What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-02-26 compared with 2020-02-27 · 503 added, 399 removed, 945 unchanged (49% of the section changed)

16 unchanged sentences

Based on our assessment we believe that, as of December 31, 2020, our internal control over financial reporting is effective based on those criteria.

During 2019, we acquired Action Industrial Catering, which represented approximately 6% of our consolidated revenues for the year ended December 31, 2019 and approximately 3% and 4% of our consolidated total and net assets, respectively, as of December 31, 2019.

For purposes of determining the effectiveness of our internal control over financial reporting, as disclosed in this annual report, management has excluded the internal controls of this acquisition from its evaluation.

(b) Attestation report of the registered public accounting firm.

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Executive Compensation

The information required by Item 11 hereby is incorporated by reference to such information as set forth in the Company's Definitive Proxy Statement for the 2020 Annual General Meeting of Shareholders under the headings “Executive Compensation,” “Compensation Discussion and Analysis,” “Director Compensation,” “Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report”.

The information required by Item 11 hereby is incorporated by reference to such information as set forth in the Company's Definitive Proxy Statement for the 2021 Annual General Meeting of Shareholders.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The information required by Item 12 hereby is incorporated by reference to such information as set forth in the Company's Definitive Proxy Statement for the 2020 Annual General Meeting of Shareholders under the heading “Security Ownership of Management and Certain Beneficial Owners” and "Equity Compensation Plan Information."

The information required by Item 12 hereby is incorporated by reference to such information as set forth in the Company's Definitive Proxy Statement for the 2021 Annual General Meeting of Shareholders.

Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 hereby is incorporated by reference to such information as set forth in the Company's Definitive Proxy Statement for the 2020 Annual General Meeting of Shareholders under the headings “Certain Relationships and Related-Party Transactions” and “Director Independence”.

The information required by Item 13 hereby is incorporated by reference to such information as set forth in the Company's Definitive Proxy Statement for the 2021 Annual General Meeting of Shareholders.

Principal Accounting Fees and Services

The information required by Item 14 hereby is incorporated by reference to such information as set forth in the Company's Definitive Proxy Statement for the 2020 Annual General Meeting of Shareholders under the heading “Audit Fee Disclosure”.

The information required by Item 14 hereby is incorporated by reference to such information as set forth in the Company's Definitive Proxy Statement for the 2021 Annual General Meeting of Shareholders.

Exhibits, Financial Statement Schedules

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001-36246) filed on April 2, 2018).

3.2 Certification of Amendment to the Notice of Articles of Civeo Corporation (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No.

001-36246) filed on November 20, 2020.

3.3 Amended and Restated Articles of Civeo Corporation, as amended (incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K (File No.

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4.3* Description of Securities

Indemnification and Release Agreement by and between Oil States International, Inc.

and Civeo Corporation, dated May 27, 2014 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-36246) filed on June 2, 2014).

Tax Sharing Agreement by and between Oil States International, Inc.

and Civeo Corporation, dated May 27, 2014 (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No.

001-36246) filed on June 2, 2014).

Employee Matters Agreement by and between Oil States International, Inc.

and Civeo Corporation, dated May 27, 2014 (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No.

001-36246) filed on June 2, 2014).

Transition Services Agreement by and between Oil States International, Inc.

and Civeo Corporation, dated May 27, 2014 (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K (File No.

001-36246) filed on June 2, 2014).

10.1† Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K12B (File No.

001-36246) filed on July 17, 2015).

Amended and Restated 2014 Equity Participation Plan of Civeo Corporation (incorporated herein by reference to Annex B of Civeo Corporation’s definitive proxy statement on Schedule 14A (File No.

001-36246) filed on April 11, 2016).

Performance Share Award Program under the 2014 Equity Participation Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No.

001-36246) filed on April 28, 2016).

Form of Performance Share Award Agreement under the 2014 Equity Participation Plan (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q (File No.

001-36246) filed on April 28, 2016).

10.2† Amended and Restated 2014 Equity Participation Plan of Civeo Corporation, as amended by Amendment No.

1, Amendment No.

2 and Amendment No.

3 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No.

001-36246) filed on July 29, 2020).

10.3†* Performance Share Award Program under the 2014 Equity Participation Plan.

10.4†* Form of Performance Share Award Agreement under the 2014 Equity Participation Plan .

10.5† Form of Civeo Corporation Annual Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.7 to the Registration Statement on Form 10 (File No.

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001-36246) filed on March 13, 2015).

Executive Agreement between Civeo Corporation and Frank C.

Steininger, dated May 4, 2015 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-36246) filed on May 7, 2015).

10.14† Executive Services Agreement, dated May 30, 2012, between Peter McCann and The Mac Services Group Pty Ltd.

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001-36246) filed on July 17, 2015).

Dual Employment Agreement of Bradley J.

10.15† Dual Employment Agreement (Canada) of Bradley J.

Dodson (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K12B (File No.

001-36246) filed on July 17, 2015).

Dual Employment Agreement of Frank C.

Steininger (incorporated herein by reference to Exhibit 10.5 to the Current Report on Form 8-K12B (File No.

001-36246) filed on July 17, 2015).

10.16†* Dual Employment Agreement (United States) of Bradley J.

10.17† Executive Agreement between Civeo Corporation and Peter McCann, dated August 17, 2015 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-36246) filed on August 27, 2015).

10.18†* Variation to Executive Services Agreement dated May 30, 2012 between Peter McCann and Civeo Pty Ltd.

10.19† Variation to Executive Services Agreement between Civeo Pty Ltd and Peter McCann, dated August 17, 2015 (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No.

6 unchanged sentences

001-36246) filed on November 3, 2015).

10.23† First Amendment to Executive Change of Control Severance Agreement between Civeo Corporation and Allan Schoening, effective as of July 20, 2020 (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No.

001-36246) filed on October 28, 2020).

10.24† Executive Agreement between Civeo Corporation and Allan Schoening, dated December 15, 2014 (incorporated herein by reference to Exhibit 10.12 to the Quarterly Report on Form 10-Q (File No.

001-36246) filed on November 3, 2015.

Amendment to Civeo Corporation 2014 Equity Participation Plan (incorporated herein by reference to Exhibit 10.33 to the Annual Report on Form 10-K for the year ended December 31, 2016 (File No.

001-36246) filed on February 23, 2017).

Amendment No.

2 to Civeo Corporation 2014 Equity Participation Plan (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018 (File No.

001-36246) filed on July 27, 2018).

10.25†* Executive Change of Control Severance Agreement between Civeo Corporation and Carolyn Stone, dated May 10, 2015.

10.26 Amended and Restated Syndicated Facility Agreement, dated April 2, 2018, among Civeo Corporation and certain of its subsidiaries, as borrowers, the guarantors party thereto, the lenders named therein, Royal Bank of Canada, as Administrative Agent, and the other agents party thereto (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

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001-36246) filed on October 2, 2019).

10.29 Third Amendment to Amended and Restated Syndicated Facility Agreement, dated as of September 3, 2020, among Civeo Corporation and certain of its subsidiaries, as borrowers, the guarantors party thereto, the lenders named therein, Royal Bank of Canada, as Administrative Agent, and the other agents party thereto (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-36246) filed on September 8, 2020).

10.30† Form of Director Deferred Share Agreement (United States) (incorporated herein by reference to Exhibit 10.31 to the Annual Report on Form 10-K for the year ended December 31, 2018 (File No.

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31.2* Certification of Chief Financial Officer of Civeo Corporation pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934.

Certification of Chief Executive Officer of Civeo Corporation pursuant to Rules 13a-14(b) or 15d-14(b) under the Securities Exchange Act of 1934.

Certification of Chief Financial Officer of Civeo Corporation pursuant to Rules 13a-14(b) or 15d-14(b) under the Securities Exchange Act of 1934.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

32.1** Certification of Chief Executive Officer of Civeo Corporation pursuant to Rules 13a-14(b) or 15d-14(b) under the Securities Exchange Act of 193 4 and 18 U .S.C.

Section 1350.

32.2** Certification of Chief Financial Officer of Civeo Corporation pursuant to Rules 13a-14(b) or 15d-14(b) under the Securities Exchange Act of 19 3 4 and 18 U.S.C.

Section 1350.

101.INS* Inline XBRL Instance Document

101.SCH* Inline XBRL Taxonomy Extension Schema Document

101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

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CIVEO CORPORATION

/s/ CAROLYN J.

By /s/ CAROLYN J.

Senior Vice President, Chief Financial Officer and Treasurer (Duly Authorized Officer and Principal Financial Officer)

Signature Title

/s/ RICHARD A.

Chairman of the Board

NAVARRE Chairman of the Board

/s/ BRADLEY J.

Director, President & Chief Executive Officer

(Principal Executive Officer)

DODSON Director, President & Chief Executive Officer

Dodson (Principal Executive Officer)

/s/ CAROLYN J.

Senior Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer and Accounting Officer)

RONALD BLANKENSHIP

STONE Senior Vice President, Chief Financial Officer and Treasurer

Stone (Principal Financial Officer and Accounting Officer)

RONALD BLANKENSHIP Director

Ronald Blankenship

/s/ MARTIN A.

LAMBERT Director

/s/ CONSTANCE B.

/s/ CHARLES SZALKOWSKI

MOORE Director

/s/ CHARLES SZALKOWSKI Director

Charles Szalkowski

/s/ TIMOTHY O.

WALL Director

CIVEO CORPORATION

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Impairment of Long-lived Assets

Description of the Matter

As more fully described in Note 4 to the consolidated financial statements, during 2020, the Company recorded an impairment loss on certain long-lived assets groups in Canada and United States.

A severe decline in overall market conditions during the first quarter of 2020 primarily due to the COVID-19 pandemic and lower oil prices resulted in a decline in forecasted demand for the Company’s services.

As a result of these conditions, the Company evaluated long-lived assets with impairment indicators for recoverability and determined that certain asset groups were not recoverable.

As a result, the Company recognized an impairment loss of $50.5 million, which is the amount by which the carrying value exceeded the estimated fair value of these asset groups.

Auditing the Company's fixed asset impairment measurement was complex and involved a high degree of subjectivity because the estimates underlying the determination of fair value involve management’s judgments on significant assumptions.

In particular, the Company’s fair value estimate is sensitive to significant assumptions, such as occupancy levels, average daily rates, operating margin, and the weighted average cost of capital.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company's process used to determine the fair value of the asset groups and measure the long-lived asset impairment.

For example, we tested controls over management's review of the significant assumptions underlying the fair value determination.

To test the Company’s impairment measurement of the asset groups, our audit procedures included, among others, assessing the valuation methodology and testing the significant assumptions discussed herein.

For example, we compared the significant assumptions used by management to current industry and economic trends as well as to the historical results related to the occupancy, average daily rates, and operating margin.

We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the impact on the estimate cash flows for the asset groups that would result from changes in the significant assumptions.

We also involved our valuation specialists to assist in our evaluation of the weighted average cost of capital assumption as well as the methodology and fair value model used in the estimate.

We further tested the completeness and accuracy of the underlying data in the impairment calculations.

Asset Retirement Obligations

Description of the Matter

As more fully described in Note 14 to the consolidated financial statements, at December 31, 2020, the carrying value of the Company’s asset retirement obligations was $15.0 million.

The Company reviews the asset retirement obligations at least annually, or more often if facts and circumstances change related to the assumptions used in estimating the obligation.

Auditing the Company’s asset retirement obligation required us to make subjective auditor judgments because estimates underlying the determination of the obligation were based on assumptions unique to the assets, including assumptions about projected restoration costs and the projected timing of settlement costs used to measure the obligation.

Actual costs incurred in future periods could differ from amounts estimated.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company's process used to calculate and measure the asset retirement obligations.

For example, we tested controls over the asset retirement obligation estimation process and management’s review of the significant assumptions used in the estimation of the liability, including the amount and timing of retirement costs.

To test the asset retirement obligation valuation, our audit procedures included, among others, assessing the valuation methodology, testing the significant assumptions discussed above, and testing the underlying data used by the Company in its analyses.

We verified consistency between the projected timing of the settlement costs and management’s operating plan and regulatory requirements.

We compared management’s estimated restoration costs to recently incurred retirement costs, third-party vendor estimates, or publicly available data.

In addition, we performed sensitivity analysis to evaluate the change in obligations based on changes in the underlying assumptions.

/s/ Ernst & Young LLP

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In our opinion, Civeo Corporation (“the Company”) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

As indicated in the accompanying management’s annual report on internal control over financial reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Action Industrial Catering, which is included in the 2019 consolidated financial statements of the Company and constituted 3% and 4% of total and net assets, respectively, as of December 31, 2019 and 6% of revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Action Industrial Catering.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, and the related consolidated statements of operations, comprehensive loss, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and our report dated February 26, 2021 expressed an unqualified opinion thereon.

