Civeo Corp 10-K

ITEM 9A. Controls and Procedures (i) Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this annual report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2020 at the reasonable assurance level. (ii) Internal Control Over Financial Reporting (a) Management's annual report on internal control over financial reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, even effective internal control over financial reporting can only provide reasonable assurance of achieving their control objectives. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2020 was conducted. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control–Integrated Framework (2013 Framework). Based on our assessment we believe that, as of December 31, 2020, our internal control over financial reporting is effective based on those criteria. (b) Attestation report of the registered public accounting firm. The attestation report of Ernst & Young LLP, our independent registered public accounting firm, on our internal control over financial reporting is set forth in this annual report on page 74 and is incorporated herein by reference. (c) Changes in internal control over financial reporting. During the three months ended December 31, 2020, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. Other Information Not applicable. 65 PART III ITEM 10. Directors, Executive Officers and Corporate Governance The information required by Item 10 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. The Board of Directors of the Company (the Board) has documented its governance practices by adopting several corporate governance policies. These governance policies, including the Company's Corporate Governance Guidelines, Corporate Code of Business Conduct and Ethics and Financial Code of Ethics for Senior Officers, as well as the charters for the committees of the Board (Audit Committee, Compensation Committee, Finance and Investment Committee and Nominating and Corporate Governance Committee) may also be viewed at the Company's website. The Financial Code of Ethics for Senior Officers applies to our principal executive officer, principal financial officer, principal accounting officer and certain other senior officers. We intend to disclose any amendments to or waivers from our Financial Code of Ethics for Senior Officers by posting such information on our website at www.civeo.com within four business days following the date of the amendment or waiver. Copies of such documents will be sent to shareholders free of charge upon written request to the corporate secretary at the address shown on the cover page of this annual report. ITEM 11. 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 2021 Annual General Meeting of Shareholders. ITEM 12. 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 2021 Annual General Meeting of Shareholders. ITEM 13. 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 2021 Annual General Meeting of Shareholders. ITEM 14. 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 2021 Annual General Meeting of Shareholders. 66 PART IV ITEM 15. Exhibits, Financial Statement Schedules (a) Index to Financial Statements, Financial Statement Schedules and Exhibits (1) Financial Statements: Reference is made to the index set forth on page 71 of this Annual Report on Form 10-K. (2) Financial Statement Schedules: No schedules have been included herein because the information required to be submitted has been included in the Consolidated Financial Statements or the Notes thereto, or the required information is inapplicable. (3) Index of Exhibits: See Index of Exhibits, below, for a list of those exhibits filed herewith, which index also includes and identifies management contracts or compensatory plans or arrangements required to be filed as exhibits to this Annual Report on Form 10-K by Item 601 of Regulation S-K. (b) Index of Exhibits Exhibit No. Description 2.1 Separation and Distribution Agreement by and between Oil States International, Inc. and Civeo Corporation, dated May 27, 2014 (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-36246) filed on June 2, 2014). 2.2 Share Purchase Agreement, dated November 26, 2017, by and among Civeo Corporation, Noralta Lodge Ltd., Torgerson Family Trust, 2073357 Alberta Ltd., 2073358 Alberta Ltd., 1818939 Alberta Ltd., 2040618 Alberta Ltd., 2040624 Alberta Ltd., 989677 Alberta Ltd. and Lance Torgerson (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36246) filed on November 27, 2017). 2.3 Amending Agreement, dated March 15, 2018, among Civeo Corporation, the Torgerson Family Trust, 989677 Alberta Ltd., 1818939 Alberta Ltd., 2040618 Alberta Ltd., 2040624 Alberta Ltd., 2073357 Alberta Ltd., 2073358 Alberta Ltd., Lance Torgerson and Noralta Lodge Ltd. (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36246) filed on March 16, 2018). 3.1 Notice of Articles of Civeo Corporation, as amended (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 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. 001-36246) filed on April 2, 2018). 4.1 Form of Common Share Certificate (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K12B (File No. 001-36246) filed on July 17, 2015). 4.2 Registration Rights, Lock-Up and Standstill Agreement, dated April 2, 2018, by and among Civeo Corporation, Torgerson Family Trust and 989677 Alberta Ltd. (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-36246) filed on April 2, 2018). 4.3* Description of Securities 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). 67 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. 001-36246) filed on April 22, 2014). 10.6† Form of Canadian Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.8 to the Registration Statement on Form 10 (File No. 001-36246) filed on April 22, 2014). 10.7† Form of Employee Non-Qualified Stock Option Agreement under the 2014 Equity Participation Plan of Civeo Corporation (incorporated herein by reference to Exhibit 10.9 to the Registration Statement on Form 10 (File No. 001-36246) filed on April 22, 2014). 10.8† Form of Restricted Stock Agreement under the 2014 Equity Participation Plan of Civeo Corporation (incorporated herein by reference to Exhibit 10.10 to the Registration Statement on Form 10 (File No. 001-36246) filed on April 22, 2014). 10.9† Form of Non-Employee Director Restricted Stock Agreement (incorporated herein by reference to Exhibit 10.11 to the Registration Statement on Form 10 (File No. 001-36246) filed on April 22, 2014). 10.10† Form of Deferred Stock Agreement (Australia) (incorporated herein by reference to Exhibit 10.12 to the Registration Statement on Form 10 (File No. 001-36246) filed on April 22, 2014). 10.11† Form of Deferred Stock Agreement (Canada) (incorporated herein by reference to Exhibit 10.13 to the Registration Statement on Form 10 (File No. 001-36246) filed on April 22, 2014). 10.12† Form of Executive Agreement of Bradley J. Dodson (incorporated herein by reference to Exhibit 10.14 to the Registration Statement on Form 10 (File No. 001-36246) filed on April 22, 2014). 10.13† Form of Phantom Unit Agreement under the 2014 Equity Participation Plan of Civeo Corporation (incorporated herein by reference to Exhibit 10.17 to the Annual Report on Form 10-K (File No. 001-36246) filed on March 13, 2015). 10.14† Executive Services Agreement, dated May 30, 2012, between Peter McCann and The Mac Services Group Pty Ltd. (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K12B (File No. 001-36246) filed on July 17, 2015). 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). 10.16†* Dual Employment Agreement (United States) of Bradley J. Dodson. 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. 001-36246) filed on August 27, 2015). 68 10.20† Dual Employment Agreement (Canada) of Allan Schoening, dated July 16, 2015 (incorporated herein by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q (File No. 001-36246) filed on November 3, 2015). 10.21† Dual Employment Agreement (United States) of Allan Schoening, dated July 16, 2015 (incorporated herein by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q (File No. 001-36246) filed on November 3, 2015). 10.22† Executive Change of Control Severance Agreement between Civeo Corporation and Allan Schoening, dated July 13, 2015 (incorporated herein by reference to Exhibit 10.11 to the Quarterly Report on Form 10-Q (File No. 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. 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. 001-36246) filed on April 2, 2018). 10.27 First Amendment to Amended and Restated Syndicated Facility Agreement, dated as of October 26, 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. 001-36246) filed on October 31, 2018). 10.28 Second Amendment to Amended and Restated Syndicated Facility Agreement, dated as of September 30, 2019, 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 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. 001-36246). 10.31† Form of Director Deferred Share Agreement (Canada) (incorporated herein by reference to Exhibit 10.32 to the Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 001-36246). 21.1* List of Significant Subsidiaries of Civeo Corporation. 