate funds to finance its operations. Management will use this measure to assess the Company's ability to finance operating activities, capital expenditures and corporate development initiatives. Per share amounts are calculated using the weighted average number of outstanding shares for the period under review.

Gross margin is defined as "oilfield services revenue less oilfield services expenses". Gross margin is a measure that provides shareholders and potential investors additional information regarding the profitability of the Company's rigs and is used by management to help assess operational performance.

EBITDA, funds from operations and gross margin are not measures that have any standard meaning prescribed by IFRS and accordingly, may not be comparable to similar measures used by other companies.

Overview

During the three months ended September 30, 2011, the Company recorded a net loss of $15,140 ($0.05 per common share) compared to a net loss of $3,264 ($0.02 per common share) for the three months ended September 30, 2010. During the nine months ended September 30, 2011, the Company recorded a net loss of $22,032 ($0.09 per common share) compared to a net loss of $7,178 ($0.05 per common share) for the nine months ended September 30, 2010. During the three months ended September 30, 2011, the Company recorded oilfield services revenue of $44,442, EBITDA(1) of $9,742 and gross margin from rig operations1 of $15,297 compared to revenue of $6,435, EBITDA of negative $855 and gross margin from rig operations of $1,589 during the three months ended September 30, 2010. For the second quarter of 2011, the Company recorded revenue of $29,843, EBITDA of $5,066 and gross margin from rig operations of $9,426. During the nine months ended September 30, 2011, the Company recorded oilfield services revenue of $93,555, EBITDA of $18,330 and gross margin from rig operations of $31,422 compared to revenue of $11,570, EBITDA of negative $2,097 and gross margin from rig operations of $3,544 during the nine months ended September 30, 2010.

(1) Refer to Non-IFRS Measures

The increases in revenue, EBITDA and gross margin for the third quarter of 2011 compared to the third quarter of 2010 and the second quarter of 2011 reflects the increase in operating activity during the third quarter of 2011 compared to the third quarter of 2010 and second quarter of 2011. On September 15, 2011, the Company completed the acquisition of Caroil S.A.S. ("Caroil"), a Paris based drilling and workover company with operations in Colombia and Central Africa, and a fleet of fourteen drilling and workover rigs. Thirteen of these rigs were operational between September 15, 2011 (the date of acquisition), and September 30, 2011, which also contributed to the increases in revenue, EBITDA and gross margin for the third quarter of 2011 compared to the third quarter of 2010 and the second quarter of 2011. For the three months ended September 30, 2011, the Company had 1,554 revenue days from rig operations compared to 292 revenue days from rig operations during the three months ended September 30, 2010, and 1,104 revenue days from rig operations during the second quarter of 2011. Gross margin for the three months ended September 30, 2011, was offset by general and administrative expenses of $6,310, net finance costs of $9,977, which includes the write-off of $8,293 of deferred financing costs associated with the refinancing of the Company's credit facility, depreciation of $5,293 and acquisition costs of $3,909. For the three months ended September 30, 2011, the Company also recorded current income tax expense of $2,666, deferred income tax expense of $1,988, foreign exchange losses of $681 and equity income of $387. Compared to the three months ended September 30, 2010, general and administrative expense reflects significant additions to the Company's management teams, both in the Company's head office in Calgary, Canada, and in its operating centres in South America, and additional expenses from the two corporate acquisitions undertaken by the Company during 2011. For the three months ended September 30, 2010, the Company was operating with a minimum of staff and was still in a "start-up" phase with minimal operating activity.

The increases in revenue, EBITDA and gross margin for the nine months ended September 30, 2011, compared to the nine months ended September 30, 2010, also reflects the increase in operating activity during the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010. For the nine months ended September 30, 2011, the Company had 3,406 revenue days from rig operations compared to 811 revenue days from rig operations during the nine months ended September 30, 2010. Gross margin for the nine months ended September 30, 2011, was offset by general and administrative expenses of $16,088, net finance costs of $14,060, depreciation of $9,987 and acquisition costs of $4,473. For the nine months ended September 30, 2011, the Company also recorded current income tax expense of $6,234, deferred income tax expense of $1,988, foreign exchange losses of $1,186 and equity income of $563. Compared to the nine months ended September 30, 2010, general and administrative expense reflects significant additions to the Company's management teams, both in the Company's head office in Calgary, Canada, and in its operating centres in South America, and additional expenses from its recently acquired Brazilian drilling and workover contractor ("Drillfor") in the second quarter, as well as Caroil in the third quarter of 2011. For the nine months ended September 30, 2010, the Company was operating with a minimum of staff and was still in a "start-up" phase with minimal operating activity.