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YEAR ENDED DECEMBER 31,

2020 2019 2018

Service and other $ 505,401 $ 492,700 $ 428,829

Rental 16,817 27,993 20,079

Product 7,511 6,862 17,784

529,729 527,555 466,692

Costs and expenses:

Service and other costs 361,505 338,923 296,097

Rental costs 14,971 22,510 21,472

Product costs 5,612 5,381 14,845

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Other operating expense 506 290 790

676,917 576,606 554,747

Operating loss ( 147,188 ) ( 49,051 ) ( 88,055 )

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Interest income 20 78 226

Other income 20,823 7,281 1,623

Loss before income taxes ( 143,415 ) ( 69,075 ) ( 113,212 )

Income tax benefit 10,635 10,741 31,365

Net loss ( 132,780 ) ( 58,334 ) ( 81,847 )

Net income attributable to noncontrolling interest 1,470 157 396

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Weighted average number of common shares outstanding:

Basic 14,129 13,921 13,103

Diluted 14,129 13,921 13,103

(1) Reflects our 1-for-12 reverse share split that became effective November 19, 2020.

See Note 1 - Description of Business and Basis of Presentation to the notes to the consolidated financial statements in Item 8 of this annual report for further discussion.

The accompanying notes are an integral part of these financial statements.

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YEAR ENDED DECEMBER 31,

2020 2019 2018

Net loss $ ( 132,780 ) $ ( 58,334 ) $ ( 81,847 )

Other comprehensive income (loss), net of taxes:

Foreign currency translation adjustment, net of zero taxes

14,266 8,076 ( 43,036 )

Total other comprehensive income (loss), net of taxes 14,266 8,076 ( 43,036 )

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Accounts receivable, net 89,782 99,493

Inventories 6,181 5,877

Prepaid expenses 7,020 7,247

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Property, plant and equipment, net 486,930 590,309

Goodwill 8,729 110,173

Other intangible assets, net 99,749 111,837

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Other noncurrent assets 3,626 1,276

Total assets $ 740,853 $ 969,912

LIABILITIES AND SHAREHOLDERS’ EQUITY

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Accrued liabilities 27,349 21,755

Income taxes 203 328

Current portion of long-term debt 34,585 35,080

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aggregate liquidation preference of $ 95,514,031 and $ 93,627,392 as of December 31, 2020 and 2019)

60,016 58,129

Common shares ( no par value;

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Common shares held in treasury at cost, 263,709 and 174,970 shares, respectively

( 6,930 ) ( 5,472 )

Accumulated other comprehensive loss ( 348,989 ) ( 363,173 )

Total Civeo Corporation shareholders’ equity

374,685 490,143

Noncontrolling interest 672 662

1 unchanged sentence

Total liabilities and shareholders’ equity

$ 740,853 $ 969,912

(1) Reflects our 1-for-12 reverse share split that became effective November 19, 2020.

See Note 1 - Description of Business and Basis of Presentation to the notes to the consolidated financial statements in Item 8 of this annual report for further discussion.

The accompanying notes are an integral part of these financial statements.

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Attributable to Civeo

Preferred Shares

Common Shares

Preferred Shares Common Shares

Par Value Additional

Capital Accumulated

Deficit Treasury

Shares Accumulated

Comprehensive

Income (Loss)

Noncontrolling

Income (Loss) Noncontrolling

Interest Total

Shareholders’

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Cumulative effect of implementation of ASU 2014-09

Issuance of common shares

— — — 394 — — — 394

Issuance of shares for acquisitions 6,972 — 166,882 — — — — 173,854

Dividends attributable to Class A preferred shares 49,308 — 281 ( 49,589 ) — — — —

Share-based compensation — — 11,036 — ( 831 ) — — 10,205

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Cumulative effect of implementation of ASU 2016-02

Issuance of shares for acquisitions

— — — ( 699 ) — — — ( 699 )

Dividends attributable to Class A preferred shares 1,849 — — ( 1,849 ) — — — —

Acquisition of noncontrolling interest — — — — — — 687 687

Share-based compensation — — 10,116 — ( 4,283 ) — — 5,833

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Dividends paid — — — — — — ( 1,542 ) ( 1,542 )

Cumulative effect of implementation of ASU 2016-02

Dividends attributable to Class A preferred shares 1,887 — — ( 1,887 ) — — — —

Acquisition of noncontrolling interest

Share-based compensation — — 6,066 — ( 1,458 ) — — 4,608

Balance, December 31, 2020 $ 60,016 $ — $ 1,578,315 $ ( 907,727 ) $ ( 6,930 ) $ ( 348,989 ) $ 672 $ 375,357

Common Shares (in thousands)

Shares Common Shares (in thousands) (1)

Balance, December 31, 2017 — 11,022

Issuance of common shares

Issuance of shares for acquisitions 9,042 2,665

Share-based compensation — 141

Balance, December 31, 2018 9,042 13,828

Issuance of shares for acquisitions

Share-based compensation — 302

2 unchanged sentences

Balance, December 31, 2020 9,042 14,215

(1) Reflects our 1-for-12 reverse share split that became effective November 19, 2020.

See Note 1 - Description of Business and Basis of Presentation to the notes to the consolidated financial statements in Item 8 of this annual report for further discussion.

The accompanying notes are an integral part of these financial statements.

3 unchanged sentences

YEAR ENDED DECEMBER 31,

2020 2019 2018

Cash flows from operating activities:

Net loss $ ( 132,780 ) $ ( 58,334 ) $ ( 81,847 )

Adjustments to reconcile net loss to net cash provided by operating activities:

1 unchanged sentence

Impairment charges 144,120 26,148 28,661

Inventory write-down

Loss on extinguishment of debt 383 — 748

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Gain on disposals of assets ( 2,905 ) ( 3,882 ) ( 1,606 )

Provision (benefit) for loss on receivables, net of recoveries

Provision (benefit) for credit losses, net of recoveries 44 ( 30 ) ( 276 )

Other, net ( 2,873 ) 2,659 4,879

Changes in operating assets and liabilities:

Accounts receivable 13,679 ( 20,547 ) 13,326

Inventories 171 ( 87 ) 3,376

Accounts payable and accrued liabilities 6,890 8,473 ( 17,716 )

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Proceeds from disposition of property, plant and equipment 3,690 5,906 5,844

Other, net 4,619 1,762 654

Net cash flows used in investing activities ( 1,774 ) ( 38,578 ) ( 181,947 )

Cash flows from financing activities:

Proceeds from issuance of common shares, net

Revolving credit borrowings 377,604 381,615 358,312

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Debt issuance costs ( 2,583 ) ( 1,950 ) ( 4,009 )

Other, net ( 1,458 ) ( 4,283 ) ( 832 )

Net cash flows provided by (used in) financing activities ( 114,206 ) ( 44,631 ) 109,523

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Value of preferred shares issued as consideration for acquisition — — 54,821

Capital expenditure additions accrued at end of period 933 — —

Non-cash financing activities:

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Description of the Business

We are a hospitality company servicing the natural resources industry in Canada, Australia and the U.S.

We provide a full suite of hospitality services for our guests, including lodging, food service, housekeeping and maintenance at accommodation facilities that we or our customers own.

We provide hospitality services to the natural resources industry in Canada, Australia and the U.S.

We provide a full suite of hospitality services for our guests, including lodging, catering and food service, housekeeping and maintenance at accommodation facilities that we or our customers own.

In many cases, we provide services that support the day-to-day operations of accommodation facilities, such as laundry, facility management and maintenance, water and wastewater treatment, power generation, communication systems, security and logistics.

We also offer development activities for workforce accommodation facilities, including site selection, permitting, engineering and design, manufacturing management and site construction, along with providing hospitality services once the facility is constructed.

We primarily operate in some of the world’s most active oil, metallurgical (met) coal and iron ore producing regions, and our customers include major and independent oil companies, mining companies, engineering companies and oilfield and mining service companies.

We operate in three principal reporting business segments – Canada, Australia and the U.S.

We primarily operate in some of the world’s most active oil, metallurgical (met) coal, liquefied natural gas (LNG) and iron ore producing regions, and our customers include major and independent oil companies, mining companies, engineering companies and oilfield and mining service companies.

We operate in three principal reportable business segments – Canada, Australia and the U.S.

Basis of Presentation

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and (ii) all references in this report to “dollars” or “$” are to U.S.

Certain reclassifications have been made to the prior years' consolidated financial statements to conform to the current year presentation.

Reverse Share Split

On November 19, 2020, we effected a reverse share split where each twelve issued and outstanding common shares were converted into one common share.

Our common shares began trading on a reverse share split adjusted basis on November 19, 2020.

A total of 14,215,169 common shares were issued and outstanding immediately after the reverse share split.

No fractional shares were outstanding following the reverse share split.

In lieu of any fractional share, the aggregate number of common shares that a holder was entitled to was, if the fraction was less than half a common share, rounded down to the next closest whole number of common shares, and if the fraction was at least half of a common share, rounded up to one whole common share.

The reverse share split did not affect the number of authorized or issued and outstanding shares of our preferred shares.

As a result of the reverse share split, the conversion price for the Company’s outstanding Class A Series 1 preferred shares (Series A preferred shares) was automatically increased to $ 39.60 for each Series A preferred share (previously it was $ 3.30 per Series A preferred share).

All authorized, issued and outstanding shares and per share amounts contained in the accompanying consolidated financial statements have been adjusted to reflect this reverse share split for all prior periods presented.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Allowances for Doubtful Accounts

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments.

If a trade receivable is deemed to be uncollectible, such receivable is charged-off against the allowance for doubtful accounts.

We consider the following factors when determining if collection of revenue is reasonably assured:

customer credit-worthiness, past transaction history with the customer, current economic industry trends, customer solvency and changes in customer payment terms.

Allowance for Credit Losses

We are exposed to credit losses primarily through the sale of our products and services.

We maintain allowances for credit losses for estimated losses resulting from the inability of our customers to make required payments.

If a trade receivable is deemed to be uncollectible, such receivable is charged-off against the allowance for credit losses account.

Our expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers' trade receivables.

Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected is based on an aging of the accounts receivable balances and the financial condition of customers.

Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default.

If we have no previous experience with the customer, we typically obtain reports from various credit organizations to ensure that the customer has a history of paying its creditors.

We may also request financial information, including combined financial statements or other documents, to ensure that the customer has the means of making payment.

We may also request financial information, including combined financial statements or other documents, to ensure

that the customer has the means of making payment.

If these factors do not indicate collection is reasonably assured, we generally would require a prepayment or other arrangement to support revenue recognition and recording of a trade receivable.

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Leasehold improvements are capitalized and amortized over the lesser of the life of the lease or the estimated useful life of the asset.

During the first quarter of 2020, we extended the remaining useful life of certain long-lived accommodations assets in our U.S.

During the fourth quarter of 2019, we extended the remaining useful life of certain long-lived accommodations assets in our Canada segment.

1 unchanged sentence

When the liability is initially recorded, we capitalize the associated asset retirement cost by increasing the carrying amount of the related property, plant and equipment.

Please see Asset Retirement Obligations, below, for further discussion.

See Asset Retirement Obligations, below, for further discussion.

Expenditures for repairs and maintenance are charged to expense when incurred.

1 unchanged sentence

Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the consolidated statements of operations.

Interest Capitalization

Interest costs for the construction of certain long-term assets are capitalized and amortized over the related assets’ estimated useful lives.

For each of the years ended December 31, 2019 , 2018 and 2017 , capitalized interest totaled zero .

Business Combinations

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Impairment of Long-Lived Assets

The recoverability of the carrying values of long-lived assets, including amortizable intangible assets, is assessed whenever, in management’s judgment, events or changes in circumstances indicate that the carrying value of such asset groups may not be recoverable based on estimated future cash flows.

The recoverability of the carrying values of long-lived assets, including amortizable intangible assets, is assessed in step one whenever, in management’s judgment, events or changes in circumstances indicate that the carrying value of such asset groups may not be recoverable based on estimated future cash flows.

If this assessment indicates that the carrying values will not be recoverable, as determined based on undiscounted cash flows over the remaining useful lives, an impairment loss is recognized.

The impairment loss equals the excess of the carrying value over the fair value of the asset group.

In performing this analysis, the first step is to review asset groups at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

In performing this analysis, the second step is to review asset groups at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

For each asset group, we compare its carrying value to estimates of undiscounted future cash flows.

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The estimates are consistent with those used for purposes of our goodwill impairment test, as further discussed in Goodwill and Other Intangible Assets, below.

Based on the assessment, if the carrying values of certain of our asset groups are determined to not be recoverable, we proceed to the second step.

Based on the assessment, if the carrying values of certain of our asset groups are determined to not be recoverable, we proceed to the third step.

In this step, we compare the fair value of the respective asset group to its carrying value.

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Our estimate of the fair value requires us to use significant unobservable inputs, representative of Level 3 fair value measurements, including numerous assumptions with respect to future circumstances, such as industry and/or local market conditions that might directly impact each of the asset groups’ operations in the future.

Please see Note 4 – Impairment Charges for a discussion of impairment charges we recognized in 2019 , 2018 and 2017 related to our long-lived assets.

See Note 4 – Impairment Charges for a discussion of impairment charges we recognized in 2020, 2019 and 2018 related to our long-lived assets.

Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price paid for acquired businesses over the allocated fair value of the related net assets after impairments, if applicable.

We do not amortize goodwill.

All of our goodwill as of December 31, 2020 was included in our Australia reporting unit.

We evaluate goodwill for impairment, at the reporting unit level, annually and when an event occurs or circumstances change to suggest that the carrying amount may not be recoverable.

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Each segment of our business represents a separate reporting unit.

In the fourth quarter of 2019 , we adopted Accounting Standard Update (ASU) 2017-04, "Intangibles-Goodwill and Other (Topic 350)" to simplify the test for goodwill impairment.

Under the revised guidance, an entity recognizes an impairment charge for the amount by which the carrying amount of the reporting unit exceeds its fair value;

however, the loss recognized should not exceed the total amount of goodwill allocated to the reporting unit.

In connection with our 2018 acquisition of Noralta Lodge Ltd.

(Noralta), referred to herein as the Noralta Acquisition, we recognized $123.6 million of goodwill in our Canadian reporting unit.

In connection with our acquisition of 2019 Action Industrial Catering (Action), referred to herein as the Action Acquisition, we recognized $7.9 million of goodwill in our Australian reporting unit.

For further discussion, please see Note 7 - Acquisitions and Note 11 - Goodwill and Other Intangible Assets.

In connection with the preparation of our financial statements for the three months ended March 31, 2020, we performed a quantitative goodwill impairment test as of March 31, 2020, which resulted in a reduction of the value of our goodwill in our Canadian reporting unit to zero .

Please see Note 4 – Impairment Charges for further discussion of goodwill impairments recorded in the years ended December 31, 2020 and 2019.

We conduct our annual impairment test as of November 30 of each year.

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We are given the option to test for impairment of our goodwill by first performing a qualitative assessment to determine whether it is more likely than not (that is, likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill.

If it is determined that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then performing the currently prescribed impairment test is unnecessary.

If it is determined that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then performing the currently prescribed quantitative impairment test is unnecessary.

In developing a qualitative assessment to meet the “more-likely-than-not” threshold, each reporting unit with goodwill is assessed separately and different relevant events and circumstances are evaluated for each unit.

We have the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the goodwill impairment test.

When performing our annual assessment on November 30, 2019, due to a reduction in our share price in the fourth quarter of 2019, we chose to bypass the qualitative assessment and proceed directly to the impairment test for goodwill in our Canadian and Australian reporting units.

In performing the goodwill impairment test, we compare each reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit.

We have the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the quantitative goodwill impairment test.

When performing our annual assessment on November 30, 2020, we performed a qualitative assessment related to goodwill at our Australia reporting unit.

Qualitative factors that we considered as part of our assessment included industry and market conditions, macroeconomic conditions and the financial performance of our Australian business.

We also noted that, based on the interim quantitative testing performed as of March 31, 2020, the estimated fair value of the Australia reporting unit exceeded its carrying value by more than 125 %.

After assessing these events and circumstances, we determined that it was more likely than not that the fair value of the Australia reporting unit was greater than its carrying value.

In performing the quantitative goodwill impairment test, we compare each reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit.

Because none of our reporting units has a publicly quoted market price, we must determine the value that willing buyers and sellers would place on the reporting unit through a routine sale process (a Level 3 fair value measurement).

In our analysis, we target a fair value that represents the value that would be placed on the reporting unit by market participants, and value the reporting unit based on historical and projected results throughout a cycle, not the value of the reporting unit based on trough or peak earnings.

The fair value of the reporting unit is estimated using a combination of (i) an analysis of trading multiples of comparable companies (Market Approach) and (ii) discounted projected cash flows (Income Approach).

The fair value of the reporting unit is estimated using a

combination of (i) an analysis of trading multiples of comparable companies (Market Approach) and (ii) discounted projected cash flows (Income Approach).

The relative weighting of each approach reflects current industry and market conditions.

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In addition, a terminal value is estimated, using a Gordon Growth methodology with a long-term growth rate of 2 %.

our projected cash flows using a long-term weighted average cost of capital based on our estimate of investment returns that would be required by a market participant.

We discount our projected cash flows using a long-term weighted average cost of capital based on our estimate of investment returns that would be required by a market participant.

The fair value of our reporting units is affected by future oil, coal and natural gas prices, anticipated spending by our customers, and the cost of capital.

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The fair value of each reporting unit would change if our assumptions under these valuation approaches, or relative weighting of the valuation approaches, were materially modified.

Please see Note 4 – Impairment Charges for a discussion of impairment charges we recognized in 2019 related to our goodwill.

Other Intangible Assets.

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For intangible assets that we amortize, we review the useful life of the intangible asset and evaluate each reporting period whether events and circumstances warrant a revision to the remaining useful life.

We evaluate the remaining useful life of an intangible asset that is not being amortized each reporting period to determine whether events and circumstances continue to support an indefinite useful life.

We are required to evaluate our indefinite-lived intangible assets for impairment annually and when an event occurs or circumstances change to suggest the carrying amount may not be recoverable.

In performing the impairment test, we compare the fair value of the indefinite-lived intangible asset with its carrying amount.

The measurement of the impairment is calculated based on the excess of the carrying value over its fair value.

See Note 10 – Goodwill and Other Intangible Assets for further information.

Foreign Currency and Other Comprehensive Income

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The tax benefits recognized in the consolidated financial statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

Please see Note 16 – Income Taxes for further information.

See Note 15 – Income Taxes for further information.

Receivables and Concentration of Credit Risk

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We evaluate the credit-worthiness of our significant, new and existing customers’ financial condition and, generally, we do not require collateral from our customers.

For the year ended December 31, 2020, each of Fortescue Metals Group Ltd and Imperial Oil accounted for more than 10 % of our revenues.

For the year ended December 31, 2019, each of Imperial Oil and Fort Hills Energy LP accounted for more than 10 % of our revenues.

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accounted for more than 10 % of our revenues.

For the year ended December 31, 2017 , each of Imperial Oil and Fort Hills Energy LP accounted for more than 10% of our revenues.

Asset Retirement Obligations

We have AROs that we are required to perform under law or contract once an asset is permanently taken out of service.

We record the fair value of the liability, which reflects the estimated present value of the amount of asset removal and site reclamation costs related to the retirement of our assets, for an ARO when it is incurred (typically when the asset is installed).

We initially record the liability at fair value, which reflects the estimated present value of the amount of asset removal and site reclamation costs related to the retirement of our assets, for an ARO when it is incurred (typically when the asset is installed).

When the liability is initially recorded, we capitalize the associated asset retirement cost by increasing the carrying amount of the related property, plant and equipment.

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Most of these obligations are not expected to be paid until many years in the future and will be funded from general company resources at the time of removal.

Please see Note 15 – Asset Retirement Obligations for further discussion.

See Note 14 – Asset Retirement Obligations for further discussion.

Share-Based Compensation

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The resulting cost is recognized over the period during which an employee is required to provide service in exchange for the awards, usually the vesting period.

We also grant phantom shares.

All of the awards vest in equal annual installments and are accounted for as a liability based on the fair value of our share price.

Participants granted units of phantom shares are entitled to a lump sum cash payment equal to the fair market value of a common share on the vesting date.

We also grant performance share awards.

These awards are earned in amounts between 0 % and 200 % of the participant’s target performance share award, based on the payout percentage associated with Civeo’s relative total shareholder return rank among a peer group of other companies.

The fair value is estimated using option-pricing models.

The fair value of the performance share is estimated using option-pricing models at the grant date.

The resulting cost is recognized over the period during which an employee is required to provide service in exchange for the awards, usually the vesting period.

Additionally, we grant phantom shares.

All of the awards vest in equal annual installments and are accounted for as a liability based on the fair value of our share price.

Participants granted units of phantom shares are entitled to a lump sum cash payment equal to the fair market value of a common share on the vesting date.

Substantially all of our Canadian and U.S.

subsidiaries are guarantors under our Credit Agreement.

subsidiaries are guarantors under our Amended Credit Agreement.

See Note 11 – Debt.

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GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Examples of a few such estimates include revenue and income recognized on the cost-based input method, estimates of the amount and timing of costs to be incurred for AROs, any valuation allowance recorded on net deferred tax assets, warranty claims, long-lived asset and goodwill impairments and allowance for doubtful accounts.

Actual results could materially differ from those estimates.

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We have contingent liabilities and future claims for which we have made estimates of the amount of the eventual cost to liquidate these liabilities or claims.

These liabilities and claims sometimes involve threatened or actual litigation where damages have been quantified and we have made an assessment of our exposure and recorded a provision in our accounts to cover an expected loss.

We make an assessment of our exposure and record a provision in our accounts to cover an expected loss when we believe a loss is probable and the amount of the loss can be reasonably estimated.

These liabilities and claims sometimes involve threatened or actual litigation where damages have been quantified.

Other claims or liabilities have been estimated based on their fair value or our experience in these matters and, when appropriate, the advice of outside counsel or other outside experts.

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Unless otherwise discussed, management believes that the impact of recently issued standards or other guidance updates, which are not yet effective, will not have a material impact on our consolidated financial statements upon adoption.

In January 2017, the FASB issued ASU 2017-04, "Intangibles-Goodwill and Other (Topic 350):

Simplifying the Test for Goodwill Impairment." The standard simplifies the accounting for goodwill impairment by requiring a goodwill impairment to be measured using a single step impairment model, whereby the impairment equals the difference between the carrying amount and the fair value of the specified reporting units in their entirety.

This eliminates the second step of the current impairment model that requires companies to first estimate the fair value of all assets in a reporting unit and measure impairments based on those fair values and a residual measurement approach.

It also specifies that any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

ASU 2017-04 is effective prospectively for public business entities for annual reporting periods beginning after December 15, 2019, and early adoption is permitted.

We adopted ASU 2017-04 in the fourth quarter of 2019.

Based on the results of the impairment test, we recognized an impairment expense of $19.9 million related to our Canadian reporting unit.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” (ASU 2016-13).

This new standard changes how companies will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income.

This new standard changes how companies measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income.

ASU 2016-13 is effective for financial statements issued for reporting periods beginning after December 15, 2019 and interim periods within the reporting periods.

We will adopt ASU 2016-13 as of January 1, 2020.

The adoption of this new standard will not have a material impact on our consolidated financial statements.

We adopted ASU 2016-02, “Leases” (Topic 842) effective January 1, 2019 using the optional transition method, which allowed us upon adoption to recognize a cumulative-effect adjustment to the opening balance of accumulated deficit for the application of the standard to our existing leases.

We recognized a cumulative effect adjustment of $0.7 million (net of $0.2 million of taxes) to increase accumulated deficit in the consolidated balance sheet as of December 31, 2019 .

ASU 2016-02 requires lessees to recognize a lease liability and a right-of-use asset for certain leases.

We elected the package of practical expedients, which among other things, allowed us to carry forward the historical lease identification and classification.

In addition, we elected the short-term lease recognition exemption for all leases that qualify.

Accordingly, we did not recognize right-of-use assets or lease liabilities for leases with terms shorter than 12 months.

Our evaluation process included reviewing all forms of leases, performing a completeness assessment over the lease population and analyzing the available practical expedients in order to determine the best implementation strategy.

We determined that certain of our accommodation contracts with customers contain both a lease and non-lease or service component and in those instances concluded the service component was the predominant component.

As a result, we elected the practical expedient under ASU 2018-11, which allows us to combine the lease and non-lease components of revenues as Service and other revenues for presentation purposes in accordance with Accounting Standards Codification (ASC) Topic 606, “Revenue from Contracts with Customers” (ASC 606).

We also identified certain arrangements with customers whereby we are a lessor for the rental of mobile camp assets primarily in our U.S.

For arrangements where we are the lessor, the adoption of the new lease standard did not have a material impact on our financial statements as all of our leases are operating leases, which will result in straight-line recognition of rental revenue.

Adoption of the new standard resulted in $21.3 million of operating lease right-of-use assets and $22.4 million of operating lease liabilities as of January 1, 2019.

Please see Note 13 – Leases for further information.

The following table disaggregates our revenue by our three reporting segments:

We adopted ASU 2016-13 as of January 1, 2020.

The adoption of this new standard did not have a material impact on our consolidated financial statements.

The following table disaggregates our revenue by our three reportable segments:

Canada, Australia and the U.S., and major categories for the years ended December 31, 2020, 2019 and 2018 (in thousands):

2020 2019 2018

Accommodation revenues $ 202,534 $ 281,577 $ 266,899

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Total Australia revenues 234,542 156,093 119,238

United States

Accommodation revenues $ 2,451 $ 12,462 $ 18,288

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Food service and other services revenues 50 145 170

Total United States revenues

revenues 25,538 45,811 51,442

Total revenues $ 529,729 $ 527,555 $ 466,692

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The term between invoicing and when our performance obligations are satisfied is not significant.

Payment terms are generally within 30 days.

Payment terms are generally within 30 days and do not extend beyond 60 days.

We do not have significant financing components or significant payment terms.