23.1* Consent of Ernst & Young LLP. 31.1* Certification of Chief Executive Officer of Civeo Corporation pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934. 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. 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. 69 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. † Management contracts and compensatory plans and arrangements. ** Furnished herewith. PLEASE NOTE: Pursuant to the rules and regulations of the Securities and Exchange Commission, we have filed or incorporated by reference the agreements referenced above as exhibits to this Annual Report on Form 10-K. The agreements have been filed to provide investors with information regarding their respective terms. The agreements are not intended to provide any other factual information about Civeo or its business or operations. In particular, the assertions embodied in any representations, warranties and covenants contained in the agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to investors and may be qualified by information in confidential disclosure schedules not included with the exhibits. These disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the agreements. Moreover, certain representations, warranties and covenants in the agreements may have been used for the purpose of allocating risk between the parties, rather than establishing matters as facts. In addition, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the respective agreement, which subsequent information may or may not be fully reflected in our public disclosures. Accordingly, investors should not rely on the representations, warranties and covenants in the agreements as characterizations of the actual state of facts about Civeo or its business or operations on the date hereof. ITEM 16. Form 10-K Summary None. 70 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 26, 2021. CIVEO CORPORATION By /s/ CAROLYN J. STONE Carolyn J. Stone Senior Vice President, Chief Financial Officer and Treasurer (Duly Authorized Officer and Principal Financial Officer) Signature Title /s/ RICHARD A. NAVARRE Chairman of the Board Richard A. Navarre /s/ BRADLEY J. DODSON Director, President & Chief Executive Officer Bradley J. Dodson (Principal Executive Officer) /s/ CAROLYN J. STONE Senior Vice President, Chief Financial Officer and Treasurer Carolyn J. Stone (Principal Financial Officer and Accounting Officer) /s/ C. RONALD BLANKENSHIP Director C. Ronald Blankenship /s/ MARTIN A. LAMBERT Director Martin A. Lambert /s/ CONSTANCE B. MOORE Director Constance B. Moore /s/ CHARLES SZALKOWSKI Director Charles Szalkowski /s/ TIMOTHY O. WALL Director Timothy O. Wall 71 CIVEO CORPORATION INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page No. Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements 73 Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting 75 Consolidated Statements of Operations for the Years Ended December 31, 20 20, 2019 and 2018 76 Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2 020, 2019 and 2018 77 Consolidated Balance Sheets at December 31, 20 20 and 2019 78 Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 20 20, 2019 and 2018 79 Consolidated Statements of Cash Flows for the Years Ended December 31, 20 20, 2019 and 2018 80 Notes to Consolidated Financial Statements 81 72 CIVEO CORPORATION Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Civeo Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Civeo Corporation (“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 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2021 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. 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. 73 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 We have served as the Company’s auditor since 2013. Houston, Texas February 26, 2021 74 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Civeo Corporation Opinion on Internal Control over Financial Reporting We have audited Civeo Corporation’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). 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. 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. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s annual report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Houston, Texas February 26, 2021 75 CIVEO CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands, Except Per Share Amounts) YEAR ENDED DECEMBER 31, 2020 2019 2018 Revenues: 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 Selling, general and administrative expenses 53,656 59,586 67,036 Depreciation and amortization expense 96,547 123,768 125,846 Impairment expense 144,120 26,148 28,661 Other operating expense 506 290 790 676,917 576,606 554,747 Operating loss ( 147,188 ) ( 49,051 ) ( 88,055 ) Interest expense ( 16,687 ) ( 27,383 ) ( 26,258 ) Loss on extinguishment of debt ( 383 ) — ( 748 ) 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 ) Less: Net income attributable to noncontrolling interest 1,470 157 396 Net loss attributable to Civeo Corporation ( 134,250 ) ( 58,491 ) ( 82,243 ) Less: Dividends attributable to Class A preferred shares 1,887 1,849 49,589 Net loss attributable to Civeo common shareholders $ ( 136,137 ) $ ( 60,340 ) $ ( 131,832 ) Per Share Data (see Note 8) (1) Basic net loss per share attributable to Civeo Corporation common shareholders $ ( 9.64 ) $ ( 4.33 ) $ ( 10.06 ) Diluted net loss per share attributable to Civeo Corporation common shareholders $ ( 9.64 ) $ ( 4.33 ) $ ( 10.06 ) 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. 76 CIVEO CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In Thousands) 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 ) Comprehensive loss ( 118,514 ) ( 50,258 ) ( 124,883 ) Less: Comprehensive income attributable to noncontrolling interest 1,552 157 396 Comprehensive loss attributable to Civeo Corporation $ ( 120,066 ) $ ( 50,415 ) $ ( 125,279 ) The accompanying notes are an integral part of these financial statements. 77 CIVEO CORPORATION CONSOLIDATED BALANCE SHEETS (In Thousands) DECEMBER 31, 2020 2019 ASSETS Current assets: Cash and cash equivalents $ 6,155 $ 3,331 Accounts receivable, net 89,782 99,493 Inventories 6,181 5,877 Prepaid expenses 7,020 7,247 Other current assets 6,165 7,904 Assets held for sale 3,910 7,589 Total current assets 119,213 131,441 Property, plant and equipment, net 486,930 590,309 Goodwill 8,729 110,173 Other intangible assets, net 99,749 111,837 Operating lease right-of-use assets 22,606 24,876 Other noncurrent assets 3,626 1,276 Total assets $ 740,853 $ 969,912 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 42,056 $ 36,971 Accrued liabilities 27,349 21,755 Income taxes 203 328 Current portion of long-term debt 34,585 35,080 Deferred revenue 6,812 7,165 Other current liabilities 5,760 8,741 Total current liabilities 116,765 110,040 Long-term debt, less current maturities 214,000 321,792 Deferred income taxes — 9,452 Operating lease liabilities 19,834 21,231 Other noncurrent liabilities 14,897 16,592 Total liabilities 365,496 479,107 Commitments and contingencies (Note 16) Shareholders’ Equity: Preferred shares (Class A Series 1, no par value; 50,000,000 shares authorized, 9,042 shares issued and outstanding, respectively; 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; 46,000,000 (1) shares authorized, 14,478,878 shares and 14,304,670 shares issued, respectively, and 14,215,169 shares and 14,129,700 shares outstanding, respectively) — — Additional paid-in capital 1,578,315 1,572,249 Accumulated deficit ( 907,727 ) ( 771,590 ) 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 Total shareholders’ equity 375,357 490,805 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. 78 CIVEO CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (In Thousands) Attributable to Civeo Preferred Shares Common Shares Par Value Additional Paid-in Capital Accumulated Deficit Treasury Shares Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest Total Shareholders’ Equity Balance, December 31, 2017 $ — $ — $ 1,383,934 $ ( 579,113 ) $ ( 358 ) $ ( 328,213 ) $ 117 $ 476,367 Net income (loss) — — — ( 82,243 ) — — 396 ( 81,847 ) Currency translation adjustment — — — — — ( 43,036 ) — ( 43,036 ) Dividends paid — — — — — — ( 513 ) ( 513 ) Cumulative effect of implementation of ASU 2014-09 — — — 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 Balance, December 31, 2018 $ 56,280 $ — $ 1,562,133 $ ( 710,551 ) $ ( 1,189 ) $ ( 371,249 ) $ — $ 535,424 Net income (loss) — — — ( 58,491 ) — — 157 ( 58,334 ) Currency translation adjustment — — — — — 8,076 — 8,076 Dividends paid — — — — — — ( 182 ) ( 182 ) Cumulative effect of implementation of ASU 2016-02 — — — ( 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 Balance, December 31, 2019 $ 58,129 $ — $ 1,572,249 $ ( 771,590 ) $ ( 5,472 ) $ ( 363,173 ) $ 662 $ 490,805 Net income (loss) — — — ( 134,250 ) — — 1,470 ( 132,780 ) Currency translation adjustment — — — — — 14,184 82 14,266 Dividends paid — — — — — — ( 1,542 ) ( 1,542 ) Dividends attributable to Class A preferred shares 1,887 — — ( 1,887 ) — — — — 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 Preferred Shares Common Shares (in thousands) (1) Balance, December 31, 2017 — 11,022 Issuance of shares for acquisitions 9,042 2,665 Share-based compensation — 141 Balance, December 31, 2018 9,042 13,828 Share-based compensation — 302 Balance, December 31, 2019 9,042 14,130 Share-based compensation — 85 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. 