During the nine months ended September 30, 2011, Tuscany received $201,540 from financing activities, comprised of proceeds from the Company's bought deal subscription receipt financing, proceeds from additional long term debt and the exercise of warrants. The Company also spent a total of $168,195 on the acquisitions of Drillfor and Caroil, and incurred $68,279 of capital expenditures during the nine months ended September 30, 2011. The capital expenditures were comprised primarily of rig construction and refurbishment activity.

Review of Consolidated Statement of Financial Position

($ thousands)

Change ($)(1) Explanation
Cash and cash equivalents (36,487) See consolidated statement of cash flows.
Restricted cash 49 Increase is not significant and cash amount restricted is due to continued requirement to maintain a debt service reserve account.
Accounts receivable 58,447 Increase due to increased operating activity levels in the third quarter of 2011 compared with the fourth quarter of 2010 and additional receivables as a result of two corporate acquisitions during 2011.
Prepaid expenses and deposits 6,368 Increase due to prepaid expenses and deposits assumed on the acquisition of two companies and increased deposits on equipment, partially offset by a reduction in the deposit for the purchase of drill pipe.
Inventory 13,302 Increase due to the acquisition of two companies and their related inventories and increased operating activity resulting in the establishment of inventory to supply operations.
Foreign VAT recoverable (current and non-current) 5,525 Increase due primarily to the VAT recoverable in the two companies acquired during the year, net of VAT recoveries.
Long-term investments 168 Increase due to equity income of Warrior Rig Ltd. for the period, offset by a foreign exchange loss resulting from the translation of this investment.
Property and equipment 299,324 Increase due to the construction and purchase of rigs and related equipment, net of depreciation expense, and additional property and equipment acquired as a result of the acquisition of two companies during the period.
Bank indebtedness 15,000 Increase due to draws on a revolver loan made available as a result of revisions to the credit facility.
Accounts payable and accrued liabilities 35,881 Increase due to increased operating activity levels and increased capital expenditures in the third quarter of 2011 compared to the fourth quarter of 2010 as well as additional accounts payable as a result of the acquisitions of two companies during the period.
Change ($)(1) Explanation
Income taxes payable 10,402 Increase due to increased revenue and taxable income in the first nine months of 2011 compared to the fourth quarter of 2010.
Due to shareholders (5,678) Decrease due to settlement of short-term advances received from a related party.
Deferred taxes payable 4,979 Increase due primarily to the purchase price allocation related to the acquisition of Caroil.
Long-term debt 111,271 Increase due to the Company renegotiating and significantly increasing the amount of its credit facility as a result of the acquisition of Caroil, as well as the amortization of financing costs included in long-term debt.
Share capital 175,599 Increase due to the shares issued on the acquisition of Caroil in the third quarter of 2011, a bought deal financing in the second quarter of 2011, and the exercise of warrants during the first quarter of 2011.
Contributed surplus 3,677 Increase due to stock-based compensation being recorded and the expiration of warrants during the period.
Warrants 21,422 Increase due to the issuance of zero-cost warrants on the acquisition of Caroil, partially offset by the exercise and expiry of warrants during the period.

(1) Reflects the movement in accounts from December 31, 2010 to September 30, 2011.

Review of Consolidated Statement of Comprehensive Loss

($ thousands)

Three Months Ended Sept. 30 Nine Months Ended Sept. 30
2011 2010 % Change 2011 2010 % Change
Oilfield services revenue 44,442 6,435 591 % 93,555 11,570 709 %
Oilfield services expenses
(29,145
)
(4,846
)
501
%
(62,134
)
(8,026
)
674
%
Gross margin(2) 15,297 1,589 31,421 3,544
Gross margin % 34.4 % 24.7 % 33.6 % 33.6 %

(1) Reflects the movement in accounts from December 31, 2010 to September 30, 2011.