As of December 31, 2019 , for contracts that are greater than one year, the table below discloses the estimated revenues related to performance obligations that are unsatisfied (or partially unsatisfied) and when we expect to recognize the revenue (in thousands):

As of December 31, 2020, for contracts that are greater than one year, the table below discloses the estimated revenues related to performance obligations that are unsatisfied (or partially unsatisfied) and when we expect to recognize the revenue.

The table only includes revenue expected to be recognized from contracts where the quantity of service is certain (in thousands):

For the years ending December 31,

2021 2022 2023 Thereafter Total

Revenue expected to be recognized as of December 31, 2020 $ 102,297 $ 68,705 $ 10,523 $ — $ 181,525

We applied the practical expedient and do not disclose consideration for remaining performance obligations with an original expected duration of one year or less.

In addition, we do not estimate revenues expected to be recognized related to unsatisfied performance obligations for contracts without minimum room commitments.

The table above represents only a portion of our expected future consolidated revenues and it is not necessarily indicative of the expected trend in total revenues.

IMPAIRMENT CHARGES

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The following summarizes pre-tax impairment charges recorded during 2020, which are included in Impairment expense in our consolidated statements of operations (in thousands):

Canada Australia U.S.

Quarter ended March 31, 2020

Goodwill $ 93,606 $ — $ — $ 93,606

Long-lived assets 38,075 — 12,439 50,514

Total $ 131,681 $ — $ 12,439 $ 144,120

Quarter ended March 31, 2020 .

During the first quarter of 2020, we recorded impairment expense related to goodwill and long-lived assets.

The spread of the COVID-19 coronavirus (COVID-19) and the response thereto during the first quarter of 2020 negatively impacted the global economy.

The resulting unprecedented decline in oil demand, coupled with disagreements between Saudi Arabia and Russia about production limits, resulted in a collapse of global oil prices in March 2020, thereby creating unprecedented downward pressure on stock prices in the energy industry, particularly small-cap companies with operations in the U.S.

and Canada, such as Civeo.

As a result, we experienced a sustained reduction of our share price during the first quarter of 2020.

Our market capitalization implied an enterprise value which was significantly less than the sum of the estimated fair values of our reporting units, and we determined that an indicator of a goodwill impairment was present as of March 31, 2020.

Accordingly, we performed an interim goodwill impairment test as of March 31, 2020, and the carrying amount of our Canadian reporting unit exceeded the reporting unit's fair value.

Based on the results of the impairment test, we reduced the value of our goodwill in our Canadian reporting unit to zero and recognized impairment expense in the first quarter of 2020 of $ 93.6 million.

Furthermore, as a result of the decline in global oil prices and forecasts for a potentially protracted period of lower prices, as well as the goodwill impairment in our Canadian segment, we determined all asset groups within this segment had experienced a trigger that indicated that the carrying values might not be recoverable.

Accordingly, we assessed the carrying value of each asset group to determine if it continued to be recoverable based on estimated future cash flows.

Based on the assessment, the carrying values of certain asset groups were determined to not be fully recoverable, and we proceeded to compare the estimated fair value of these asset groups to their respective carrying values.

As a result, certain asset groups were written down to their estimated fair values of $ 43.5 million and we recorded impairment expense of $ 38.1 million related to these long-lived assets.

Also, as a result of the decline in global oil prices and forecasts for a potentially protracted period of lower prices, we reviewed all asset groups in our U.S.

segment to determine if an indicator of impairment had occurred that would indicate that the carrying values of the asset groups in the segment might not be recoverable.

We determined that certain asset groups within the segment had experienced an indicator of impairment, and thus we assessed the carrying values of our long-lived assets in the U.S.

to determine if they continued to be recoverable based on estimated future cash flows.

Based on the assessment, the carrying values of certain of our U.S.

asset groups were determined to not be recoverable, and we proceeded to compare the estimated fair values of the asset groups to their respective carrying values.

Accordingly, these assets were written down to their estimated fair values of $ 12.5 million and we recorded impairment expense of $ 12.4 million during the first quarter of 2020 related to these long-lived assets.

2019 Impairment Charges

The following summarizes pre-tax impairment charges recorded during 2019, which are included in Impairment expense in our consolidated statements of operations (in thousands):

Canada Australia U.S.

Quarter ended June 30, 2019

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Long-lived assets 702 — — 702

Goodwill 19,900 — — 19,900

Total $ 20,602 $ 5,546 $ — $ 26,148

Quarter ended December 31, 2019 .

In performing our annual goodwill impairment test as of November 30, 2019, we compared the fair value of our reporting units to their respective carrying values.

The carrying amount of our Canada reporting unit exceeded the reporting unit's fair value.

The carrying amount of our Canadian reporting unit exceeded the reporting unit's fair value.

Based on the results of the impairment test, we recognized an impairment expense of $ 19.9 million related to our Canadian reporting unit.

During the fourth quarter of 2019, we recorded an impairment expense of $ 0.7 million related to corporate office space in Canada.

The facility is held for sale and recorded at the estimated fair value (less costs to sell) and was reduced due to a recent appraisal report.

The facility is closed and recorded at the estimated fair value (less costs to sell) and was reduced due to a recent appraisal report.

Quarter ended June 30, 2019 .

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We determined that the error was not material to our previously issued financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018, and therefore, corrected the error in the second quarter of 2019.

Specifically, we recorded the following amounts in our second quarter 2019 unaudited consolidated statement of operations related to prior periods:

Specifically, we recorded the following amounts in the second quarter 2019 unaudited consolidated statement of operations related to prior periods:

(1) additional accretion expense related to the ARO of $ 0.9 million, (2) additional depreciation and amortization expense of $ 0.5 million related to amortization of the related asset retirement cost and (3) additional impairment expense related to the impairment of the asset retirement cost of $ 1.0 million offset by recognition of an ARO liability totaling $ 2.3 million as of June 30, 2019.

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The following summarizes pre-tax impairment charges recorded during 2019, which are included in Impairment expense in our consolidated statements of operations (in thousands):

Canada Australia U.S.

Quarter ended March 31, 2018

Long-lived assets $ 28,661 $ — $ — $ 28,661

Total $ 28,661 $ — $ — $ 28,661

Quarter ended March 31, 2018 .

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We assessed the carrying value of the asset group to determine if it continued to be recoverable based on estimated future cash flows.

Based on the assessment, the carrying value was determined to not be fully recoverable, and we proceeded to compare

the estimated fair value of the asset group to its respective carrying value.

Based on the assessment, the carrying value was determined to not be fully recoverable, and we proceeded to compare the estimated fair value of the asset group to its respective carrying value.

Accordingly, the value of one of the lodges was written down to its estimated fair value of zero .

As a result of the analysis described above, we recorded an impairment expense of $ 28.7 million.

2017 Impairment Charges

The following summarizes pre-tax impairment charges recorded during 2017 , which are included in Impairment expense in our consolidated statements of operations (in thousands):

Quarter ended September 30, 2017

Long-lived assets

Quarter ended December 31, 2017

Long-lived assets

Quarter ended December 31, 2017 .

During the fourth quarter of 2017 , we identified an indicator that certain asset groups used in the southern Canadian oil sands may be impaired due to market developments, including project delays, occurring in the fourth quarter of 2017 .

We assessed the carrying value of each of the asset groups in the southern portion of the region to determine if they continued to be recoverable based on their estimated future cash flows.

Based on the assessment, the carrying values of two of our lodges were determined to not be fully recoverable, and we proceeded to compare the estimated fair value of those assets groups to their respective carrying values.

Accordingly, the value of the two lodges was written down to their estimated fair values of zero .

As a result of the analysis described above, we recorded an impairment expense of $27.2 million .

Quarter ended September 30, 2017 .

During the third quarter of 2017 , we made the decision to vacate a mobile camp facility in Canada and relocated the assets to a newly awarded contract for a Canadian mobile camp.

We assessed the carrying value of the remaining assets to determine if they continued to be recoverable based on their estimated future cash flows.

Based on the assessment, the carrying values of certain leasehold improvements were determined to not be fully recoverable, and we proceeded to compare the estimated fair value of those assets to their respective carrying values.

Accordingly, the value of the remaining leasehold improvements were written down to their estimated fair value of zero .

As a result of the analysis described above, we recorded an impairment expense of $3.2 million associated with our leased properties in Canada.

We also recorded an impairment expense of $1.2 million related to undeveloped land positions in Canada, the fair market value of which was negatively impacted by the cancellation during 2017 of an LNG project in British Columbia.

FAIR VALUE MEASUREMENTS

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We estimated the fair value of our floating-rate term loan and revolving credit facilities using significant other observable inputs, representative of a Level 2 fair value measurement, including terms and credit spreads for these loans.

During 2019 , 2018 and 2017 , we wrote down certain long-lived assets to fair value.

During the fourth quarter of 2019 , we also recorded a goodwill impairment charge related to one of our reporting units.

During the first quarter of 2020 and the fourth quarter of 2019, we recorded goodwill impairment charges related to one of our reporting units.

Our estimates of fair value required us to use significant unobservable inputs, representative of Level 3 fair value measurements, including numerous assumptions with respect to future circumstances that might directly impact each of the relevant asset groups’ operations in the future and are therefore uncertain.

These assumptions with respect to future circumstances included future oil, met coal and natural gas prices, anticipated spending by our customers, the cost of capital, and industry and/or local market conditions.

During the fourth quarter of 2019 and the third quarter of 2017, our estimates of fair value of corporate office space in Canada and certain undeveloped land positions in British Columbia were based on appraisals from third parties.

Please see Note 2 – Summary of Significant Accounting Policies – Impairment of Long-Lived Assets and Note 2 – Summary of Significant Accounting Policies – Goodwill and Other Intangible Assets for further discussion of the significant judgments and assumptions used in calculating their fair value.

These assumptions with respect to future circumstances included future cash flows, oil, met coal and natural gas prices, anticipated spending by our customers, the cost of capital, and industry and/or local market conditions.

We estimated the fair value when conducting the first quarter of 2020 goodwill impairment test primarily using an income approach and we used a combination of income and market approaches when conducting the fourth quarter of 2019 goodwill impairment test.

The discount rates used to value our reporting units for the first quarter of 2020 and the fourth quarter of 2019 for the goodwill impairment test ranged between 10.5 % and 14.0 %.

During the first quarter of 2020, the fourth and second quarters of 2019 and the first quarter of 2018, we wrote down certain long-lived assets to fair value.

During the first quarter of 2020 and 2018, we estimated the fair value when conducting the long-lived asset impairment tests primarily using an income approach.

We used a variety of unobservable inputs and underlying assumptions consistent with those discussed above for purposes of our goodwill impairment test.

The discount rates used to value our Canadian and U.S.

segments long-lived asset impairment analysis ranged between 11.0 % and 14.0 %.

During the fourth quarter of 2019, our estimate of fair value of corporate office space in Canada and during the second quarter of 2019, our estimate of fair value of land in Australia, were based on appraisals from third parties.

See Note 2 – Summary of Significant Accounting Policies – Impairment of Long-Lived Assets and Note 2 – Summary of Significant Accounting Policies – Goodwill and Other Intangible Assets for further discussion of the significant judgments and assumptions used in calculating their fair value.

During 2019 and 2018, we acquired certain assets and businesses and recorded them at fair value.

Determining the fair value of assets acquired and liabilities assumed requires the exercise of significant judgment, including the amount and timing of expected future cash flows, long-term growth rates and discount rates.

Determining the fair value of assets acquired and liabilities assumed required the exercise of significant judgment, including the amount and timing of expected future cash flows, long-term growth rates and discount rates.

The cash flows employed in the valuation are based on our best estimates of future sales, earnings and cash flows after considering factors such as general market conditions, expected future customer orders, contracts with suppliers, labor costs, changes in working capital, long-term business plans and recent operating performance.

Please see Note 7 – Acquisitions for further information.

See Note 7 – Acquisitions for further information.

DETAILS OF SELECTED BALANCE SHEET ACCOUNTS

Additional information regarding selected balance sheet accounts at December 31, 2020 and 2019 is presented below (in thousands):

December 31, 2019

December 31, 2018

December 31, 2020 December 31, 2019

Accounts receivable, net:

Trade $ 66,071 $ 76,370

Unbilled revenue 22,565 23,041

Total accounts receivable

Allowance for doubtful accounts

90,057 99,746

Allowance for credit losses ( 275 ) ( 253 )

Total accounts receivable, net

December 31, 2019

December 31, 2018

$ 89,782 $ 99,493

(1) As of December 31, 2020, Other accounts receivable includes a $ 1.1 million receivable related to the Canada Emergency Wage Subsidy (CEWS), a subsidy implemented by the Canadian government in response to the COVID-19 pandemic.

Income related to the CEWS for the year ended December 31, 2020 was $ 13.0 million and is included in Other income on the accompanying consolidated statement of operations.

December 31, 2020 December 31, 2019

Finished goods and purchased products $ 5,047 $ 3,982

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Total inventories

During the fourth quarter of 2017 , we recorded a $0.5 million write-down of inventory at our modular construction and manufacturing plant in Canada, which is included in Service and other costs in our accompanying consolidated statements of operations.