79 CIVEO CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) 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: Depreciation and amortization 96,547 123,768 125,846 Impairment charges 144,120 26,148 28,661 Loss on extinguishment of debt 383 — 748 Deferred income tax benefit ( 11,122 ) ( 11,713 ) ( 31,403 ) Non-cash compensation charge 6,066 10,116 11,036 Gain on disposals of assets ( 2,905 ) ( 3,882 ) ( 1,606 ) 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 ) Taxes payable ( 134 ) ( 75 ) 5,310 Other current assets and liabilities, net ( 725 ) ( 2,015 ) ( 5,943 ) Net cash flows provided by operating activities 117,361 74,481 54,391 Cash flows from investing activities: Capital expenditures ( 10,083 ) ( 29,812 ) ( 17,108 ) Payments related to acquisitions, net of cash acquired — ( 16,434 ) ( 171,337 ) 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: Revolving credit borrowings 377,604 381,615 358,312 Revolving credit repayments ( 447,914 ) ( 385,071 ) ( 217,339 ) Term loan repayments ( 39,855 ) ( 34,942 ) ( 26,609 ) 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 Effect of exchange rate changes on cash 1,443 ( 313 ) ( 2,242 ) Net change in cash and cash equivalents 2,824 ( 9,041 ) ( 20,275 ) Cash and cash equivalents, beginning of period 3,331 12,372 32,647 Cash and cash equivalents, end of period $ 6,155 $ 3,331 $ 12,372 Non-cash investing activities: Value of common shares issued as consideration for acquisitions — — 119,797 Value of preferred shares issued as consideration for acquisition — — 54,821 Capital expenditure additions accrued at end of period 933 — — Non-cash financing activities: Preferred dividends paid-in-kind 1,887 1,849 1,459 The accompanying notes are an integral part of these financial statements. 80 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of the Business 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, 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 Unless otherwise stated or the context otherwise indicates: (i) all references in these consolidated financial statements to “Civeo,” “us,” “our” or “we” refer to Civeo Corporation and its consolidated subsidiaries; and (ii) all references in this report to “dollars” or “$” are to U.S. dollars. 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. 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 81 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. If the financial condition of our customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. Inventories Inventories consist of work in process, raw materials and supplies and materials for the construction and operation of remote accommodation facilities. Inventories also include food, raw materials, labor, subcontractor charges, manufacturing overhead and catering and other supplies needed for operation of our facilities. Inventories are carried at the lower of cost or market. The cost of inventories is determined on an average cost or specific-identification method. Property, Plant, and Equipment Property, plant, and equipment are stated at cost or at estimated fair market value at acquisition date if acquired in a business combination, and depreciation is computed, for assets owned or recorded under capital lease, using the straight-line method, after allowing for salvage value where applicable, over the estimated useful lives of the assets. 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. segment. During the fourth quarter of 2019, we extended the remaining useful life of certain long-lived accommodations assets in our Canada segment. We record the fair value of a 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 asset retirement obligation (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. See Asset Retirement Obligations, below, for further discussion. Expenditures for repairs and maintenance are charged to expense when incurred. Expenditures for major renewals and betterments, which extend the useful lives of existing equipment, are capitalized and depreciated. 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. Business Combinations We evaluate acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination by assessing whether or not we have acquired inputs and processes that have the ability to create outputs. If determined to be a business combination, we account for a business acquisition under the acquisition method of accounting. The accounting rules governing business combinations require the acquiring entity in a business combination to recognize the fair value of all assets acquired and liabilities assumed and establish the acquisition date as the fair value measurement point. Accordingly, we recognize assets acquired and liabilities assumed in a business combination based on the fair value estimates as of the date of acquisition. Goodwill is measured as the excess of the fair value of the consideration paid over the fair value of the identified net assets, including intangible assets, acquired. The fair value measurement of the identified net assets requires the significant use of estimates and is based on information that was available to management at the time the purchase price allocation was prepared. We utilize recognized valuation techniques, including the cost approach, the market approach and the income approach, to value the net assets acquired. The impact of changes to the estimated fair values of assets acquired and liabilities assumed is recorded in the reporting period in which the adjustment is identified. Final valuations of assets and liabilities are obtained and recorded within one year from the date of the acquisition. Impairment of Long-Lived Assets 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. 82 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. We use a variety of underlying assumptions to estimate these future cash flows, including assumptions relating to future economic market conditions, rates, occupancy levels, costs and expenses and capital expenditures. 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 third step. In this step, we compare the fair value of the respective asset group to its carrying value. The fair value of the asset groups are based on prices of similar assets, if available, or discounted cash flows. 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. 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. 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. 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. A reporting unit is the operating segment, or a business one level below that operating segment (the “component” level) if discrete financial information is prepared and regularly reviewed by management at the component level. Each segment of our business represents a separate reporting unit. 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. We compare each reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. If the carrying amount of the reporting unit exceeds its fair value, goodwill is impaired. 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 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 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 83 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. Market Approach - This valuation approach utilizes publicly traded comparable companies’ enterprise values, as compared to their recent and forecasted earnings before interest, taxes and depreciation (EBITDA) information. We use EBITDA because it is a widely used key indicator of the cash generating capacity of companies in our industry. Income Approach - This valuation approach derives a present value of the reporting unit’s projected future annual cash flows over the next five years with a terminal value assumption. We use a variety of underlying assumptions to estimate these future cash flows, including assumptions relating to future economic market conditions, rates, occupancy levels, costs and expenses and capital expenditures. These assumptions can vary by each reporting unit depending on market conditions. In addition, a terminal value is estimated, using a Gordon Growth methodology with a long-term growth rate of 2 %. 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. Our estimate of 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 reporting units’ operations in the future. We selected these valuation approaches because we believe the combination of these approaches and our best judgment regarding underlying assumptions and estimates provides us with the best estimate of fair value for each of our reporting units. We believe these valuation approaches are proven valuation techniques and methodologies for our industry and widely accepted by investors. 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. Other Intangible Assets. We amortize the cost of other intangible assets using the straight-line method over their estimated useful lives unless such lives are deemed indefinite. 