(2) Refer to Non-IFRS measures

Oilfield services revenue was $44,442 for the three months ended September 30, 2011, compared with $6,435 for the three months ended September 30, 2010, an increase of 591%. Compared to the three months ended June 30 2011, revenue for the three months ended September 30, 2011 increased $14,599, or 49%. The increases in revenue is a result of an increase in the number of revenue days and revenue per day during the three months ended September 30, 2011, compared to the three months ended September 30, 2010, and the three months ended June 30, 2011. During the second quarter of 2011, the Company acquired Drillfor, together with six drilling rigs and two workover rigs. Three of these rigs were operational in the second and third quarters of 2011, which also contributed to the increase in revenue. Late in the third quarter of 2011, the Company acquired Caroil together with fourteen drilling and workover rigs. Thirteen of these rigs were operational in the third quarter. The additional rigs in operation from the acquired companies (from their respective dates of acquisition) also contributed to the increase in revenue during the third quarter of 2011. During the three months ended September 30, 2011, the Company had 1,554 revenue days compared to 292 revenue days in the third quarter of 2010 and 1,104 revenue days during the second quarter of 2011. Revenue days increased in the three months ended September 30, 2011, as a result of additional rigs being contracted during the third quarter of 2011 compared to the third quarter of 2010 and the second quarter of 2011. For the three months ended September 30, 2011, average revenue per day increased to $28.6 from $22.0 for the three months ended September 30, 2010, and $27.03 for the three months ended June 30, 2011. Thirty of the Company's thirty-five available drilling and heavy-duty workover rigs available (41 total fleet) earned revenue from drilling operations during the third quarter of 2011. During the third quarter of 2010 the Company earned revenues from five rigs and during the second quarter of 2011 the Company earned revenue from fifteen rigs.

Oilfield services revenue was $93,555 for the nine months ended September 30, 2011, compared with $11,570 for the nine months ended September 30, 2010, an increase of 709%. The increase in revenue is a result of an increase in the number of revenue days and revenue per day in the nine months ended September 30, 2011, compared to the nine months ended September 30, 2010. During the nine months ended September 30, 2011, the Company had 3,406 revenue days compared to 811 revenue days in nine months ended September 30, 2010. Revenue days increased in the nine months ended September 30, 2011, as a result of additional rigs, including those rigs acquired through the Company's corporate acquisitions, being contracted during the first nine months of 2011 compared to the first nine months of 2010. For the nine months ended September 30, 2011, average revenue per day increased to $27.4 from $14.3 for the nine months ended September 30, 2010. During the nine months ended September 30, 2010, the Company was leasing two rigs to a third party contractor, which reduced the average revenue per day. Thirty of the Company's thirty-five available drilling and heavy-duty workover rigs (41 total fleet) earned revenue from drilling operations during the nine months ended September 30, 2011. During the nine months ended September 30, 2010 the Company earned revenues from five rigs.

For the three months ended September 30, 2011, gross margin was $15,297, or 34.4%, compared with a gross margin of $1,589, or 24.7%, for the three months ended September 30, 2010. For the nine months ended September 30, 2011, gross margin was $31,421, or 33.6%, compared with a gross margin of $3,544, or 33.6%, for the nine months ended September 30, 2010. The increase in gross margin percentage for the three months ended September 30, 2011, compared to the gross margin percentage for the three months ended September 30, 2010, reflects increased costs associated with initial start-up of several rigs in 2010.

Three Months Ended Sept. 30 Nine Months Ended Sept. 30
2011 2010 % Change 2011 2010 % Change
Depreciation 5,293 1,329 298 % 9,987 2,325 330 %

Depreciation expense totaled $5,293 for the third quarter of 2011 compared with $1,329 for the third quarter of 2010. Depreciation expense increased to $9,987 for the nine months ended September 30, 2011 compared with $2,325 for the nine months ended September 30, 2010. Under the Company's depreciation policy, depreciation of rigs and related equipment is based on the number of days in operation. The significant increase in depreciation expense for the three and nine months ended September 30, 2011, compared to the three and nine months ended September 30, 2010, is a result of increased operating days in the three and nine month periods ended September 30, 2011 compared to the corresponding periods of 2010. During the third quarter of 2011, the Company recorded depreciation on twenty-eight rigs compared to five rigs during the third quarter of 2010.