December 31, 2019

December 31, 2018

$ 6,181 $ 5,877

(in years) December 31, 2020 December 31, 2019

Property, plant and equipment, net:

Land $ 47,751 $ 43,147

Accommodations assets 3 - 15

1,737,620 1,696,425

Buildings and leasehold improvements 7 - 20

28,831 26,108

Machinery and equipment 4 - 15

12,784 12,060

Office furniture and equipment 3 - 7

61,850 58,005

Vehicles 3 - 5

15,363 14,604

Construction in progress 5,523 4,286

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Total property, plant and equipment, net $ 486,930 $ 590,309

December 31, 2019

December 31, 2018

As of December 31, 2020, assets held for sale includes $ 3.9 million related to our modular construction and manufacturing plant near Edmonton, Alberta, Canada.

December 31, 2020 December 31, 2019

Accrued liabilities:

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Accrued taxes, other than income taxes 3,099 3,152

Other 1,775 1,434

Total accrued liabilities

On July 1, 2019, we acquired Action Industrial Catering (Action), a provider of catering and managed services to the mining industry in Western Australia.

$ 27,349 $ 21,755

As previously disclosed in Note 1 - Description of Business and Basis of Presentation, a 1-for-12 reverse share split became effective on November 19, 2020 for all authorized, issued and outstanding shares of Civeo common shares.

Accordingly, all share amounts have been adjusted to reflect this reverse stock split for all prior periods presented.

On July 1, 2019, we acquired Action, a provider of integrated services to the mining industry in Western Australia.

We funded the purchase price of $ 16.9 million in cash through a combination of cash on hand and borrowings under our revolving credit facility.

The acquisition expands our business into the growing integrated services opportunities in the Western Australian mining market.

Action's operations are reported as part of our Australia reporting business segment beginning on July 1, 2019, the date of acquisition.

This acquisition is accounted for in accordance with the acquisition method of accounting for business combinations, which requires us to record the assets acquired and the liabilities assumed at their fair values at July 1, 2019.

Our estimates of the fair value for such assets and liabilities require significant assumptions and judgment.

This acquisition was accounted for in accordance with the acquisition method of accounting for business combinations, which required us to record the assets acquired and the liabilities assumed at their fair values at July 1, 2019.

Our estimates of the fair value for such assets and liabilities required significant assumptions and judgment.

Based on the final purchase price allocation, intangible assets acquired totaled $ 8.4 million and consisted primarily of customer contracts and a trade name.

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We funded the cash consideration with cash on hand and borrowings under our revolving credit facility.

During the second quarter of 2020, $ 5.0 million in cash was released to us from escrow to cover certain agreed upon indemnification claims.

As a result of this settlement, we recorded $ 4.7 million in Other income on the accompanying consolidated statement of operations for the year ended December 31, 2020.

During the first quarter of 2019, $ 2.1 million in cash was released to us from escrow to cover certain agreed upon indemnification claims.

During the fourth quarter of 2018, $10.4 million in cash, 2.2 million common shares and 637 Preferred Shares were released to us, and $1.2 million in cash, 0.2 million common shares and 55 Preferred Shares were released to the sellers, from escrow to cover purchase price adjustments related to employee compensation cost increases.

During the fourth quarter of 2018, $ 10.4 million in cash, 0.2 million common shares and 637 Preferred Shares were released to us, and $ 1.2 million in cash, 15 thousand common shares and 55 Preferred Shares were released to the sellers, from escrow to cover purchase price adjustments related to employee compensation cost increases.

During the third quarter of 2018, $ 3.6 million in cash was released to us from escrow to cover purchase price adjustments related to a working capital shortfall at closing.

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(1) Net of $ 3.6 million in cash released to us to cover purchase price adjustments related to a working capital shortfall at closing.

Purchase Price Allocation.

The application of purchase accounting under ASC 805 requires that the total purchase price be allocated to the fair value of assets acquired and liabilities assumed based on their fair values at April 2, 2018, with amounts exceeding the fair values being recorded as goodwill.

The allocation process requires an analysis of acquired fixed assets, contracts, and contingencies to identify and record the fair value of all assets acquired and liabilities assumed.

Our allocation of the purchase price, which we finalized in the first quarter of 2019, to specific assets and liabilities is based, in part, upon outside appraisals using customary valuation procedures and techniques.

The following table summarizes the fair values of the assets acquired and liabilities assumed at April 2, 2018 (in thousands):

Cash and cash equivalents

Accounts receivable (1)

Other current assets

Property, plant and equipment

Intangible assets

Total assets acquired

Accounts payable and accrued liabilities

Income taxes payable

Other current liabilities

Deferred income taxes

Other noncurrent liabilities

Total liabilities assumed

Net assets acquired

The aggregate fair value of the acquired accounts receivable approximated the aggregate gross contractual amount.

Goodwill has been recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired.

The goodwill is primarily attributable to synergies expected to arise from the Noralta Acquisition.

The goodwill is not expected to be deductible for tax purposes.

The fair value of the assets acquired and liabilities assumed were determined using income, market and cost valuation methodologies.

The fair value measurements were estimated using significant inputs that are not observable in the market and thus represent a Level 3 measurement.

Fair values of property, plant and equipment, excluding land, were determined using the cost approach.

The cost approach estimates value by determining the current cost of replacing an asset with another of equivalent economic utility.

The cost to replace a given asset reflects the estimated reproduction or replacement cost for the asset, less an allowance for loss in value due to depreciation.

Fair values of land were determined using the market approach.

The market approach is a valuation technique that uses prices and other relevant information generated by market transactions involving identical or comparable assets.

The income approach was used to value the intangible assets, consisting primarily of customer contracts, trade name and favorable/unfavorable lease contracts.

The income approach indicates value for an asset or liability based on present value of cash flows projected to be generated over the

remaining economic life of the asset or liability being measured.

Projected cash flows are discounted at a required market rate of return that reflects the relative risk of achieving the cash flows and the time value of money.

The purchase price allocation to the identifiable intangible assets and liabilities is as follows (in thousands):

Fair Value at

April 2, 2018

Amortizable Intangible Assets

Favorable lease contract

Total amortizable intangible assets

Amortizable Intangible Liabilities

Unfavorable lease contracts

Total amortizable intangible liabilities

Net intangible assets

The contracts acquired consist of accommodations contracts with two major investment grade oil sands producers which are subject to amortization over an estimated useful life of 20 years at the time of acquisition.

The trade name was assigned to Noralta’s name recognition with an estimated useful life of 9 months at the time of acquisition.

The favorable/unfavorable intangible contracts are related to leases that will be amortized over the remaining lease terms, which range from 3.8 years to 9.3 years at the time of acquisition.

The unfavorable contracts are included in Other noncurrent liabilities in the accompanying consolidated balance sheet.

Supplemental Pro Forma Financial Information (Unaudited).

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The unaudited pro forma results do not purport to be indicative of the results of operations had the transaction occurred on the date indicated or of future results for the combined entities (in thousands, except per share data):

Years Ended December 31, (Unaudited)

Year Ended December 31, (Unaudited)

Revenues $ 501,275

Net loss attributable to Civeo Corporation common shareholders ( 129,900 )

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During the year ended December 31, 2018, we recognized $ 9.1 million of costs in connection with the Noralta Acquisition that are included in Service and other costs ($ 1.0 million), Selling, general and administrative expenses ($ 7.2 million) and Other income ($ 0.9 million).

During the year ended December 31, 2017 , we recognized $2.3 million of costs in connection with the Noralta Acquisition that are included in Selling, general and administrative expenses.

Acadian Acres

On February 28, 2018, we acquired the assets of Lakeland, L.L.C.

(Lakeland), located near Lake Charles, Louisiana, for total consideration of $28.0 million , composed of $23.5 million in cash and $4.5 million of our common shares.

The asset purchase agreement also includes potential future earn-out payments through December 2020 of up to 1.2 million Civeo common shares, based upon satisfaction of certain future revenue targets.

The acquisition included a 400 room lodge, 40 acres of land and related assets.

We funded the cash consideration with cash on hand.

Lakeland’s operations are reported as Acadian Acres in our U.S.

reporting business segment.

Intangible assets acquired in the Acadian Acres acquisition totaled $8.2 million and consisted of a customer contract.

The customer contract intangible is being amortized over the remaining contract term, which was 16 months at the time of acquisition.

This acquisition was accounted for as an asset acquisition based on the principles described in ASC 805, which provides a screen to determine when a set of transferred assets is not a business.

The screen requires that when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similarly identifiable assets, the set of transferred assets is not a business.

Accordingly, we allocated the excess consideration over the fair value of the assets acquired to the acquired assets, pro rata, on the basis of relative fair values to increase the related assets acquired.

EARNINGS PER SHARE

Accordingly, all share and per share amounts have been adjusted to reflect this reverse stock split for all prior periods presented.

We calculate basic and diluted earnings per share by applying the two-class method because we have participating securities in the form of Preferred Shares.

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The calculation of earnings per share attributable to Civeo common shareholders is presented below for the periods indicated (in thousands, except per share amounts):

2020 2019 2018

Net loss attributable to Civeo common shareholders $ ( 136,137 ) $ ( 60,340 ) $ ( 131,832 )

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Basic net loss per share attributable to Civeo Corporation common shareholders (1)

$ ( 9.64 ) $ ( 4.33 ) $ ( 10.06 )

Diluted net loss per share attributable to Civeo Corporation common shareholders (1)

$ ( 9.64 ) $ ( 4.33 ) $ ( 10.06 )

(1) Computations may reflect rounding adjustments.

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For the years ended December 31, 2020, 2019 and 2018, we excluded from the computation of diluted loss per share 0.4 million, 0.5 million and 0.8 million share-based awards, respectively, since the effect would have been anti-dilutive.

Additionally, for the years ended December 31, 2019 and 2018 , we excluded from the

calculation the impact of converting the Preferred Shares into 28.4 million and 29.8 million common shares, respectively, since the effect would have been anti-dilutive.

ASSETS HELD FOR SALE

During the fourth quarter of 2017, we made the decision to dispose of our modular construction and manufacturing plant near Edmonton, Alberta, Canada due to changing geographic and market needs.

Accordingly, the facility met the criteria of held for sale.

Its estimated fair value (less the cost to sell) of $4.8 million exceeded its carrying value.

Additionally, we have discontinued depreciation of the facility.

The facility is part of our Canada segment.

Certain undeveloped land positions in the British Columbia LNG market in our Canada segment previously met the criteria of held for sale.

During the first quarter of 2019, we received $4.0 million in proceeds from the sale of four different land positions.

The remaining assets are recorded at the estimated fair value (less costs to sell) of approximately $1.7 million .

In addition, as a result of the Noralta Acquisition, Noralta’s corporate offices located on two adjacent property titles in Nisku, Alberta, Canada were closed.

During the fourth quarter of 2018, we sold one property.

The remaining property is recorded at the estimated fair value (less costs to sell) of approximately $1.1 million .

The following table summarizes the carrying amount as of December 31, 2019 and 2018 of the assets classified as held for sale (in thousands):

December 31, 2019

December 31, 2018

Assets held for sale:

Property, plant and equipment, net

Total assets held for sale

Additionally, for the years ended December 31, 2020, 2019 and 2018, we excluded from the calculation the impact of converting the Preferred Shares into 2.4 million, 2.4 million and 2.5 million common shares, respectively, since the effect would have been anti-dilutive.

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid during the years ended December 31, 2020, 2019 and 2018 for interest and income taxes was as follows (in thousands):

2020 2019 2018

Interest (net of amounts capitalized) $ 12,597 $ 23,882 $ 23,098

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Changes in the carrying amount of goodwill from December 31, 2018 to December 31, 2020 are as follows (in thousands):

Balance as of December 31, 2017

Noralta Acquisition (1)

Foreign currency translation

Balance as of December 31, 2018

Canada Australia U.S.

Goodwill as of December 31, 2018 $ 114,207 $ — $ — $ 114,207

Action acquisition (1)

Measurement period adjustments for Noralta Acquisition (2)

— 7,923 — 7,923

Measurement period adjustments for prior year acquisition (2)

2,676 — — 2,676

Foreign currency translation 5,255 12 — 5,267

Goodwill impairment (3)

Balance as of December 31, 2019

Please see Note 7 – Acquisitions for further information.

( 19,900 ) — — ( 19,900 )

Goodwill, net of $ 19.9 million accumulated impairment loss as of December 31, 2019

$ 102,238 $ 7,935 $ — $ 110,173

Foreign currency translation ( 8,632 ) 794 — ( 7,838 )

Goodwill impairment (3)

( 93,606 ) — — ( 93,606 )

Goodwill, net of $ 113.5 million accumulated impairment loss as of December 31, 2020

$ — $ 8,729 $ — $ 8,729

(1) See Note 7 – Acquisitions for further information.

(2) The measurement period adjustment related to the Noralta Acquisition was a result of the first quarter 2019 finalization of our purchase price allocation and valuation related to intangible assets acquired.