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. See Note 10 – Goodwill and Other Intangible Assets for further information. Foreign Currency and Other Comprehensive Income Gains and losses resulting from consolidated balance sheet translation of foreign operations where a foreign currency is the functional currency are included as a separate component of accumulated other comprehensive income within shareholders’ equity representing substantially all of the balances within accumulated other comprehensive income. Remeasurements of intercompany loans denominated in a different currency than the functional currency of the entity that are of a long-term investment nature are recognized as other comprehensive income within shareholders’ equity. Gains and losses resulting from consolidated balance sheet remeasurements of assets and liabilities denominated in a different currency than the functional currency, other than intercompany loans that are of a long-term investment nature, are included in the consolidated statements of operations as incurred. For the years ended December 31, 2020, 2019, and 2018, we recognized approximately $ 0.5 million, $ 0.3 million and $ 0.8 million in foreign currency losses, respectively. Foreign Currency Exchange Rate Risk A significant portion of revenues, earnings and net investments in foreign affiliates are exposed to changes in foreign currency exchange rates. We seek to manage our foreign exchange risk in part through operational means, including managing expected local currency revenues in relation to local currency costs and local currency assets in relation to local currency liabilities. We have not entered into any foreign currency forward contracts. 84 Revenue and Cost Recognition We generally recognize accommodation, mobile facility rental, food service and other services revenues over time as our customers simultaneously receive and consume benefits as we serve our customers because of continuous transfer of control to the customer. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We transfer control and recognize a sale based on a periodic (usually daily) room rate each night a customer stays in our rooms or when the services are rendered. In some contracts, rates may vary over the contract term. In these cases, revenue may be deferred and recognized on a straight-line basis over the contract term. A limited portion of our revenue is recognized at a point in time when control transfers to the customer related to small modular construction and manufacturing contracts, minor food service arrangements and optional purchases our customers make for incidental services offered at our accommodation and mobile facilities. For significant construction projects, manufacturing revenues are recognized over time with progress towards completion measured using the cost based input method as the basis to recognize revenue and an estimated profit. Billings on such contracts in excess of costs incurred and estimated profits are classified as deferred revenue. Costs incurred and estimated profits in excess of billings on these contracts are recognized as unbilled receivables. Management believes this input method is the most appropriate measure of progress to the satisfaction of a performance obligation on larger modular construction and manufacturing contracts. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, estimated profitability and final contract settlements may result in revisions to projected costs and revenue and are recognized in the period in which the revisions to estimates are identified and the amounts can be reasonably estimated. Factors that may affect future project costs and margins include weather, production efficiencies, availability and costs of labor, materials and subcomponents. These factors can significantly impact the accuracy of our estimates and materially impact our future reported earnings. Because of control transferring over time, the majority of our revenue is recognized based on the extent of progress towards completion of the performance obligation. At contract inception, we assess the goods and services promised in our contracts with customers and identify a performance obligation for each promise to transfer our customers a good or service (or bundle of goods or services) that is distinct. Our customers typically contract for hospitality services under take-or-pay contracts with terms that most often range from several months to three years. Our contract terms generally provide for a rental rate for a reserved room and an occupied room rate that compensates us for services provided. We typically contract our facilities to our customers on a fee per day basis where the goods and services promised include lodging and meals. To identify the performance obligations, we consider all of the goods and services promised in the context of the contract and the pattern of transfer to our customers. Revenues exclude taxes assessed based on revenues such as sales or value added taxes. Cost of services includes labor, food, utility costs, cleaning supplies, and other costs of operating our accommodations facilities. Cost of goods sold includes all direct material and labor costs and those costs related to contract performance, such as indirect labor, supplies, tools and repairs. Selling, general and administrative costs are charged to expense as incurred. Income Taxes Our operations are subject to Canadian federal and provincial income taxes, as well as foreign income taxes. We determine the provision for income taxes using the asset and liability approach. Under this approach, deferred income taxes represent the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. In assessing the need for a valuation allowance, we look to the future reversal of existing taxable temporary differences, taxable income in carryback years, the feasibility of tax planning strategies and estimated future taxable income. The valuation allowance can be affected by changes to tax laws, changes to statutory tax rates and changes to future taxable income estimates and historical losses. We recognize tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. 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. See Note 15 – Income Taxes for further information. 85 Receivables and Concentration of Credit Risk Based on the nature of our customer base, we do not believe that we have any significant concentrations of credit risk other than our concentration in the Canadian oil sands and Australian mining industries. 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. For the year ended December 31, 2018, each of Imperial Oil, Fort Hills Energy LP and Suncor Energy Inc. 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 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. Over time, the liability increases for the change in its present value, while the capitalized cost depreciates over the useful life of the related asset. Accretion expense is recognized over the estimated productive life of the related assets. If the fair value of the estimated ARO changes, an adjustment is recorded to both the ARO and the capitalized asset retirement cost. Revisions in estimated liabilities can result from changes in estimated inflation rates, changes in service and equipment costs and changes in the estimated timing of settling the ARO. We utilize current retirement costs to estimate the expected cash outflows for retirement obligations. We estimate the ultimate productive life of the properties and a risk-adjusted discount rate in order to determine the current present value of the obligation. We relieve ARO liabilities when the related obligations are settled. 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. See Note 14 – Asset Retirement Obligations for further discussion. Share-Based Compensation We sponsor an equity participation plan in which certain of our employees participate. We measure the cost of employee services received in exchange for an award of equity instruments (typically restricted share awards and deferred share awards) based on the grant-date fair value of the award. The fair value is calculated based on our share price on 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. 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 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. Guarantees Substantially all of our Canadian and U.S. subsidiaries are guarantors under our Amended Credit Agreement. See Note 11 – Debt. During the ordinary course of business, we also provide standby letters of credit or other guarantee instruments to certain parties as required for certain transactions initiated by us or our subsidiaries. As of December 31, 2020, the maximum potential amount of future payments that we could be required to make under these guarantee agreements (letters of credit) was approximately $ 5.1 million. We have not recorded any liability in connection with these guarantee arrangements. We do not believe, based on historical experience and information currently available, that it is likely that any amounts will be required to be paid under these guarantee arrangements. 86 Use of Estimates The preparation of consolidated financial statements in conformity with U.S. 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 credit losses. Actual results could materially differ from those estimates. Accounting for Contingencies 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. 