Three Months Ended Sept. 30 Nine Months Ended Sept. 30
2011 2010 % Change 2011 2010 % Change
General and administrative 6,310 2,541 148 % 16,088 5,745 180 %

General and administrative expense increased to $6,310 for the third quarter of 2011 from $2,541 for the third quarter of 2010. General and administrative expense increased to $16,088 for the nine months ended September 30, 2011, from $5,745 for the nine months ended September 30, 2010. Compared to the three and nine months ended September 30, 2010, the Company has added administrative and operating management and staff in Canada, Colombia and Ecuador, resulting in a substantial increase in salaries and wages. During the second half of 2010, Tuscany added four new operating centers, two in Brazil, one in Peru and one in Guyana; resulting in higher general and administrative expense during the first nine months of 2011 compared to the corresponding period of 2010. In addition, during the second quarter of 2011 the Company acquired Drillfor, and during the third quarter of 2011 the Company acquired Caroil, which added to the Company's general and administrative expenses for the three and nine months ended September 30, 2011.

Included in general and administrative expense for the three and nine months ended September 30, 2011, is $755 and $2,997, respectively, of stock-based compensation compared to $97 and $104 for the three and nine months ended September 30, 2010. Stock-based compensation expense represents the value, calculated using the Black-Scholes option pricing model, related to the granting of stock options.

Three Months Ended Sept. 30 Nine Months Ended Sept. 30
2011 2010 % Change 2011 2010 % Change
Net finance costs 9,977 604 1,541 % 14,060 2,433 478 %

Net finance costs increased to $9,977 for the three months ended September 30, 2011, compared with $604 for the three months ended September 30, 2010. Net finance costs increased to $14,060 for the nine months ended September 30, 2011, compared with $2,433 for the nine months ended September 30, 2010. Net finance costs are comprised of interest and amortization of costs associated with the Company's credit facility, interest on short term advances from shareholders and interest related to the Company's convertible debenture, net of interest income.

In August 2010, the Company entered into a $125,000 credit facility. During the third quarter of 2011 this credit facility was amended. The amendment primarily consisted of an increase in the credit facility to $220,000, and was negotiated in conjunction with the Company's acquisition of Caroil. As a result of the amendments to the agreement, during the third quarter of 2011 the Company expensed a total of $8,293 of financing fees associated with the original credit agreement in the period ended September 30, 2011. Fees associated with the revised $220,000 credit facility have been presented as a direct reduction to the face value of the long-term debt. The effective interest rate method has been applied and results in the amortization of the debt discount over the life of the loan. As a result, amortization of financing fees related to the revised credit facility of $630 and $1,316 has been included in net finance costs for the three and nine months ended September 30, 2011, respectively. In addition to the financing fees associated with this facility, the Company incurs interest expense on the amount drawn under the credit facility at three-month LIBOR plus 6.5% per annum. During the three and nine months ended September 30, 2011, the Company recorded $359 and $3,289, respectively, of interest expense related to this credit facility. Interest expense of $307 and amortization of financing fees of $145 were recorded for the three and nine month periods ended September 30, 2010.

During 2010, the Company received $5,875 of short-term advances from Perfco Investments Ltd, a corporation owned by the Company's Executive Chairman. The short-term advances incurred interest at 10% per annum. The advances were settled in April 2011. During the three and nine months ended September 30, 2011, the Company has recorded $Nil and $197, respectively, of interest expense related to these advances compared to $149 for the three and nine months ended September 30, 2010.

For the three and nine months ended September 30, 2010, net finance costs included interest expense on the Company's convertible debenture. In February 2010, the Company borrowed the remaining $5,000 available under its convertible debenture. During the three months ended March 31, 2010, the Company recorded $1,596 of interest expense on this borrowing, comprised of $24 of calculated interest as per the terms of the convertible debenture, and $1,572 of interest accretion. Pursuant to the terms of the convertible debenture, the $5,000 principal and $24 of calculated interest were converted to common shares in March 2010.

The above finance costs incurred are partially offset by interest earned of $38 and $201 in the three and nine months ended September 30, 2011, respectively, and interest earned of $4 and $Nil in the three and nine months ended September 30, 2011, respectively. During 2011, the Company earned interest income of $148 while the funds received from the second quarter bought deal financing were being held in escrow.

Three Months Ended Sept. 30 Nine Months Ended Sept. 30
2011 2010 % Change 2011 2010 % Change
Foreign exchange loss (681 ) (345 ) 215 % (1,186 ) (417 ) 601 %

In addition to incurring operating expenses and capital expenditures in the Company's functional currency (United States dollars), the Company also incurs operating expenses and capital expenditures in Euros, Central African Francs, Guyanese dollars, Colombian pesos, Trinidad dollars, Canadian dollars and Brazilian real. Foreign exchange gains and losses arise primarily on the settlement of accounts payable invoices and the collection of accounts receivable invoices. The foreign exchange loss in the first nine months of 2011 arises primarily as a result of the settlement of accounts payable transactions in Brazil, as the Brazilian real has declined significantly in value compared to the US dollar during 2011.

Three Months Ended Sept. 30 Nine Months Ended Sept. 30
2011 2010 % Change 2011 2010 % Change
Derivative gain - - N/A - 308 N/A

The conversion feature in the Company's convertible debenture is recorded at fair value each period with the changes in fair value included in earnings. For the three months ended September 30, 2010, the Company did not incur a gain or loss in the fair value of the convertible debenture. For the nine months ended September 30, 2010 the Company recorded a gain of $308.

Three Months Ended Sept. 30 Nine Months Ended Sept. 30
2011 2010 % Change 2011 2010 % Change
Equity income 387 165 135 % 563 125 350 %

In the second quarter of 2010, the Company closed a transaction in which it acquired a 40% interest in Warrior Rig Ltd. ("Warrior"), a private oilfield services company involved in the development and manufacture of oilfield services equipment. The carrying value of this investment is adjusted to include the pro-rata share of the investee's earnings, less dividends received. Equity income totaled $387 for the third quarter of 2011 compared with equity income of $165 for the third quarter of 2010. Equity income totaled $563 for the nine months ended September 30 compared with equity income of $125 for the nine months ended September 30, 2010. Equity income has increased as a result of increased activity in Warrior in 2011.

Three Months Ended Sept. 30 Nine Months Ended Sept. 30
2011 2010 % Change 2011 2010 % Change
Acquisition costs (3,909 ) - N/A (4,473 ) - N/A

In the second quarter of 2011, the Company acquired all of the issued shares of Drillfor, together with six drilling rigs and two workover rigs. In the third quarter of 2011, the company acquired Caroil, adding fourteen drilling rigs. The acquisition costs in the three and nine months ended September 30, 2011, represent the costs associated with the acquisition of these two entities.

Three Months Ended Sept. 30 Nine Months Ended Sept. 30
2011 2010 % Change 2011 2010 % Change
Current income taxes 2,666 199 1240 % 6,234 235 2552 %

For the three and nine month periods ended September 30, 2011, Tuscany recorded current income tax expense of $2,666 and $6,234, respectively. At this time the Company does not have a revenue stream in Canada and as a result the consolidated pre-tax loss is directly related to general and administration expenses incurred in Canada. For the three and nine month periods ended September 30, 2011, current income taxes are recorded in Ecuador, Colombia, Guyana, Brazil, Trinidad and Africa. The Company is currently taxable on an earnings basis in all jurisdictions with the exception of Canada and Colombia. As noted above, Canada is without a revenue stream at this time. The Company is undertaking tax planning initiatives regarding its Canadian tax position to utilize the non-capital losses it is generating. In Colombia, the Company is not yet taxable on an earnings basis, but is currently taxable on a "net worth" basis.

Three Months Ended Sept. 30 Nine Months Ended Sept. 30
2011 2010 % Change 2011 2010 % Change
Deferred income taxes 1,988 - N/A 1,988 - N/A

During the three and nine months ended September 31, 2011, the Company recorded deferred income tax expense of 1,988. This amount relates to the tax impact on foreign exchange adjustments related to the tax pools associated with the Company's property and equipment that are denominated in local currencies (non-United States dollars).

Working Capital, Funds from Operations(1) and Liquidity

At September 30, 2011, Tuscany had working capital of $33,104 compared to $41,505 of working capital at December 31, 2010. In the fourth quarter of 2010, the Company received $42,341 in proceeds from the issuance of common shares. These proceeds were partially used in the first quarter of 2011 to fund the Company's rig building program and to support operations. In the second quarter of 2011, the Company received $96,585 of net proceeds from a bought deal subscription receipts financing. Of the funds received from this financing, $55,945 (including working capital) was used to acquire Drillfor in the second quarter of 2011. In the third quarter of 2011 the Company obtained additional debt financing of $120,000, which was used as partial consideration in the acquisition of Caroil. At November 8, 2011, Tuscany had approximately $8,395 of cash to settle its current liabilities, use in operations and fund corporate development initiatives. In addition, as at November 8, 2011, the Company has a $220,000 credit facility of which $215,000 has been drawn. The Company is able to draw down the remaining $5,000 at its discretion.

For the three months ended September 30, 2011, cash provided by operating activities totaled $7,038. After removing the impact of the change in non-cash working capital, funds used by operations totaled $1,203, and reflect the write-off of $8,276 in previously deferred financing fees in the period.

For the nine months ended September 30, 2011, cash used by operating activities totaled $1,505. After removing the impact of the change in non-cash working capital, funds generated by operations totaled $275 and reflect the write-off of $9,592 in previously deferred financing fees in the period.

For the three and nine months ended September 30, 2010, both cash provided by operating activities and funds from operations were negative, as the Company was in a start-up phase with minimal rig operations.

The significant factors that may impact the Company's ability to generate funds from operations in future periods are outlined in the "Risks and Uncertainties" section of this MD&A.

(1) Refer to Non-IFRS measures

Investing Activities

During the three months ended September 30, 2011, the Company spent $130,060 on investing activities, including $112,249 of cash relating to the acquisition of Caroil, $15,817 of cash related to the purchase, construction and deployment of drilling equipment to South America, and an increase of $1,993 in restricted cash retained by the Company in relation to its credit facility.

During the nine months ended September 30, 2011, the Company spent $236,522 on investing activities, including $112,249 relating to the acquisition of a Caroil, $55,945 relating to the acquisition of Drillfor, $68,278 related to the purchase, construction and deployment of drilling equipment to South America, and an increase of $49 of restricted cash retained by the Company in relation to its credit facility.

Financing Activities

During the three months ended September 30, 2011, the Company received $101,888 in financing primarily from the proceeds of additional long term-debt.

During the nine months ended September 30, 2011, Tuscany received $201,540 from financing activities. Proceeds of $101,911 were received from additional long term-debt, proceeds of $96,562 were received from a bought deal subscription receipts financing, $3,299 of proceeds were received from the exercise of issued warrants and costs of $232 were incurred relating to the long-term debt.

Outlook

In mid-September 2011, Tuscany closed its previously announced acquisition of Caroil S.A.S., a Paris based drilling contractor with operations in Colombia and Central Africa. With the third quarter acquisition of Caroil, and the second quarter acquisition of Drillfor, Tuscany's rig fleet has increased to 41 drilling and heavy-duty workover rigs.

Tuscany's rig fleet is currently operating in Ecuador (six rigs), Brazil (ten rigs), Colombia (fifteen rigs), Trinidad (two rigs), Gabon (four rigs), Congo (three rigs) and Tanzania (one rig). Of the Company's 41 drilling and heavy-duty workover rigs, 32 are under contract, the contract is being finalized for one rig and a letter of intent has been signed for one rig. In Ecuador, five rigs are working under contract and the Company has a letter of intent for the sixth rig. In Brazil, five rigs are working under contract and refurbishment is nearing completion on two rigs; with contract negotiations proceeding for these two rigs. In Trinidad, both rigs are under contract and are scheduled to commence rig operations in November 2011. In Colombia, 14 of the 15 rigs are working under contract. In Gabon, all four rigs are working under contract, and in Congo, one rig is working under contract, one rig is moving to location and the contract is being finalized and one rig is being actively marketed. In addition, in Congo the Company also manages a customer owned rig. The one rig located in Tanzania is working under contract.

During 2011, the Company has focused on obtaining contracts for its rig fleet and improving operating efficiency. With the significant increase in contracted work commitments and the acquisition of the Caroil fleet, which is currently 80% contracted, Tuscany is well positioned to benefit from a period of significant and stable rig utilization. For the remainder of fiscal 2011 and forward into 2012, management expects Tuscany's financial performance to increase as a result of the significant increase in rig utilization and the Company's focus on cost control and operational efficiency.