Please see Note 4 – Impairment Charges for further information.

(3) See Note 4 – Impairment Charges for further information.

The following table presents the total amount of other intangible assets and the related accumulated amortization for major intangible asset classes as of December 31, 2020 and 2019 (in thousands):

December 31, December 31,

Amount Accumulated

Amortization Gross

Amount Accumulated

Amortizable Intangible Assets

Customer relationships $ 44,817 $ ( 44,521 ) $ 41,693 $ ( 38,104 )

Trade name 3,678 ( 3,678 ) 3,450 ( 1,529 )

Contracts / agreements 161,289 ( 61,867 ) 155,063 ( 48,765 )

Favorable lease contract

Total amortizable intangible assets $ 209,784 $ ( 110,066 ) $ 200,206 $ ( 88,398 )

Indefinite-Lived Intangible Assets Not Subject to Amortization

Licenses 31 — 29 —

Total indefinite-lived intangible assets 31 — 29 —

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As of December 31, 2020, the estimated remaining amortization of our amortizable intangible assets was as follows (in thousands):

Thereafter 69,675

Total $ 99,718

As of December 31, 2020 and 2019, long-term debt consisted of the following (in thousands):

December 31, 2019

December 31, 2018

Canadian term loan, which matures on November 30, 2021 (except for non-extending lenders - see below);

3.125% of aggregate principal repayable per quarter;

December 31, 2020 December 31, 2019

Canadian term loan, which matures on May 30, 2023;

3.125 % of principal amounts set forth in September 3, 2020 amendment repayable per quarter;

weighted average interest rate of 4.0 % for the twelve-month period ended December 31, 2020

revolving credit facility, which matures on November 30, 2021 (except for non-extending lenders - see below), weighted average interest rate of 7.6% for the twelve-month period ended December 31, 2019

Canadian revolving credit facility, which matures on November 30, 2021 (except for non-extending lenders - see below), weighted average interest rate of 6.7% for the twelve-month period ended December 31, 2019

Australian revolving credit facility, which matures on November 30, 2021 (except for non-extending lenders - see below), weighted average interest rate of 5.3% for the twelve-month period ended December 31, 2019

187,530 224,963

revolving credit facility, which matures on May 30, 2023;

weighted average interest rate of 5.6 % for the twelve-month period ended December 31, 2020

Canadian revolving credit facility, which matures on May 30, 2023;

weighted average interest rate of 4.2 % for the twelve-month period ended December 31, 2020

45,789 134,117

Australian revolving credit facility, which matures on May 30, 2023;

weighted average interest rate of 3.6 % for the twelve-month period ended December 31, 2020

251,086 359,080

Unamortized debt issuance costs 2,501 2,208

Total debt 248,585 356,872

Current portion of long-term debt, including unamortized debt issuance costs, net 34,585 35,080

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Credit Agreement

As of December 31, 2018 , our credit agreement, as then amended, provided for:

(i) a $239.5 million revolving credit facility scheduled to mature on November 30, 2020, allocated as follows:

As of December 31, 2019, our Credit Agreement provided for:

(i) a $ 263.5 million revolving credit facility scheduled to mature on November 30, 2021 for certain lenders, allocated as follows:

(A) a $ 20.0 million senior secured revolving credit facility in favor of certain of our U.S.

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and (C) a $ 60.0 million senior secured revolving credit facility in favor of one of our Australian subsidiaries, as borrower;

and (ii) a $285.4 million term loan facility scheduled to mature on November 30, 2020 in favor of Civeo.

On September 30, 2019, we amended our credit agreement (as so amended, from time to time, the Credit Agreement), which, among other things:

increased the aggregate revolving loan commitments by $24.0 million under the Credit Agreement, to a maximum principal amount of $183.5 million under the Canadian revolving credit facility until November 30, 2020, which will be reduced thereafter to reflect the termination of the commitments of the non-extending lenders described below;

extended the maturity date of the commitments and loans of certain lenders to November 30, 2021.

Two lenders did not extend the maturity date of their commitments and loans.

At the date of the amendment, one non-extending lender has outstanding Canadian term loans of $6.9 million , a Canadian revolving commitment of $15.7 million and an Australian revolving commitment of $10.4 million that matures on November 30, 2020.

The other non-extending lender has a U.S.

revolving commitment of $7.4 million and a Canadian revolving commitment of $22.5 million that matures on November 30, 2020;

adjusted the maximum leverage ratio financial covenant as follows:

If a qualified offering of indebtedness with gross proceeds in excess of $150.0 million has been consummated, a maximum leverage ratio of 4.00 to 1.00 and, if such qualified offering has not been consummated, a maximum leverage ratio not to exceed the ratios set forth in the following table:

Maximum Leverage Ratio

December 31, 2019

March 31, 2020, June 30, 2020 & September 30, 2020

December 31, 2020 & thereafter

As of December 31, 2019, one non-extending lender had outstanding Canadian term loans of $6.8 million and an outstanding Canadian revolver loan of $11.5 million that matures on November 30, 2020.

The other non-extending lender had an outstanding Canadian revolver loan of $16.4 million that matures on November 30, 2020.

Maturities in 2020 are not classified as current as of December 31, 2019, since we are able and have the intent to extend the stated maturities by borrowing amounts equal to the 2020 maturities under the revolving credit facility, with a maturity date after one year.

dollar amounts outstanding under the facilities provided by the Credit Agreement bear interest at a variable rate equal to LIBOR plus a margin of 2.25% to 4.00% , or a base rate plus 1.25% to 3.00% , in each case based on a ratio of our total debt to consolidated EBITDA (as defined in the Credit Agreement).

Canadian dollar amounts outstanding bear interest at a variable rate equal to a B/A Discount Rate based on the Canadian Dollar Offered Rate plus a margin of 2.25% to 4.00% , or a Canadian Prime rate plus a margin of 1.25% to 3.00% , in each case based on a ratio of our total debt to consolidated EBITDA.

Australian dollar amounts outstanding under the Credit Agreement bear interest at a variable rate equal to the Bank Bill Swap Bid Rate plus a margin of 2.25% to 4.00% , based on a ratio of our total debt to consolidated EBITDA.

The future transitions from LIBOR and CDOR as interest rate benchmarks is addressed in the Credit Agreement and at such time the transition from LIBOR or CDOR takes place, we will endeavor with the administrative agent to establish an alternate rate of interest to LIBOR or CDOR that gives due consideration to (1) the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time for the replacement of LIBOR and (2) any evolving or then existing convention for similar Canadian Dollar denominated syndicated credit facilities for the replacement of CDOR.

The Credit Agreement contains customary affirmative and negative covenants that, among other things, limit or restrict:

and (ii) a $ 285.4 million term loan facility scheduled to mature on November 30, 2021 for certain lenders in favor of Civeo.

In September 2020, we entered into an amendment to our Credit Agreement, which reduced total lender commitments by $ 96.2 million.

Amended Credit Agreement

As of December 31, 2020, our Credit Agreement (as so amended, the Amended Credit Agreement), provided for:

(i) a $ 167.3 million revolving credit facility scheduled to mature on May 30, 2023, allocated as follows:

(A) a $ 10.0 million senior secured revolving credit facility in favor of certain of our U.S.

subsidiaries, as borrowers;

(B) a $ 122.3 million senior secured revolving credit facility in favor of Civeo and certain of our Canadian subsidiaries, as borrowers;

and (C) a $ 35.0 million senior secured revolving credit facility in favor of one of our Australian subsidiaries, as borrower;

and (ii) a $ 194.8 million term loan facility scheduled to mature on May 30, 2023 for certain lenders in favor of Civeo.

dollar amounts outstanding under the facilities provided by the Amended Credit Agreement bear interest at a variable rate equal to the London Inter-Bank Offered Rate (LIBOR) plus a margin of 3.50 % to 4.50 %, or a base rate plus 2.50 % to 3.50 %, in each case based on a ratio of our total debt to Consolidated EBITDA (as defined in the Amended Credit Agreement).

Canadian dollar amounts outstanding bear interest at a variable rate equal to a B/A Discount Rate (as defined in the Amended Credit Agreement) based on the Canadian Dollar Offered Rate (CDOR) plus a margin of 3.50 % to 4.50 %, or a Canadian Prime rate plus a margin of 2.50 % to 3.50 %, in each case based on a ratio of our total debt to consolidated EBITDA.

Australian dollar amounts outstanding under the Amended Credit Agreement bear interest at a variable rate equal to the Bank Bill Swap Bid Rate plus a margin of 3.50 % to 4.50 %, based on a ratio of our total debt to consolidated EBITDA.

The future transitions from LIBOR and CDOR as interest rate benchmarks is addressed in the Amended Credit Agreement and at such time the transition from LIBOR or CDOR takes place, we will endeavor with the administrative agent to establish an alternate rate of interest to LIBOR or CDOR that gives due consideration to (1) the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time for the replacement of LIBOR and (2) any evolving or then existing convention for similar Canadian Dollar denominated syndicated credit facilities for the replacement of CDOR.

The Amended Credit Agreement contains customary affirmative and negative covenants that, among other things, limit or restrict:

(i) indebtedness, liens and fundamental changes;

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and (vii) investments and other restricted payments, including dividends and other distributions.

In addition, we must maintain an interest coverage ratio, defined as the ratio of consolidated EBITDA to consolidated interest expense, of at least 3.0 to 1.0 and our maximum leverage ratio, defined as the ratio of total debt to consolidated EBITDA, of no greater than 4.0 to 1.0 (as of December 31, 2019 ).

As noted above, the permitted maximum leverage ratio changes over time.

Following a qualified offering of indebtedness with gross proceeds in excess of $150 million , we will be required to maintain a maximum senior secured ratio less than 2.50 to 1.0.

Each of the factors considered in the calculations of these ratios are defined in the Credit Agreement.

In addition, we must maintain an interest coverage ratio, defined as the ratio of consolidated EBITDA to consolidated interest expense, of at least 3.00 to 1.00 and a maximum leverage ratio, defined as the ratio of total debt to consolidated EBITDA, of no greater than 3.50 to 1.00.

Following a qualified offering of indebtedness with gross proceeds in excess of $ 150.0 million, we will be required to maintain a maximum leverage ratio of no greater than 4.00 to 1.00 and a maximum senior secured ratio less than 2.50 to 1.00.

Each of the factors considered in the calculations of these ratios are defined in the Amended Credit Agreement.

EBITDA and consolidated interest, as defined, exclude goodwill and asset impairments, debt discount amortization, amortization of intangibles and other non-cash charges.

We were in compliance with our covenants as of December 31, 2020.

Borrowings under the Credit Agreement are secured by a pledge of substantially all of our assets and the assets of our subsidiaries.

The obligations under the Credit Agreement are guaranteed by our significant subsidiaries.

As of December 31, 2019 , we had ten lenders that were parties to the Credit Agreement, with total commitments (including both revolving

commitments and term commitments) ranging from $24.9 million to $85.4 million .

Borrowings under the Amended Credit Agreement are secured by a pledge of substantially all of our assets and the assets of our subsidiaries subject to customary exceptions.

The obligations under the Amended Credit Agreement are guaranteed by our material subsidiaries.

As of December 31, 2020, we had eight lenders that were parties to the Amended Credit Agreement, with total commitments (including both revolving commitments and term commitments) ranging from $ 22.4 million to $ 71.1 million.

As of December 31, 2020, we had outstanding letters of credit of $ 1.2 million under the U.S facility, $ 0.6 million under the Australian facility and $ 2.7 million under the Canadian facility.

In addition to the Credit Agreement, we have an A $2.0 million bank guarantee facility, which matures March 31, 2020 .

There were bank guarantees of A $0.7 million under this facility outstanding as of December 31, 2019 .

We have operating leases covering certain land locations and various office facilities and equipment in our three reporting business segments.

Our leases have remaining lease terms of one year to eight years , some of which include options to extend the leases for up to 10 years , and some of which include options to terminate the leases within 90 days .

In addition to the Amended Credit Agreement, we have two bank guarantee facilities totaling $ 3.0 million which mature March 31, 2021.

There were bank guarantees of A$ 0.8 million under these facilities outstanding as of December 31, 2020.

We have operating leases covering certain land locations and various office facilities and equipment in our three reportable business segments.

Our leases have remaining lease terms of one year to seven years , some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the leases within 90 days.

In addition, we do not recognize right-of-use assets or lease liabilities for leases with terms shorter than twelve months.

The components of lease expense were $ 6.8 million, $ 6.8 million and $ 6.8 million under operating leases for the years ended December 31, 2020, 2019 and 2018, respectively.

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Supplemental balance sheet information related to leases were as follows (in thousands):

December 31, 2019

December 31, 2020 December 31, 2019

Operating leases

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Weighted average remaining lease term

Operating leases

Operating leases 5.7 years 6.2 years

Weighted average discount rate

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For the years ending December 31,

Thereafter 5,811

Total lease payments 28,344

Less imputed interest 4,073

Total $ 24,271

RETIREMENT PLANS

We sponsor defined contribution plans.