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. Upon the ultimate resolution of these uncertainties, our future reported financial results will be impacted by the difference between our estimates and the actual amounts paid to settle a liability. Examples of areas where we have made important estimates of future liabilities include litigation, taxes, interest, insurance claims, warranty claims, contract claims and obligations. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the FASB), which are adopted by us as of the specified effective date. 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 June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” (ASU 2016-13). 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 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. 87 3. REVENUE 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 Canada Accommodation revenues $ 202,534 $ 281,577 $ 266,899 Mobile facility rental revenues 33,192 9,575 9,316 Food service and other services revenues 33,923 33,485 15,601 Manufacturing revenues — 1,014 4,196 Total Canada revenues 269,649 325,651 296,012 Australia Accommodation revenues $ 144,070 $ 126,047 $ 117,896 Food service and other services revenues 90,472 30,046 1,342 Total Australia revenues 234,542 156,093 119,238 U.S. Accommodation revenues $ 2,451 $ 12,462 $ 18,288 Mobile facility rental revenues 16,837 28,119 20,389 Manufacturing revenues 6,200 5,085 12,595 Food service and other services revenues 50 145 170 Total U.S. revenues 25,538 45,811 51,442 Total revenues $ 529,729 $ 527,555 $ 466,692 Our payment terms vary by the type and location of our customer and the products or services offered. The term between invoicing and when our performance obligations are satisfied is not significant. 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, 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. 88 4. IMPAIRMENT CHARGES 2020 Impairment Charges 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. Total 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. 89 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. Total Quarter ended June 30, 2019 Long-lived assets $ — $ 5,546 $ — $ 5,546 Quarter ended December 31, 2019 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 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 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 . During the second quarter of 2019, we identified indicators that certain long-lived assets in Australia may be impaired due to market developments, including the non-renewal of certain land development approval agreements. We assessed the carrying values of the related assets to determine if they continued to be recoverable based on estimated future cash flows. Based on the assessment, the carrying values were determined to not be fully recoverable, and we proceeded to compare the estimated fair value of the assets to their respective carrying values. Accordingly, the assets were written down to their estimated fair values of $ 0.5 million. As a result of the analysis described above, we recorded an impairment expense of $ 4.5 million. Additionally, during the second quarter of 2019, we identified a liability related to an ARO at one of our villages in Australia that should have been recorded in 2011. 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 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. 2018 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. Total Quarter ended March 31, 2018 Long-lived assets $ 28,661 $ — $ — $ 28,661 Total $ 28,661 $ — $ — $ 28,661 Quarter ended March 31, 2018 . During the first quarter of 2018, we identified an indicator that certain long-lived assets used in the Canadian oil sands may be impaired due to market developments, including expected customer commitments, occurring in the first quarter of 2018. For purposes of our impairment assessment, we separated two lodges that were previously treated as a single asset group due to the lodges no longer being used together to generate joint cash flows. 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. 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. 90 5. FAIR VALUE MEASUREMENTS Our financial instruments consist of cash and cash equivalents, receivables, payables and debt instruments. We believe that the carrying values of these instruments on the accompanying consolidated balance sheets approximate their fair values. As of December 31, 2020 and 2019, we believe the carrying value of our floating-rate debt outstanding under our term loans and revolving credit facilities approximates fair value because the terms include short-term interest rates and exclude penalties for prepayment. 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 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 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 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. See Note 7 – Acquisitions for further information. 6. 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, 2020 December 31, 2019 Accounts receivable, net: Trade $ 66,071 $ 76,370 Unbilled revenue 22,565 23,041 Other (1) 1,421 335 Total accounts receivable 90,057 99,746 Allowance for credit losses ( 275 ) ( 253 ) Total accounts receivable, net $ 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. 91 December 31, 2020 December 31, 2019 Inventories: Finished goods and purchased products $ 5,047 $ 3,982 Work in process 45 813 Raw materials 1,089 1,082 Total inventories $ 6,181 $ 5,877 Estimated Useful Life (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 Total property, plant and equipment 1,909,722 1,854,635 Accumulated depreciation ( 1,422,792 ) ( 1,264,326 ) Total property, plant and equipment, net $ 486,930 $ 590,309 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: Accrued compensation $ 22,475 $ 17,169 Accrued taxes, other than income taxes 3,099 3,152 Other 1,775 1,434 Total accrued liabilities $ 27,349 $ 21,755 7. ACQUISITIONS 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. Action 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. Action's operations are reported as part of our Australia reporting business segment beginning on July 1, 2019, the date of acquisition. 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. In addition, we recognized goodwill of $ 7.9 million. 92 Noralta Description of Transaction . On April 2, 2018, we acquired the equity of Noralta. As a result of the Noralta Acquisition, we expanded our existing accommodations business in the Canadian oil sands market. The total consideration, which is subject to adjustment in accordance with the terms of the definitive agreement, included (i) C$ 207.7 million (or approximately US$ 161.2 million) in cash, subject to customary post-closing adjustments for working capital, indebtedness and transactions expenses, (ii) 2.7 million of our common shares, of which 1.1 million shares are held in escrow and will be released based on certain conditions related to Noralta customer contracts remaining in place, and (iii) 9,679 Class A Series 1 Preferred Shares (the Preferred Shares) with an initial liquidation preference of $ 96.8 million and initially convertible into 2.4 million of our common shares. 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, 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. The Noralta Acquisition was accounted for in accordance with the acquisition method of accounting for business combinations, and accordingly, the results of operations of Noralta were reported in our financial statements as part of our Canada reporting business segment beginning on April 2, 2018, the date of acquisition. During the year ended December 31, 2018, we recorded approximately $ 85.8 million of revenue and $ 31.5 million of gross margin in the accompanying consolidated statements of operations related to the Noralta Acquisition. Calculation of Purchase Consideration . The total purchase consideration received by the Noralta shareholders was based on the cash consideration and fair value of our common shares and Preferred Shares issued on April 2, 2018. The purchase consideration below reflects the fair value of common shares issued, which is based on the closing price on March 29, 2018 (the last business day prior to April 2, 2018) of our common shares of $ 45.24 per share and the estimated fair value of Preferred Shares issued, which are valued at 61 % of the initial liquidation preference of the Preferred Shares of $ 96.8 million. A portion of the consideration paid, $ 11.6 million cash, 0.2 million common shares and 692 Preferred Shares, was initially held in escrow to support certain obligations of the sellers to compensate us for certain increased employee compensation costs expected to be incurred as a result of the union certification of certain classes of Noralta employees. As of April 2, 2018, we expected the escrowed amounts to be released to us within 12 months, and therefore, a receivable of $ 11.6 million related to the cash expected to be released was established. Additionally, no fair value has been allocated to such common shares or Preferred Shares portion of the consideration. As