Tuscany International Drilling Inc.
Consolidated Statement of Financial Position (Unaudited)
(expressed in thousands of US dollars)
September 30 December 31 January 1
2011 2010 2010
Assets
Current Assets
Cash and cash equivalents 11,478 47,965 1,840
Restricted cash 3,377 3,328 -
Term deposits - - 436
Share subscription receivable - - 100
Accounts receivable 65,795 7,348 1,936
Prepaid expenses and deposits 7,934 1,566 510
Inventory 14,163 861 -
Foreign VAT recoverable 6,935 1,410 1,618
109,682 62,478 6,440
Foreign VAT recoverable 7,240 3,810 750
Long-term investment 5,222 5,054 -
Property and equipment 504,949 205,625 49,422
627,093 276,967 56,612
Liabilities
Current Liabilities
Bank indebtedness 15,000 - -
Accounts payable and accrued liabilities
50,211

14,330

5,259
Income taxes payable 10,491 89 -
Due to shareholders 876 6,554 548
76,578 20,973 5,807
Convertible debenture - - 204
Long-term debt 182,002 70,731 -
Deferred taxes 4,979 - -
263,559 91,704 6,011
Shareholders' Equity
Share capital 366,300 190,701 42,810
Contributed surplus 6,384 2,707 -
Warrants 35,814 14,392 10,332
Accumulated other comprehensive income
(101
)
294

-
Deficit (44,863 ) (22,831 ) (2,541 )

Tuscany International Drilling Inc.
Consolidated Statement of Comprehensive Loss
For the three and nine months ended September 30, 2011 and 2010 (Unaudited)
(expressed in thousands of US dollars)
Three months ended Nine months ended
September 30 September 30 September 30 September 30
2011 2010 2011 2010
Revenue
Oilfield services 44,442 6,435 93,555 11,570
Expenses
Oilfield services (29,145 ) (4,846 ) (62,134 ) (8,026 )
Depreciation (5,293 ) (1,329 ) (9,987 ) (2,325 )
General and administrative (6,310 ) (2,541 ) (16,088 ) (5,745 )
Foreign exchange loss (681 ) (345 ) (1,186 ) (417 )
Derivative gain - - - 308
Equity income 387 165 563 125
Acquisition costs (3,909 ) - (4,473 ) -
(44,951 ) (8,896 ) (93,305 ) (16,080 )
Finance income 38 4 201 -
Finance expenses (10,015 ) (608 ) (14,261 ) (2,433 )
Net finance costs (9,977 ) (604 ) (14,060 ) (2,433 )
Loss before income taxes for the period
(10,486
)
(3,065
)
(13,810
)
(6,943
)
Current income taxes 2,666 199 6,234 235
Deferred income taxes 1,988 - 1,988 -
Net Loss for the period (15,140 ) (3,264 ) (22,032 ) (7,178 )
Other comprehensive loss
Loss on translating equity portion of investment
(198
)
-

(395
)
-
Total comprehensive loss for the period
(15,338
)
(3,264
)
(22,427
)
(7,178
)
Net Loss per share, basic and diluted
(0.05
)
(0.02
)
(0.09
)
(0.05
)

Tuscany International Drilling Inc.
Consolidated Statement of Changes in Equity (Unaudited)
(expressed in thousands of US dollars)
Attributable to equity owners of the Company
Share Capital Contributed surplus Warrants Accumulated other comprehensive income (loss) Deficit Total equity
Balance – January 1, 2011 190,701 2,707 14,392 294 (22,831 ) 185,263
Net loss for the period - - - - (22,032 ) (22,032 )
Cumulative translation adjustment
-

-

-

(395
)
-

(395
)
Comprehensive loss for the period - - - (395 ) (22,032 ) (22,427 )
Stock-based compensation - 2,997 - - - 2,997
Loan conversion 6,168 - - - - 6,168
Subscription receipt issuance 102,321 - - - - 102,321
Issuance of shares 71,844 - - - - 71,844
Share issuance costs (5,760 ) - - - - (5,760 )
Issuance of warrants - - 23,128 - - 23,128
Expiration of warrants - 680 (680 ) - - -
Exercise of warrants 1,026 - (1,026 ) - - -
Balance – Sept. 30, 2011 366,300 6,384 35,814 (101 ) (44,863 ) 363,534
Balance – January 1, 2010 42,810 - 10,332 - (2,541 ) 50,601
Net loss for the period - - - - (7,178 ) (7,178 )
Comprehensive loss for the period - - - - (7,178 ) (7,178 )
Issuance of shares 107,926 - - - - 107,926
Share issuance costs (99 ) - - - - (99 )
Convertible debenture 1,222 57 - - - 1,279
Stock-based compensation - 104 - - - 104
Issuance of warrants (15,499 ) - 16,810 - - 1,311
Exercise of warrants 12,195 - (12,195 ) - - -
Expiry of warrants - 1,540 (1,540 ) - - -
Transaction costs (220 ) - - - (105 ) (325 )
Balance – Sept. 30, 2010 148,335 1,701 13,407 - (9,824 ) 153,619

Tuscany International Drilling Inc.
Consolidated Statement of Cash Flows
For the three and nine months ended September 30, 2011 and 2010 (Unaudited)
(expressed in thousands of US dollars)
Three months ended Nine months ended
September 30 September 30 September 30 September 30
2011 2010 2011 2010
Cash flow provided by (used in):
Operating Activities
Net loss for the period (15,140 ) (3,264 ) (22,032 ) (7,178 )
Items not affecting cash
Depreciation 5,293 1,329 9,987 2,325
Interest expense on convertible debenture
-

-

-

1,596
Derivative gain - - - (308 )
Unrealized foreign exchange loss
-

-

294

-
Equity income (387 ) (165 ) (563 ) (165 )
Amortization of financing fees 8,276 145 9,592 145
Stock based compensation 755 97 2,997 104
Changes in non-cash working capital 8,241 (18,033 ) (1,780 ) (2,418 )
7,038 (19,891 ) (1,505 ) (5,899 )
Investing Activities
Acquisition of property and equipment (15,818 ) (19,059 ) (68,279 ) (131,268 )
Acquisition of Drillfor, net - - (55,945 ) -
Acquisition of Caroil, net (112,249 ) - (112,249 ) -
Restricted cash (1,993 ) (726 ) (49 ) (726 )
Long-term investment - - - (1,975 )
Term deposits - - - 436
(130,060 ) (19,785 ) (236,522 ) (133,533 )
Financing Activities
Advances from shareholders - 875 - 5,875
Proceeds from convertible debenture financing
-

-

-

5,000
Proceeds from issuance of long-term debt
101,911

45,907

101,911

45,907
Costs of issuance of long-term debt - - (232 ) -
Proceeds from issuance of share capital, net
(23
)
322

99,861

32,821
Proceeds from issuance of warrants, net - - - 59,476
101,888 47,104 201,540 148,918
Increase (decrease) in cash and cash equivalents
(21,134
)
7,428

(36,487
)
9,486
Cash and cash equivalents, beginning of period
32,612

3,898

47,965

1,840
Cash and cash equivalents, end of period
11,478

11,326

11,478

11,326
Cash Flow Supplementary Information
Interest received 38 4 201 8
Interest paid 1,835 - 2,996 -
Income taxes paid 576 - 1,622 -

About Tuscany

Tuscany, a corporation headquartered in Calgary, Alberta, is engaged in the business of providing contract drilling and work‐over services along with equipment rentals to the oil and gas industry. The Company is currently focused on providing services to oil and natural gas operators in South America and Africa. Tuscany has operating centers in Colombia, Ecuador, Trinidad, France and Brazil.

Tuscany trades on the Toronto Stock Exchange under the symbol TID.

READER ADVISORY

Statements in this press release contain forward-looking information. Readers are cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Tuscany. These risks include, but are not limited to: the timely construction and deployment of drillings rigs, the successful negotiation of drilling contracts, the oil and gas industry, commodity prices and exchange rate changes, regulatory changes, successful exploitation and integration of technology, customer acceptance of technology, changes in drilling activity and general global economic, political and business conditions. Industry related risks could include, but are not limited to: operational risks, delays or changes in rig construction and deployment, plans, health and safety risks and the uncertainty of estimates and projections of costs and expenses and access to capital. The risks outlined above should not be construed as exhaustive. The reader is cautioned not to place undue reliance on this forward-looking information. Tuscany does not undertake any obligation to update or revise any forward-looking statements except as expressly required by applicable securities laws.

The listing of Tuscany's common shares on the Colombian Stock Exchange does not imply a certification by the BVC of the value or the solvency of Tuscany.

The Toronto Stock Exchange has not reviewed, nor does it accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Tuscany International Drilling Inc.
    Walter Dawson
    Executive Chairman
    (403) 265-8258
    (403) 265-8793 (FAX)

    Tuscany International Drilling Inc.
    Reg Greenslade
    President & CEO
    (403) 265-8258
    (403) 265-8793 (FAX)

    Tuscany International Drilling Inc.
    Matt Moorman
    CFO
    (403) 265-8258
    (403) 265-8793 (FAX)

    Tuscany International Drilling Inc.
    1950, 140-4th Avenue S.W.
    Calgary, Alberta
    www.tuscanydrilling.com