We sponsor various defined contribution plans.

Participation in these plans is available to substantially all employees.

We recognized expense of $5.3 million , $4.9 million and $4.8 million related to matching contributions under our various defined contribution plans during the years ended December 31, 2019 , 2018 and 2017 , respectively.

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will generally have no legal or constructive obligation to pay further amounts.

Obligations for contributions to defined contribution plans are recognized as an employee benefit expense in profit or loss in the periods during which services are rendered by employees.

We recognized expense of $ 6.8 million, $ 5.3 million and $ 4.9 million related to matching contributions under our various defined contribution plans during the years ended December 31, 2020, 2019 and 2018, respectively.

Canadian Retirement Savings Plan

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Long-term asset retirement obligations $ 13,671 $ 15,599

Classified as a current liability on the consolidated balance sheets, under the caption “Other current liabilities.” Related to remediation work planned for 2020.

Classified as a current liability on the consolidated balance sheets, under the caption “Other current liabilities.” Balance at December 31, 2020 related to remediation work planned for 2021.

Total accretion expense related to AROs was $ 1.5 million, $ 1.5 million and $ 1.7 million during the years ended December 31, 2020, 2019 and 2018, respectively.

During the years ended December 31, 2020, 2019 and 2018, our ARO changed as follows (in thousands):

2020 2019 2018

Balance as of January 1 $ 18,796 $ 18,381 $ 17,185

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Pre-tax loss for the years ended December 31, 2020, 2019 and 2018 consisted of the following (in thousands):

2020 2019 2018

Canada operations $ ( 137,239 ) $ ( 60,372 ) $ ( 100,874 )

Foreign operations ( 6,176 ) ( 8,703 ) ( 12,338 )

Total $ ( 143,415 ) $ ( 69,075 ) $ ( 113,212 )

The components of the income tax expense (benefit) for the years ended December 31, 2020, 2019 and 2018 consisted of the following (in thousands):

2020 2019 2018

$ 391 $ 706 $ ( 1,151 )

Foreign 96 266 1,189

Total $ 487 $ 972 $ 38

$ ( 8,941 ) $ ( 9,399 ) $ ( 31,403 )

Foreign ( 2,181 ) ( 2,314 ) —

Total $ ( 11,122 ) $ ( 11,713 ) $ ( 31,403 )

Net income tax benefit $ ( 10,635 ) $ ( 10,741 ) $ ( 31,365 )

The net income tax benefit differs from an amount computed at Canadian statutory rates as follows for the years ended December 31, 2020, 2019 and 2018 (in thousands):

2020 2019 2018

Canadian federal tax benefit at statutory rates $ ( 21,512 ) 15.0 % $ ( 10,361 ) 15.0 % $ ( 16,982 ) 15.0 %

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Effect of foreign income tax, net 1,241 ( 0.9 ) % 55 ( 0.1 ) % ( 1,756 ) 1.6 %

Valuation allowance – Other

Valuation allowance ( 1,355 ) 0.9 % 2,257 ( 3.3 ) % ( 622 ) 0.5 %

Enacted tax rate change - Canada — — % ( 2,452 ) 3.5 % — — %

U.S tax reform rate change

Valuation allowance - U.S.

Goodwill impairment

Nondeductible compensation

Non-deductible goodwill impairment 22,984 ( 16.0 ) % 4,689 ( 6.8 ) % — — %

Non-deductible compensation 310 ( 0.2 ) % 1,203 ( 1.7 ) % 181 ( 0.2 ) %

Unrealized intercompany foreign currency translation gain 991 ( 0.7 ) % ( 1,451 ) 2.1 % — — %

Non-taxable Noralta representations and warranties claim ( 1,132 ) 0.8 % — — % — — %

Other, net 556 ( 0.4 ) % 477 ( 0.7 ) % ( 81 ) 0.1 %

Net income tax benefit $ ( 10,635 ) 7.4 % $ ( 10,741 ) 15.5 % $ ( 31,365 ) 27.7 %

Canadian Rate Change.

Effective July 1, 2019, the Province of Alberta introduced a four-year graduated decrease in the income tax rate from 12% to 8% resulting in a decrease of our net deferred tax liability of $2.5 million .

Our rate reconciliation for the years ended December 31, 2018 and 2017 has been recast to reconcile to the federal Canadian tax rate of 15% with the Canadian provincial income taxes reported separately from the federal income taxes.

US Tax Reform.

The Tax Cuts and Jobs Act of 2017 (U.S.

Tax Reform) was enacted in December 2017, resulting in a reduction to the corporate income tax rate from 35% to 21% .

The impact of this reduction was a decrease of the U.S.

net deferred tax asset of $9.0 million fully offset by a decrease in the U.S.

valuation allowance of $9.0 million .

Effective July 1, 2019, the Province of Alberta introduced a four-year graduated decrease in the income tax rate from 12% to 8%, resulting in a decrease of our net deferred tax liability of $ 2.5 million during the year ended December 31, 2019.

As part of Alberta’s Recovery Plan, the government accelerated the rate reduction to 8% effective July 1, 2020.

As the impact of the full rate change was effectuated on our net deferred tax liability in 2019, the acceleration had no impact to our net deferred tax liability as of December 31, 2020.

Deferred Tax Liabilities and Assets.

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Net operating loss

$ 102,650 $ 97,920

Employee benefits

Deductible goodwill and other intangibles

55,471 50,024

Land 2,637 2,352

Other reserves

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Operating lease liabilities

Capital losses 1,343 1,056

Deferred tax assets 178,771 169,795

Valuation allowance

( 88,251 ) ( 84,503 )

Deferred tax assets, net

$ 90,520 $ 85,292

Deferred tax liabilities:

Depreciation and amortization

Intangibles $ ( 24,359 ) $ ( 26,242 )

Depreciation ( 58,329 ) ( 62,524 )

Operating lease right-of-use assets

( 5,599 ) ( 5,978 )

Deferred tax liabilities

Net deferred tax liability

( 88,287 ) ( 94,744 )

Net deferred tax assets (liabilities), net (1)

$ 2,233 $ ( 9,452 )

Net deferred tax assets are classified as a noncurrent asset on the consolidated balance sheet, under the caption “Other noncurrent assets.”

NOL Carryforwards.

The following table summarizes net operating loss (NOL) carryforwards at December 31, 2020 (in thousands):

Expiration Period

Amount Expiration Period

Net operating loss carryforwards:

Canada – Federal and provincial

Begins to expire in 2035

Does not expire

Begins to expire in 2036

Does not expire

– State, tax effected

Begins to expire in 2020

Canada – Federal and provincial $ 221,678 Begins to expire in 2035

Australia 101,607 Does not expire

– Federal 36,030 Begins to expire in 2036

– Federal 25,603 Does not expire

– State, tax effected 5,742 Begins to expire in 2021

Change in Valuation Allowance.

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Change in income tax provision ( 2,257 )

Other change 499

Foreign currency translation 88

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Change in income tax provision 1,355

Other change 1,663

Foreign currency translation ( 6,766 )

Balance as of December 31, 2020 $ ( 88,251 )

During 2018, the addition of $51.5 million of deferred tax liabilities due to the Noralta Acquisition resulted in Canada no longer being considered a loss jurisdiction.

Accordingly, a benefit of $4.9 million was recorded in the second quarter of 2018 to reverse the valuation allowance against the Canadian net deferred tax asset that was recorded in 2017.

As of each reporting date, management considers new evidence, both positive and negative, that could affect our view of the future realization of deferred tax assets.

As of December 31, 2020, in part because in the current year we achieved three years of cumulative pre-tax income in the Australian federal tax jurisdiction, management determined that there is sufficient positive evidence to conclude that it is more likely than not that additional deferred tax assets of $ 9.1 million are realizable.

We therefore reduced the valuation allowance accordingly in this jurisdiction.

Indefinite Reinvestment of Earnings.

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Our accumulated other comprehensive loss decreased $ 14.2 million from $ 363.2 million at December 31, 2019 to $ 349.0 million at December 31, 2020, as a result of foreign currency exchange rate fluctuations.

Changes in other comprehensive loss during 2019 were primarily driven by the Canadian dollar increasing in value compared to the U.S.

Excluding intercompany balances, our Canadian dollar and Australian dollar functional currency net assets totaled approximately C$0.3 billion and A$0.4 billion , respectively, at December 31, 2019 .

Changes in other comprehensive loss during 2020 were primarily driven by the Australian dollar and Canadian dollar increasing in value compared to the U.S.

Excluding intercompany balances, our Canadian dollar and Australian dollar functional currency net assets totaled approximately C$ 161 million and A$ 298 million, respectively, at December 31, 2020.

SHARE-BASED COMPENSATION

Accordingly, all share and per share amounts have been adjusted to reflect this reverse stock split for all prior periods presented.

Certain key employees and non-employee directors participate in the Amended and Restated 2014 Equity Participation Plan of Civeo Corporation (the Civeo Plan).

The Civeo Plan authorizes our Board of Directors and the Compensation Committee of our Board of Directors to approve grants of options, awards of restricted shares, performance awards, phantom share awards and dividend equivalents, awards of deferred shares, and share payments to our employees and non-employee directors.

The Civeo Plan authorizes our Board of Directors and the Compensation Committee of our Board of Directors to approve grants of options, restricted share awards, performance share awards, phantom share awards and dividend equivalents, deferred share awards, and share payments to our employees and non-employee directors.

No more than 2.4 million Civeo common shares may be issued under the Civeo Plan.

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Share-based compensation expense is reflected in Selling, general and administrative (SG&A) expense in our consolidated statements of operations.

The total income tax benefit recognized in the consolidated statements of operations for share based compensation arrangements was approximately $0.7 million , $1.2 million and zero for the years ended December 31, 2019 , 2018 and 2017 , respectively.

The total income tax benefit recognized in the consolidated statements of operations for share based compensation arrangements was approximately $ 0.5 million, $ 0.7 million and $ 1.2 million for the years ended December 31, 2020, 2019 and 2018, respectively.

Options to Purchase Common Shares

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The following table presents the changes in stock options outstanding and related information for our employees during the years ended December 31, 2020, 2019 and 2018:

Options Weighted

Share Weighted

Life (Years) Intrinsic

Outstanding Options at December 31, 2017 12,143 $ 215.59 4.5 $ —

Forfeited / Expired

Outstanding Options at December 31, 2018 12,143 $ 215.59 3.3 $ —

Outstanding Options at December 31, 2019 12,143 $ 215.59 2.3 $ —

Forfeited / Expired ( 1,817 ) 197.16

Outstanding Options at December 31, 2020 10,326 $ 218.83 1.4 $ —

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The following table summarizes information for outstanding options of our employees at December 31, 2020:

Options Outstanding

Options Exercisable

Options Outstanding Options Exercisable

Range of Exercise

Prices Number

Outstanding as

of December 31,

2020 Weighted

Life Weighted

2020 Weighted

$ 197.16 3,441 0.13 $ 197.16 3,441 $ 197.16

$ 209.76 2,486 2.14 $ 209.76 2,486 $ 209.76

$ 221.16 2,295 1.13 $ 221.16 2,295 $ 221.16

$ 262.44 2,104 3.14 $ 262.44 2,104 $ 262.44

$ 197.16 - 262.44

10,326 1.45 $ 218.83 10,326 $ 218.83

Restricted Share Awards/ Restricted Share Units/ Deferred Share Awards

The following table presents the changes in restricted share awards, restricted share units and deferred share awards outstanding and related information for our employees and non-employee directors during the years ended December 31, 2020, 2019 and 2018:

Awards/Units Weighted

Average Grant

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Nonvested shares at December 31, 2017 181,086 $ 42.29

Granted 238,263 41.02

Vested ( 103,741 ) 46.76

Forfeited ( 8,487 ) 44.33

Nonvested shares at December 31, 2018 307,121 $ 39.73

Granted 143,756 27.50

Vested ( 135,943 ) 39.10

Forfeited ( 8,138 ) 38.79

Nonvested shares at December 31, 2019 306,796 $ 34.31

Granted 1,906 4.95

Vested ( 186,551 ) 33.78

Forfeited ( 17,060 ) 35.26

Nonvested shares at December 31, 2020 105,091 $ 34.56

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The total fair value of restricted share awards, restricted share units and deferred share awards vested during 2020, 2019 and 2018 was $ 2.6 million, $ 4.0 million and $ 3.8 million, respectively.

At December 31, 2019 , unrecognized compensation cost related to restricted share awards, restricted share units and deferred share awards was $5.3 million , which is expected to be recognized over a weighted average period of 1.5 years .

At December 31, 2020, unrecognized compensation cost related to restricted share awards, restricted share units and deferred share awards was $ 1.3 million, which is expected to be recognized over a weighted average period of 1.0 year.