the $ 10.4 million of cash released to us during the fourth quarter of 2018 was less than the cash expected to be released as of April 2, 2018, we recognized a loss equal to the difference, adjusted for exchange rate changes, totaling $ 0.8 million. The loss is included in Other income in the accompanying consolidated statement of operations. The purchase consideration and estimated fair value of Noralta’s net assets acquired as of April 2, 2018 is presented as follows: (In thousands, except per share data) Common shares issued 2,733 Common share price as of March 29, 2018 $ 45.24 Common share consideration $ 123,622 Cash consideration (1) 157,539 Preferred Share consideration 59,042 Total purchase consideration $ 340,203 Less: Common shares held in escrow ( 8,825 ) Less: Cash held in escrow ( 11,607 ) Less: Preferred Shares held in escrow ( 4,221 ) Total purchase consideration $ 315,550 93 (1) Net of $ 3.6 million in cash released to us to cover purchase price adjustments related to a working capital shortfall at closing. Supplemental Pro Forma Financial Information (Unaudited). The following unaudited pro forma supplemental financial information presents the consolidated results of operations of the Company and Noralta as if the Noralta Acquisition had occurred on January 1, 2017. We have adjusted historical financial information to give effect to pro forma items that are directly attributable to the Noralta Acquisition and are expected to have a continuing impact on the consolidated results. These items include adjustments to record the incremental amortization and depreciation expense related to the increase in fair values of the acquired assets, interest expense related to borrowings under the Credit Agreement to fund the Noralta Acquisition and to reclassify certain items to conform to our financial reporting presentation. However, pro forma results do not include any anticipated cost savings or other effects of the planned integration of Noralta. 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): Year Ended December 31, (Unaudited) Pro forma 2018 Revenues $ 501,275 Net loss attributable to Civeo Corporation common shareholders ( 129,900 ) Basic net loss per share attributable to Civeo Corporation common shareholders $ ( 9.96 ) Diluted net loss per share attributable to Civeo Corporation common shareholders $ ( 9.96 ) Included in the pro forma results above are certain adjustments due to the following: (i) increases in depreciation and amortization expense due to acquired intangibles and the increased recorded value of property, plant and equipment, (ii) increases in interest expense due to additional credit facility borrowings to fund the Noralta Acquisition, and (iii) decreases due to the exclusion of transaction costs. Transaction Costs. 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). 94 8. EARNINGS PER SHARE 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 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. Participating securities are allocated a proportional share of net income determined by dividing total weighted average participating securities by the sum of total weighted average common shares and participating securities. We also apply the treasury stock method with respect to certain share based awards in the calculation of diluted earnings per share, if dilutive. 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 Numerator: Net loss attributable to Civeo common shareholders $ ( 136,137 ) $ ( 60,340 ) $ ( 131,832 ) Less: income allocated to participating securities — — — Basic net income loss attributable to Civeo Corporation common shareholders $ ( 136,137 ) $ ( 60,340 ) $ ( 131,832 ) Add: undistributed income attributable to participating securities — — — Less: undistributed income reallocated to participating securities — — — Diluted net loss attributable to Civeo Corporation common shareholders $ ( 136,137 ) $ ( 60,340 ) $ ( 131,832 ) Denominator: Weighted average shares outstanding - basic 14,129 13,921 13,103 Dilutive shares - share based awards — — — Weighted average shares outstanding - diluted 14,129 13,921 13,103 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. When an entity has a net loss from continuing operations, it is prohibited from including potential common shares in the computation of diluted per share amounts. 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, 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. 9. 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 Net income taxes paid (refunds received) 600 1,045 ( 5,271 ) 95 10. GOODWILL AND OTHER INTANGIBLE ASSETS Changes in the carrying amount of goodwill from December 31, 2018 to December 31, 2020 are as follows (in thousands): Canada Australia U.S. Total Goodwill as of December 31, 2018 $ 114,207 $ — $ — $ 114,207 Action acquisition (1) — 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) ( 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. (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, 2020 2019 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization 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 ) 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 — Total intangible assets $ 209,815 $ ( 110,066 ) $ 200,235 $ ( 88,398 ) The weighted average remaining amortization period for all intangible assets, other than indefinite-lived intangibles, was 16.9 years as of December 31, 2020 and 16.8 years as of December 31, 2019. Amortization expense was $ 14.1 million, $ 14.8 million and $ 17.6 million in the years ended December 31, 2020, 2019 and 2018, respectively. 96 As of December 31, 2020, the estimated remaining amortization of our amortizable intangible assets was as follows (in thousands): Year Ending December 31, 2021 $ 6,115 2022 6,115 2023 5,967 2024 5,967 2025 5,879 Thereafter 69,675 Total $ 99,718 11. DEBT As of December 31, 2020 and 2019, long-term debt consisted of the following (in thousands): 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 187,530 224,963 U.S. 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 17,767 — 251,086 359,080 Less: Unamortized debt issuance costs 2,501 2,208 Total debt 248,585 356,872 Less: Current portion of long-term debt, including unamortized debt issuance costs, net 34,585 35,080 Long-term debt, less current maturities $ 214,000 $ 321,792 Scheduled maturities of long-term debt as of December 31, 2020 are as follows (in thousands): Year Ending December 31, 2021 35,052 2022 35,052 2023 180,982 $ 251,086 Credit Agreement 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. subsidiaries, as borrowers; (B) a $ 183.5 million senior secured revolving credit facility in favor of Civeo and certain of our Canadian subsidiaries, as borrowers; 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, 2021 for certain lenders in favor of Civeo. 97 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. U.S. 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; (ii) asset sales; (iii) acquisitions of margin stock; (iv) specified acquisitions; (v) certain restrictive agreements; (vi) transactions with affiliates; 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 3.00 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 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 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. 12. LEASES 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. Included in the measurement of lease liabilities, we paid $ 6.9 million in cash related to operating leases during the year ended December 31, 2020. Right-of-use assets obtained in exchange for new lease obligations related to operating leases during the year ended December 31, 2020 were $ 2.0 million. 98 Supplemental balance sheet information related to leases were as follows (in thousands): December 31, 2020 December 31, 2019 Operating leases Operating lease right-of-use assets $ 22,606 $ 24,876 Other current liabilities $ 4,437 $ 5,543 Operating lease liabilities 19,834 21,231 Total operating lease liabilities $ 24,271 $ 26,774 Weighted average remaining lease term Operating leases 5.7 years 6.2 years Weighted average discount rate Operating leases 5.4 % 5.9 % Maturities of operating lease liabilities at December 31, 2020, were as follows (in thousands): For the years ending December 31, 2021 $ 5,682 2022 5,220 2023 4,525 2024 3,984 2025 3,122 Thereafter 5,811 Total lease payments 28,344 Less imputed interest 4,073 Total $ 24,271 13. RETIREMENT PLANS We sponsor various defined contribution plans. Participation in these plans is available to substantially all employees. 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 We offer a defined contribution retirement plan to our Canadian employees. In Canada, we contribute, on a matched basis, an amount up to 5 % of each Canadian based, salaried employee’s earnings (base salary plus annual incentive compensation) to the legislated maximum for a Deferred Profit Sharing Plan (DPSP). The maximum for 2020 was C$ 13,915 . DPSP is a form of defined contribution retirement savings plan governed by Canadian federal tax legislation which provides for the deferral of tax on deposits and investment returns until removed from the plan to support retirement income. Employer contributions vest upon the completion of two years of service. Employee contributions are required in order to be eligible for the DPSP employer matching. Maximum employer matching ( 5 % noted above) is attained with 6 % employee contribution which would go into a Group Registered Retirement Savings Plan (GRRSP). The two plans work in tandem. Contributions to the “Retirement Savings Plan” for Canadian employees are subject to the annual maximum total registered savings limit of C$ 27,230 in 2020 as set out in the Canadian Tax Act. Australian Retirement Savings Plan Our Australian subsidiary contributes to various defined contribution plans for its employees in accordance with legislation governing the calculation of the Superannuation Guarantee Surcharge (SGC). SGC is contributed by the employer at a rate of 9.5 % of the base salary of an employee, capped at the legislated maximum contribution base which is indexed annually. 99 Our Australian subsidiary makes no investment decisions on behalf of the employee and has no obligations other than to remit the defined contributions to the plan selected by each individual employee. U.S. Retirement Savings Plan We offer a defined contribution 401(k) retirement plan to substantially all of our U.S. employees. Participants may contribute from 1% to 75 % of their base and cash incentive compensation (subject to Internal Revenue Service limitations), and we make matching contributions under this plan on the first 6 % of the participant’s compensation ( 100 % match of the first 4 % employee contribution and 50 % match on the next 2 % contribution). Our matching contributions vest at a rate of 40 % after two years of service and 20 % per year for each of the employee’s next three years of service and are fully vested thereafter. 14. ASSET RETIREMENT OBLIGATIONS AROs at December 31, 2020 and 2019 were (in thousands): 2020 2019 Asset retirement obligations $ 14,993 $ 18,796 Less: Asset retirement obligations due within one year (1) 1,322 3,197 Long-term asset retirement obligations $ 13,671 $ 15,599 (1) 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 Accretion of discount 1,526 1,538 1,689 New obligations — 497 6,629 Change in estimates of existing obligations ( 3,961 ) ( 1,989 ) ( 4,336 ) Settlement of obligations ( 1,771 ) ( 462 ) ( 1,013 ) Foreign currency translation 403 831 ( 1,773 ) Balance as of December 31 $ 14,993 $ 18,796 $ 18,381 15. INCOME TAXES The Company’s operations are conducted through various subsidiaries in a number of countries throughout the world. The Company has provided for income taxes based upon the tax laws and rates in the countries in which operations are conducted and income is earned. Income tax benefit. 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 ) 100 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 Current: Canada $ 391 $ 706 $ ( 1,151 ) Foreign 96 266 1,189 Total $ 487 $ 972 $ 38 Deferred: Canada $ ( 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 % Canadian provincial income tax ( 12,718 ) 8.9 % ( 5,158 ) 7.5 % ( 12,105 ) 10.7 % Effect of foreign income tax, net 1,241 ( 0.9 ) % 55 ( 0.1 ) % ( 1,756 ) 1.6 % Valuation allowance ( 1,355 ) 0.9 % 2,257 ( 3.3 ) % ( 622 ) 0.5 % Enacted tax rate change - Canada — — % ( 2,452 ) 3.5 % — — % 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 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. 101 Deferred Tax Liabilities and Assets. The significant items giving rise to the deferred tax assets and liabilities as of December 31, 2020 and 2019 are as follows (in thousands): 2020 2019 Deferred tax assets: Net operating loss $ 102,650 $ 97,920 Employee benefits 2,269 2,877 Deductible goodwill and other intangibles 55,471 50,024 Land 2,637 2,352 Other reserves 6,701 6,644 Unearned revenue 114 441 Operating lease liabilities 6,027 6,453 Capital losses 1,343 1,056 Other 1,559 2,028 Deferred tax assets 178,771 169,795 Valuation allowance ( 88,251 ) ( 84,503 ) Deferred tax assets, net $ 90,520 $ 85,292 Deferred tax liabilities: Intangibles $ ( 24,359 ) $ ( 26,242 ) Depreciation ( 58,329 ) ( 62,524 ) Operating lease right-of-use assets ( 5,599 ) ( 5,978 ) Deferred tax liabilities ( 88,287 ) ( 94,744 ) Net deferred tax assets (liabilities), net (1) $ 2,233 $ ( 9,452 ) (1) 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): Amount Expiration Period Net operating loss carryforwards: Canada – Federal and provincial $ 221,678 Begins to expire in 2035 Australia 101,607 Does not expire U.S. – Federal 36,030 Begins to expire in 2036 U.S. – Federal 25,603 Does not expire U.S. – State, tax effected 5,742 Begins to expire in 2021 Change in Valuation Allowance. Realization of our deferred tax assets is dependent upon, among other things, our ability to generate taxable income of the appropriate character in the future. Changes in our valuation allowance for the years ended December 31, 2020 and 2019 are as follows (in thousands): Balance as of December 31, 2018 $ ( 82,833 ) Change in income tax provision ( 2,257 ) Other change 499 Foreign currency translation 88 Balance as of December 31, 2019 ( 84,503 ) Change in income tax provision 1,355 Other change 1,663 Foreign currency translation ( 6,766 ) Balance as of December 31, 2020 $ ( 88,251 ) 102 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. At December 31, 2020 and 2019, we had no undistributed earnings of foreign subsidiaries subject to income tax in Canada. Unrecognized Tax Benefits. We file tax returns in the jurisdictions in which they are required. All of these returns are subject to examination or audit and possible adjustment as a result of assessments by taxing authorities. We believe that we have recorded sufficient tax liabilities and do not expect the resolution of any examination or audit of our tax returns to have a material adverse effect on our operating results, financial condition or liquidity. Our Canadian federal tax returns subsequent to 2013 are subject to audit by the Canada Revenue Agency. Our Australian subsidiary’s federal income tax returns subsequent to 2016 are open for review by the Australian Taxation Office. Our U.S. subsidiary’s federal tax returns subsequent to 2017 are subject to audit by the US Internal Revenue Service. The total amount of unrecognized tax benefits as of December 31, 2020, 2019 and 2018 was zero . Unrecognized tax benefits, if recognized, would affect the effective tax rate. We accrue interest and penalties related to unrecognized tax benefits as a component of our provision for income taxes. As of December 31, 2020, 2019 and 2018, we had accrued zero of interest expense and penalties. 16. COMMITMENTS AND CONTINGENCIES We are a party to various pending or threatened claims, lawsuits and administrative proceedings seeking damages or other remedies concerning our commercial operations, products, employees and other matters, including warranty and product liability claims as a result of our products or operations. Although we can give no assurance about the outcome of pending legal and administrative proceedings and the effect such outcomes may have on us, management believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided for or covered by insurance, will not have a material adverse effect on our consolidated financial position, results of operations or liquidity. 17. ACCUMULATED OTHER COMPREHENSIVE LOSS 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 2020 were primarily driven by the Australian dollar and Canadian dollar increasing in value compared to the U.S. dollar. 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. 18. SHARE-BASED COMPENSATION 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 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, 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. Share-based compensation expense recognized in the years ended December 31, 2020, 2019 and 2018 totaled $ 8.4 million, $ 13.9 million and $ 16.4 million, respectively. 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 $ 0.5 million, $ 0.7 million and $ 1.2 million for the years ended December 31, 2020, 2019 and 2018, respectively. 103 Options to Purchase Common Shares No options were awarded in 2020, 2019 or 2018. 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 Average Exercise Price Per Share Weighted Average Contractual Life (Years) Intrinsic Value (Thousands) Outstanding Options at December 31, 2017 12,143 $ 215.59 4.5 $ — 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 $ — Exercisable Options at December 31, 2018 12,143 $ 215.59 3.3 $ — Exercisable Options at December 31, 2019 12,143 $ 215.59 2.3 $ — Exercisable Options at December 31, 2020 10,326 $ 218.83 1.4 $ — As no options were exercised in the last three years , the total intrinsic value of options exercised by our employees during 2020, 2019 and 2018 was zero . Additionally, the tax benefits realized for the tax deduction from options exercised during 2020, 2019 and 2018 totaled zero . At December 31, 2020, unrecognized compensation cost related to options was zero . The following table summarizes information for outstanding options of our employees at December 31, 2020: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding as of December 31, 2020 Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable as of December 31, 2020 Weighted Average Exercise Price $ 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 $ 218.83 104 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: Number of Awards/Units Weighted Average Grant Date Fair Value Per Share 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 The weighted average grant date fair value per share for restricted share awards, restricted share units and deferred share awards granted during 2020, 2019 and 2018 was $ 4.95 , $ 27.50 and $ 41.02 , respectively. 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, 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 Each phantom share award is equal in value to one common share. Upon vesting, each recipient will receive a lump sum cash payment equal to the fair market value of a common share on the respective vesting date. These awards are accounted for as a liability that is remeasured at each reporting date until paid. The following table presents the changes in phantom share awards outstanding and related information for our employees during the years ended December 31, 2020, 2019 and 2018: Number of Awards Nonvested shares at December 31, 2017 379,370 Granted — 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 458,175 105 At December 31, 2020, the balance of the liability for the phantom share awards was $ 2.2 million. For the years ended December 31, 2020, 2019 and 2018, we made phantom share cash payments of $ 0.9 million, $ 5.3 million and $ 8.2 million, respectively. 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 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 We grant performance awards, which cliff vest in three years subject to attainment of applicable performance criteria. 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 (TSR) rank among a peer group of other companies. 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. The fair value of each performance share award was estimated using a Monte Carlo simulation pricing model that uses the assumptions noted in the following table. The risk-free interest rate is based on the U.S. Treasury yield curve in effect for the expected term of the performance share at the time of grant. The dividend yield on our common shares was assumed to be zero since we do not currently pay dividends. The expected market price volatility of our common shares was based on an estimate that considers the historical and implied volatility of our common shares as well as a peer group of companies over a time period equal to the expected term of the option. 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. 2019 2018 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: Number of Awards Weighted Average Grant Date Fair Value Per Share Nonvested shares at December 31, 2017 222,959 $ 42.86 Granted 70,736 63.60 Vested — — 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 Granted — — Performance adjustment (2) 47,101 62.40 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. 106 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, 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. 19. 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 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, 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. The Preferred Shares are convertible into our common shares at a conversion price of $ 39.60 per Preferred Share, subject to certain anti-dilution adjustments (the Conversion Price). We have the right to elect to convert the Preferred Shares into our common shares if the 15-day volume weighted average price of our common shares is equal to or exceeds the Conversion Price. Holders of the Preferred Shares will have the right to convert the Preferred Shares into our common shares at any time after 2 years from the date of issuance, and the Preferred Shares mandatorily convert after 5 years from the date of issuance. The Preferred Shares also convert automatically into our common shares upon a change of control of Civeo. We may, at any time and from time to time, redeem any or all of the Preferred Shares for cash at the liquidation preference, plus accrued and unpaid dividends. The Preferred Shares do not have voting rights, except as statutorily required. 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 In-kind dividends 1,887 1,849 1,459 Deemed dividend on beneficial conversion feature related to in-kind dividend — — 281 Total preferred dividends $ 1,887 $ 1,849 $ 49,589 At the time the Preferred Shares were issued, we determined that a beneficial conversion feature existed as the fair value of the securities into which the Preferred Shares were convertible was greater than the effective conversion price on the issuance date. Accordingly, we recorded a beneficial conversion feature of $ 47.8 million. As the Preferred Shares do not have a stated redemption date, the discount is required to be recognized as a dividend over the minimum period from the date of issuance through the date of earliest conversion. Because the 15-day volume weighted average price of our common shares was greater than $ 39.60 on April 2, 2018, the earliest conversion date was determined to be April 2, 2018. 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 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. 107 20. 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 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): Total Revenues Depreciation and amortization Operating (loss) income Capital expenditures Total assets 2020 Canada $ 269,649 $ 52,009 $ ( 146,435 ) $ 2,201 $ 720,482 Australia 234,542 40,747 27,804 5,470 281,180 U.S. 25,538 3,240 ( 23,151 ) 1,557 26,801 Corporate and eliminations — 551 ( 5,406 ) 855 ( 287,610 ) Total $ 529,729 $ 96,547 $ ( 147,188 ) $ 10,083 $ 740,853 2019 Canada $ 325,651 $ 66,557 $ ( 32,313 ) $ 22,124 $ 850,361 Australia 156,093 39,116 517 3,456 278,268 U.S. 45,811 10,987 ( 11,214 ) 3,104 46,862 Corporate and eliminations — 7,108 ( 6,041 ) 1,128 ( 205,579 ) Total $ 527,555 $ 123,768 $ ( 49,051 ) $ 29,812 $ 969,912 2018 Canada $ 296,012 $ 66,980 $ ( 63,519 ) $ 6,025 $ 804,618 Australia 119,238 40,441 ( 1,950 ) 4,658 292,271 U.S. 51,442 10,626 ( 8,640 ) 5,388 60,282 Corporate and eliminations — 7,799 ( 13,946 ) 1,037 ( 155,494 ) 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. 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. and Other Total 2020 Revenues from unaffiliated customers $ 269,649 $ 234,542 $ 25,538 $ 529,729 Long-lived assets 368,636 229,629 23,375 621,640 2019 Revenues from unaffiliated customers $ 325,651 $ 156,093 $ 45,811 $ 527,555 Long-lived assets 558,310 242,002 38,159 838,471 2018 Revenues from unaffiliated customers $ 296,012 $ 119,238 $ 51,442 $ 466,692 Long-lived assets 580,644 263,094 50,142 893,880 108 21. VALUATION ACCOUNTS Activity in the valuation accounts was as follows (in thousands): Balance at Beginning of Period Charged (Reduction) to Costs and Expenses Deductions (Net of Recoveries) Translation and Other, Net Balance at End of Period Year Ended December 31, 2020: 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 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 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 22. QUARTERLY FINANCIAL INFORMATION (UNAUDITED) The following table summarizes quarterly financial information for 2020 and 2019 (in thousands, except per share amounts): First Quarter (3) Second Quarter (4) Third Quarter (5) Fourth Quarter (6) 2020 Revenues $ 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 ) 2019 Revenues $ 108,550 $ 122,153 $ 148,163 $ 148,689 Gross profit (1) 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. (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: • 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. 109 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. The charge is included in Impairment expense on the accompanying consolidated statements of operations. • We identified a liability related to an ARO at one of our villages in Australia that should have been recorded in 2011. 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 2020. Specifically, we recorded: (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. (5) In the third quarter of 2020, there were no significant items recognized. In the third quarter of 2019, we recognized the following items: • A gain on sale of assets related to the sale of a village in Australia and related $ 2.2 million release of an ARO liability assumed by the buyer. • 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. (6) In the fourth quarter of 2020, there were no significant items recognized. In the fourth quarter of 2019, we recognized the following items: • Goodwill impairment loss of $ 19.9 million ($ 19.9 million after-tax, or $ 1.42 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 $ 0.7 million ($ 0.5 million after-tax, or $ 0.04 per diluted share), related to assets in our Canada segment. The charge is included in Impairment expense on the accompanying consolidated statements of operations. • 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. Amounts are calculated independently for each of the quarters presented. Therefore, the sum of the quarterly amounts may not equal the total calculated for the year. 110