Phantom Share Awards

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Nonvested shares at December 31, 2017 379,370

Vested ( 189,408 )

Forfeited ( 1,079 )

Nonvested shares at December 31, 2018 188,883

Granted 117,943

Vested ( 171,641 )

Forfeited ( 1,057 )

Nonvested shares at December 31, 2019 134,128

Granted 413,569

Vested ( 55,977 )

Forfeited ( 33,545 )

Nonvested shares at December 31, 2020 458,175

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At December 31, 2020, unrecognized compensation cost related to phantom shares was $ 4.4 million, as remeasured at December 31, 2020, which is expected to be recognized over a weighted average period of 2.0 years.

The weighted average grant date fair value of phantom shares granted during the years ended December 31, 2019 , 2018 and 2017 was $2.53 , zero and $3.27 , respectively.

The weighted average grant date fair value per share of phantom shares granted during the years ended December 31, 2020, 2019 and 2018 was $ 15.84 , $ 30.36 and zero , respectively.

Performance Share Awards

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The initial TSR performance was based on historical performance of our common shares and the peer group’s common shares.

No performance share awards were granted in 2020.

Risk-free weighted interest rate 2.5 % 2.4 %

Expected volatility 68.0 % 79.0 %

Initial TSR 0.7 % ( 0.40 ) %

The following table presents the changes in performance share awards outstanding and related information for our employees during the year ended December 31, 2020, 2019 and 2018:

Awards Weighted

Average Grant

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Nonvested shares at December 31, 2017 222,959 $ 42.86

Granted 70,736 63.60

Forfeited — —

Nonvested shares at December 31, 2018 293,695 $ 47.86

Granted 98,717 44.76

Performance adjustment (1)

160,156 35.20

Vested ( 320,312 ) 35.20

Forfeited — —

Nonvested shares at December 31, 2019 232,256 $ 55.27

Performance adjustment (2)

Vested ( 109,904 ) 62.40

Forfeited ( 17,141 ) 50.56

Nonvested shares at December 31, 2020 152,312 $ 52.86

(1) Related to 2016 performance share awards that vested in 2019, which were paid out at 200 % based on Civeo's TSR rank.

(2) Related to 2017 performance share awards that vested in 2020, which were paid out at 175 % based on Civeo's TSR rank.

During the years ended December 31, 2020, 2019 and 2018, we recognized compensation expense associated with performance share awards totaling $ 2.7 million, $ 4.3 million and $ 4.6 million, respectively.

At December 31, 2019 , unrecognized compensation cost related to performance share awards was $5.1 million , which is expected to be recognized over a weighted average period of 1.7 years .

At December 31, 2020, unrecognized compensation cost related to performance share awards was $ 1.6 million, which is expected to be recognized over a weighted average period of 1.0 year.

PREFERRED SHARES

As further discussed in Note 7 – Acquisitions, on April 2, 2018, we issued 9,679 Preferred Shares as part of the Noralta Acquisition.

The Preferred Shares have an initial liquidation preference of $10,000 per share.

The Preferred Shares had an initial liquidation preference of $ 10,000 per share.

Holders of the Preferred Shares are entitled to receive a 2 % annual dividend on the liquidation preference paid quarterly in cash or, at our option, by increasing the Preferred Shares’ liquidation preference or any combination thereof.

As of December 31, 2019, Preferred Shares outstanding were 9,042 .

As of December 31, 2020, 9,042 Preferred Shares were outstanding.

The decrease in Preferred Shares outstanding since the close of the Noralta Acquisition was due to the release of 637 Preferred Shares initially held in escrow to support certain obligations of the Noralta Acquisition.

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During the years ended December 31, 2020, 2019 and 2018, we recognized preferred dividends on the Preferred Shares as follows (in thousands):

2020 2019 2018

Deemed dividend on beneficial conversion feature at April 2, 2018 $ — $ — $ 47,849

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Accordingly, we recorded a deemed dividend on April 2, 2018 totaling the discount of $ 47.8 million.

The Board of Directors elected to pay the dividends for the quarterly period beginning June 30, 2018 and ending December 31, 2019 through an increase in the liquidation preference rather than in cash.

The paid-in-kind dividend of $1.8 million and $1.5 million is included in Preferred dividends on the consolidated statement of operations for the years ended December 31, 2019 and 2018 , respectively.

The Board of Directors elected to pay the dividends for each quarterly period beginning June 30, 2018 through December 31, 2020 through an increase in the liquidation preference rather than in cash.

The paid-in-kind dividend of $ 1.9 million, $ 1.8 million and $ 1.5 million is included in Preferred dividends on the accompanying consolidated statements of operations for the years ended December 31, 2020, 2019 and 2018, respectively.

SEGMENT AND RELATED INFORMATION

In accordance with current accounting standards regarding disclosures about segments of an enterprise and related information, we have identified the following reporting segments:

Canada, Australia and U.S., which represent our strategic focus on hospitality services and workforce accommodations.

In accordance with current accounting standards regarding disclosures about segments of an enterprise and related information, we have identified the following reportable segments:

Canada, Australia and the U.S., which represent our strategic focus on hospitality services and workforce accommodations.

Financial information by business segment for each of the three years ended December 31, 2020, 2019 and 2018 is summarized in the following table (in thousands):

Depreciation and amortization

Operating (loss) income

Capital expenditures

United States

Revenues Depreciation and amortization Operating (loss) income Capital expenditures Total assets

Canada $ 269,649 $ 52,009 $ ( 146,435 ) $ 2,201 $ 720,482

Australia 234,542 40,747 27,804 5,470 281,180

25,538 3,240 ( 23,151 ) 1,557 26,801

Corporate and eliminations — 551 ( 5,406 ) 855 ( 287,610 )

United States

Total $ 529,729 $ 96,547 $ ( 147,188 ) $ 10,083 $ 740,853

Canada $ 325,651 $ 66,557 $ ( 32,313 ) $ 22,124 $ 850,361

Australia 156,093 39,116 517 3,456 278,268

45,811 10,987 ( 11,214 ) 3,104 46,862

Corporate and eliminations — 7,108 ( 6,041 ) 1,128 ( 205,579 )

United States

Total $ 527,555 $ 123,768 $ ( 49,051 ) $ 29,812 $ 969,912

Canada $ 296,012 $ 66,980 $ ( 63,519 ) $ 6,025 $ 804,618

Australia 119,238 40,441 ( 1,950 ) 4,658 292,271

51,442 10,626 ( 8,640 ) 5,388 60,282

Corporate and eliminations — 7,799 ( 13,946 ) 1,037 ( 155,494 )

Financial information by geographic segment for each of the three years ended December 31, 2019 , 2018 and 2017 , is summarized below (in thousands).

Total $ 466,692 $ 125,846 $ ( 88,055 ) $ 17,108 $ 1,001,677

Financial information by geographic segment as of and for each of the three years ended December 31, 2020, 2019 and 2018, is summarized below (in thousands).

Revenues in the U.S.

include export sales.

Revenues are attributable to countries based on

the location of the entity selling the products or performing the services.

Revenues are attributable to countries based on the location of the entity selling the products or performing the services.

Long-lived assets are attributable to countries based on the physical location of the entity and its operating assets and do not include intercompany balances.

Canada Australia U.S.

Revenues from unaffiliated customers $ 269,649 $ 234,542 $ 25,538 $ 529,729

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Activity in the valuation accounts was as follows (in thousands):

Charged (Reduction) to

of Period Charged (Reduction) to

Expenses Deductions

Recoveries) Translation

Year Ended December 31, 2020:

Allowance for doubtful accounts receivable

Allowance for credit losses on accounts receivable $ 253 $ 46 $ ( 44 ) $ 20 $ 275

Valuation allowance for deferred tax assets 84,503 ( 1,355 ) ( 1,663 ) 6,766 88,251

Year Ended December 31, 2019:

Allowance for doubtful accounts receivable

Allowance for credit losses on accounts receivable $ 376 $ ( 5 ) $ ( 122 ) $ 4 $ 253

Valuation allowance for deferred tax assets 82,833 2,257 ( 499 ) ( 88 ) 84,503

Year Ended December 31, 2018:

Allowance for doubtful accounts receivable

Allowance for credit losses on accounts receivable $ 1,338 $ ( 787 ) $ ( 143 ) $ ( 32 ) $ 376

Valuation allowance for deferred tax assets 90,663 ( 622 ) ( 1,119 ) ( 6,089 ) 82,833

1 unchanged sentence

The following table summarizes quarterly financial information for 2020 and 2019 (in thousands, except per share amounts):

$ 138,792 $ 114,702 $ 142,857 $ 133,378

Gross profit (1)

35,479 31,569 45,423 35,170

Net (loss) income attributable to Civeo

( 146,538 ) 6,136 6,517 ( 2,252 )

Basic (loss) income per share (2)

( 10.43 ) 0.37 0.39 ( 0.16 )

Diluted (loss) income per share (2)

( 10.43 ) 0.37 0.39 ( 0.16 )

$ 108,550 $ 122,153 $ 148,163 $ 148,689

Gross profit (1)

Net loss attributable to Civeo

Basic loss per share

Diluted loss per share

28,920 36,913 48,683 46,225

Net (loss) income attributable to Civeo ( 17,498 ) ( 15,310 ) 4,532 ( 32,064 )

Basic (loss) income per share (2)

( 1.27 ) ( 1.10 ) 0.28 ( 2.30 )

Diluted (loss) income per share (2)

( 1.27 ) ( 1.10 ) 0.28 ( 2.30 )

(1) Represents "revenues" less "product costs" and "service and other costs" included in our consolidated statements of operations.

In the first quarter of 2019 , there were no significant items recognized.

(2) Per-share computations reflect the impact of our 1-for-12 reverse share split effective November 19, 2020.

See Note 1 - Description of Business and Basis of Presentation for further discussion.

(3) In the first quarter of 2020, we recognized the following items:

A charge of $28.7 million ( $20.9 million after-tax, or $0.16 per diluted share), related to certain lodge assets in the Canadian oil sands which carrying values we determined not to be recoverable.

The charge, which is related to our Canadian segment, is included in Impairment expense on the accompanying consolidated statements of operations.

Costs associated with the Noralta Acquisition of $1.0 million ( $1.0 million after-tax, or $0.01 per diluted share), included in Selling, general and administrative expenses on the accompanying consolidated statements of operations.

• Goodwill impairment loss of $ 93.6 million ($ 93.6 million after-tax, or $ 6.67 per diluted share) related to our Canada reporting unit.

The charge is included in Impairment expense on the accompanying consolidated statements of operations.

• A charge of $ 38.1 million ($ 38.1 million after-tax, or $ 2.71 per diluted share), related to assets in our Canada segment.

The charge is included in Impairment expense on the accompanying consolidated statements of operations.

• A charge of $ 12.4 million ($ 12.4 million after-tax, or $ 0.89 per diluted share), related to assets in our U.S segment.

The charge is included in Impairment expense on the accompanying consolidated statements of operations.

In the first quarter of 2019, there were no significant items recognized.

(4) In the second quarter of 2020, we recognized the following items:

• Income of $ 4.7 million ($ 4.7 million after-tax, or $ 0.33 per diluted share) associated with the settlement of a representations and warranties claim related to the Noralta Acquisition included in Other income.

In the second quarter of 2019, we recognized the following items:

• A charge of $ 4.5 million ($ 4.5 million after-tax, or $ 0.32 per diluted share), related to assets in our Australian segment.

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In the second quarter of 2018 , we recognized the following items:

Costs associated with the Noralta Acquisition of $5.6 million ( $5.1 million after-tax, or $0.03 per diluted share), included primarily in Selling, general and administrative expenses on the accompanying consolidated statements of operations.

(5) In the third quarter of 2020, there were no significant items recognized.

In the third quarter of 2019, we recognized the following items:

1 unchanged sentence

• Costs associated with the Action acquisition of $ 0.2 million ($ 0.2 million after-tax, or $ 0.02 per diluted share), included primarily in Selling, general and administrative expenses on the accompanying consolidated statements of operations.

In the third quarter of 2018 , we recognized the following items:

Costs associated with the Noralta Acquisition of $0.5 million ( $0.4 million after-tax, or $0.00 per diluted share), included primarily in Selling, general and administrative expenses on the accompanying consolidated statements of operations.

(6) In the fourth quarter of 2020, there were no significant items recognized.

In the fourth quarter of 2019, we recognized the following items:

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• Costs associated with the Action acquisition of $ 0.2 million ($ 0.2 million after-tax, or $ 0.01 per diluted share), included primarily in Selling, general and administrative expenses on the accompanying consolidated statements of operations.

In the fourth quarter of 2018 , we recognized the following items:

Costs associated with the Noralta Acquisition of $2.1 million ( $1.7 million after-tax, or $0.01 per diluted share), included in Service and other costs ( $0.6 million ), Selling, general and administrative expenses ( $0.6 million ) and Other income ( $0.9 million ) on the accompanying consolidated statements of operations.

Reversal of depreciation expense of $2.8 million that should not have been recorded in the first, second and third quarters of 2018.

We determined that the overstatement of depreciation expense was not material to our financial statements for the periods ended September 30, June 30 or March 31, 2018 and therefore corrected the error in the fourth quarter of 2018.

Amounts are calculated independently for each of the quarters presented.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures