4 unchanged sentences
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2020 2019 2020 2019
Service and other $ 121,996 $ 129,399
11 unchanged sentences
135,331 287,861
−Removed: Operating income (loss) 7,090 2,876 ( 143,820 ) ( 27,073 )
+Added: Operating loss ( 9,901 ) ( 149,069 )
Interest expense ( 3,362 ) ( 5,595 )
−Removed: Loss on extinguishment of debt ( 383 ) — ( 383 ) —
Interest income — 16
Other income 4,914 25
−Removed: Income (loss) before income taxes 7,603 ( 1,573 ) ( 140,069 ) ( 40,795 )
+Added: Loss before income taxes ( 8,349 ) ( 154,623 )
Income tax (expense) benefit ( 1,076 ) 8,811
−Removed: Net income (loss) 7,423 5,056 ( 131,560 ) ( 26,832 )
+Added: Net loss ( 9,425 ) ( 145,812 )
Net income attributable to noncontrolling interest 59 258
−Removed: Net income (loss) attributable to Civeo Corporation 6,989 4,996 ( 132,474 ) ( 26,892 )
+Added: Net loss attributable to Civeo Corporation ( 9,484 ) ( 146,070 )
Dividends attributable to Class A preferred shares 478 468
−Removed: Net income (loss) attributable to Civeo common shareholders $ 6,517 $ 4,532 $ ( 133,885 ) $ ( 28,276 )
+Added: Net loss attributable to Civeo common shareholders $ ( 9,962 ) $ ( 146,538 )
Per Share Data (see Note 7) (1)
−Removed: Basic net income (loss) per share attributable to Civeo Corporation common shareholders $ 0.03 $ 0.02 $ ( 0.79 ) $ ( 0.17 )
−Removed: Diluted net income (loss) per share attributable to Civeo Corporation common shareholders $ 0.03 $ 0.02 $ ( 0.79 ) $ ( 0.17 )
+Added: Basic net loss per share attributable to Civeo Corporation common shareholders $ ( 0.70 ) $ ( 10.43 )
+Added: Diluted net loss per share attributable to Civeo Corporation common shareholders $ ( 0.70 ) $ ( 10.43 )
Weighted average number of common shares outstanding:
1 unchanged sentence
Diluted 14,211 14,043
+Added: (1) Reflects our 1-for-12 reverse share split that became effective November 19, 2020.
+Added: See Note 1 - Description of Business and Basis of Presentation to the notes to the unaudited consolidated financial statements included in Item 1 of this quarterly report for further discussion.
The accompanying notes are an integral part of these financial statements.
3 unchanged sentences
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2020 2019 2020 2019
−Removed: Net income (loss) $ 7,423 $ 5,056 $ ( 131,560 ) $ ( 26,832 )
+Added: Net loss $ ( 9,425 ) $ ( 145,812 )
Other comprehensive income (loss), net of taxes:
1 unchanged sentence
( 1,627 ) ( 48,541 )
−Removed: Total other comprehensive income (loss), net of taxes 11,131 ( 12,096 ) ( 8,025 ) ( 5,633 )
−Removed: Comprehensive income (loss) 18,554 ( 7,040 ) ( 139,585 ) ( 32,465 )
+Added: Total other comprehensive loss, net of taxes ( 1,627 ) ( 48,541 )
+Added: Comprehensive loss ( 11,052 ) ( 194,353 )
Comprehensive income attributable to noncontrolling interest 49 163
−Removed: Comprehensive incom e (loss) att ributable to Civeo Corporation
+Added: Comprehensive loss att ributable to Civeo Corporation
$ ( 11,101 ) $ ( 194,516 )
3 unchanged sentences
(In Thousands, Excluding Share Amounts)
−Removed: September 30, 2020 December 31, 2019
+Added: March 31, 2021 December 31, 2020
Current assets:
22 unchanged sentences
Long-term debt, less current maturities 200,756 214,000
−Removed: Deferred income taxes — 9,452
Operating lease liabilities 18,941 19,834
5 unchanged sentences
50,000,000 shares authorized, 9,042 shares issued and outstanding, respectively;
−Removed: aggregate liquidation preference of $ 95,039 and $ 93,627 as of September 30, 2020 and December 31, 2019)
+Added: aggregate liquidation preference of $ 95,991,601 and $ 95,514,031 as of March 31, 2021 and December 31, 2020)
60,494 60,016
10 unchanged sentences
Total liabilities and shareholders’ equity $ 710,178 $ 740,853
+Added: (1) Reflects our 1-for-12 reverse share split that became effective November 19, 2020.
+Added: See Note 1 - Description of Business and Basis of Presentation to the notes to the unaudited consolidated financial statements included in Item 1 of this quarterly report for further discussion.
The accompanying notes are an integral part of these financial statements.
13 unchanged sentences
Shareholders’
−Removed: Balance, June 30, 2019 $ 57,200 $ — $ 1,567,162 $ ( 744,058 ) $ ( 5,472 ) $ ( 364,786 ) $ — $ 510,046
−Removed: Net income (loss) — — — 4,996 — — 60 5,056
−Removed: Currency translation adjustment — — — — — ( 12,096 ) — ( 12,096 )
−Removed: Dividends paid — — — — — — ( 60 ) ( 60 )
−Removed: Dividends attributable to Class A preferred shares 464 — — ( 464 ) — — — —
−Removed: Share-based compensation — — 2,572 — — — — 2,572
−Removed: Balance, September 30, 2019 $ 57,664 $ — $ 1,569,734 $ ( 739,526 ) $ ( 5,472 ) $ ( 376,882 ) $ — $ 505,518
−Removed: Balance, June 30, 2020 $ 59,068 $ — $ 1,575,788 $ ( 911,992 ) $ ( 6,930 ) $ ( 382,315 ) $ 624 $ 334,243
−Removed: Net income (loss) — — — 6,989 — — 434 7,423
−Removed: Currency translation adjustment — — — — — 11,103 28 11,131
−Removed: Dividends paid — — — — — — ( 450 ) ( 450 )
−Removed: Dividends attributable to Class A preferred shares 472 — — ( 472 ) — — — —
−Removed: Share-based compensation — — 1,265 — — — — 1,265
−Removed: Balance, September 30, 2020 $ 59,540 $ — $ 1,577,053 $ ( 905,475 ) $ ( 6,930 ) $ ( 371,212 ) $ 636 $ 353,612
Balance, December 31, 2019 $ 58,129 $ — $ 1,572,249 $ ( 771,590 ) $ ( 5,472 ) $ ( 363,173 ) $ 662 $ 490,805
2 unchanged sentences
Dividends paid — — — — — — ( 273 ) ( 273 )
−Removed: Cumulative effect of implementation of ASU 2014-09
−Removed: — — — ( 699 ) — — — ( 699 )
Dividends attributable to Class A preferred shares 468 — — ( 468 ) — — — —
Share-based compensation — — 2,208 — ( 1,442 ) — — 766
−Removed: Balance, September 30, 2019 $ 57,664 $ — $ 1,569,734 $ ( 739,526 ) $ ( 5,472 ) $ ( 376,882 ) $ — $ 505,518
+Added: Balance, March 31, 2020 $ 58,597 $ — $ 1,574,457 $ ( 918,128 ) $ ( 6,914 ) $ ( 411,619 ) $ 552 $ 296,945
Balance, December 31, 2020 $ 60,016 $ — $ 1,578,315 $ ( 907,727 ) $ ( 6,930 ) $ ( 348,989 ) $ 672 $ 375,357
4 unchanged sentences
Share-based compensation — — 1,027 — ( 1,120 ) — — ( 93 )
−Removed: Balance, September 30, 2020 $ 59,540 $ — $ 1,577,053 $ ( 905,475 ) $ ( 6,930 ) $ ( 371,212 ) $ 636 $ 353,612
−Removed: thousands) Common
+Added: Balance, March 31, 2021 $ 60,494 $ — $ 1,579,342 $ ( 917,689 ) $ ( 8,050 ) $ ( 350,606 ) $ 648 $ 364,139
+Added: Shares Common
+Added: thousands) (1)
Balance, December 31, 2020 9,042 14,215
Share-based compensation — 78
−Removed: Balance, September 30, 2020 9,042 170,582
+Added: Balance, March 31, 2021 9,042 14,293
+Added: (1) Reflects our 1-for-12 reverse share split that became effective November 19, 2020.
+Added: See Note 1 - Description of Business and Basis of Presentation to the notes to the unaudited consolidated financial statements included in Item 1 of this quarterly report for further discussion.
The accompanying notes are an integral part of these financial statements.
2 unchanged sentences
(In Thousands)
−Removed: Nine Months Ended
−Removed: September 30,
+Added: Three Months Ended
Cash flows from operating activities:
3 unchanged sentences
Impairment charges — 144,120
−Removed: Loss on extinguishment of debt 383 —
−Removed: Deferred income tax benefit ( 8,941 ) ( 14,732 )
+Added: Deferred income tax expense (benefit) 1,041 ( 8,941 )
Non-cash compensation charge 1,027 2,208
Gains on disposals of assets ( 1,902 ) ( 21 )
−Removed: Provision (benefit) for loss on receivables, net of recoveries 45 ( 39 )
+Added: Provision for credit losses, net of recoveries 193 54
Other, net 716 693
8 unchanged sentences
Capital expenditures ( 3,372 ) ( 2,651 )
−Removed: Payments related to acquisitions, net of cash acquired — ( 16,439 )
Proceeds from disposition of property, plant and equipment 6,651 72
−Removed: Other, net 4,619 1,762
Net cash flows provided by (used in) investing activities 3,279 ( 2,579 )
3 unchanged sentences
Term loan repayments ( 8,872 ) ( 8,109 )
−Removed: Debt issuance costs ( 2,583 ) ( 1,950 )
Taxes paid on vested shares ( 1,120 ) ( 1,442 )
12 unchanged sentences
Description of the Business
−Removed: We are a hospitality company servicing the natural resources industry in Canada, Australia and the U.S.
−Removed: We provide a full suite of hospitality services for our guests, including lodging, food service, housekeeping and maintenance at accommodation facilities that we or our customers own.
+Added: We provide hospitality services to the natural resources industry in Canada, Australia and the U.S.
+Added: 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.
−Removed: We primarily operate in some of the world’s most active oil, metallurgical (met) coal and iron ore producing regions, and our customers include major and independent oil and gas companies, mining companies, engineering companies and oilfield and mining service companies.
+Added: 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.
+Added: Reverse Share Split
+Added: On November 19, 2020, we effected a reverse share split where each twelve issued and outstanding common shares were
+Added: converted into one common share.
+Added: Our common shares began trading on a reverse share split adjusted basis on November 19, 2020.
+Added: A total of 14,215,169 common shares were issued and outstanding immediately after the reverse share split.
+Added: No fractional shares were outstanding following the reverse share split.
+Added: 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.
+Added: The reverse share split did not affect the number of authorized or issued and outstanding shares of our preferred shares.
+Added: 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).
+Added: 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.
Basis of Presentation
8 unchanged sentences
If the underlying estimates and assumptions upon which the financial statements are based change in future periods, actual amounts may differ from those included in the accompanying consolidated financial statements.
+Added: CIVEO CORPORATION
+Added: NOTES TO UNAUDITED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
The financial statements included in this report should be read in conjunction with our audited financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2020.
2 unchanged sentences
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.
−Removed: In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” (ASU 2016-13).
−Removed: 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.
−Removed: ASU 2016-13 is effective for financial statements issued for reporting periods beginning after December 15, 2019 and interim periods within the reporting periods.
−Removed: We adopted ASU 2016-13 as of January 1, 2020.
−Removed: The adoption of this new standard did not have a material impact on our consolidated financial statements.
−Removed: CIVEO CORPORATION
−Removed: NOTES TO UNAUDITED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
+Added: In December 2019, the FASB issued Accounting Standards Update (ASU) 2019-12, Income Taxes (Topic 740):
+Added: Simplifying the Accounting for Income Taxes.
+Added: The amendments in ASU 2019-12 remove certain exceptions to the general principles in Accounting Standards Codification Topic 740.
+Added: The amendments also clarify and amend existing guidance to improve consistent application.
+Added: The amendments are effective for financial statements issued for reporting periods beginning after December 15, 2020 and interim periods within the reporting periods.
+Added: The transition method (retrospective, modified retrospective or prospective basis) related to the amendments depends on the applicable guidance, and all amendments for which there is no transition guidance specified are to be applied on a prospective basis.
+Added: We adopted ASU 2019-12 on January 1, 2021 and have applied the prospective basis.
+Added: The adoption of this new standard did not have an impact on our consolidated financial statements.
The following table disaggregates our revenue by our three reportable segments:
1 unchanged sentence
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2020 2019 2020 2019
Accommodation revenues $ 46,530 $ 66,066
1 unchanged sentence
Food service and other services revenues 4,856 10,774
−Removed: Manufacturing revenues — — — 1,014
Total Canada revenues 61,885 79,348
10 unchanged sentences
The term between invoicing and when our performance obligations are satisfied is not significant.
−Removed: Payment terms are generally within 30 days.
+Added: Payment terms are generally within 30 days and do not extend beyond 60 days, unless otherwise agreed to.
We do not have significant financing components or significant payment terms.
−Removed: As of September 30, 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 (in thousands):
+Added: As of March 31, 2021, 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.
+Added: The table only includes revenue expected to be recognized from contracts where the quantity of service is certain (in thousands):
+Added: CIVEO CORPORATION
+Added: NOTES TO UNAUDITED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
For the years ending December 31,
2021 2022 2023 Thereafter Total
−Removed: Revenue expected to be recognized as of September 30, 2020 $ 33,002 $ 61,031 $ 29,120 $ 11,820 $ 134,973
+Added: Revenue expected to be recognized as of March 31, 2021 $ 85,246 $ 79,365 $ 16,194 $ 1,992 $ 182,797
+Added: We applied the practical expedient and do not disclose consideration for remaining performance obligations with an original expected duration of one year or less.
+Added: In addition, we do not estimate revenues expected to be recognized related to unsatisfied performance obligations for contracts without minimum room commitments.
+Added: 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.
FAIR VALUE MEASUREMENTS
1 unchanged sentence
We believe that the carrying values of these instruments on the accompanying consolidated balance sheets approximate their fair values.
−Removed: As of September 30, 2020 and December 31, 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.
+Added: As of March 31, 2021 and December 31, 2020, 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.
−Removed: During the first quarter of 2020 and the second and fourth quarters of 2019, we wrote down certain long-lived assets to fair value.
−Removed: We also recorded goodwill impairment charges related to one of our reporting units during the first quarter of 2020 and one of our reporting units during the fourth quarter of 2019.
−Removed: 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
−Removed: CIVEO CORPORATION
−Removed: NOTES TO UNAUDITED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
−Removed: circumstances that might directly impact each of the relevant asset groups’ operations in the future and are therefore uncertain.
−Removed: We estimated the fair value when conducting the goodwill impairment and long-lived asset impairment tests primarily using an income approach.
−Removed: The discount rates used to value our reporting units for the interim goodwill impairment test, as well as the Canadian and U.S.
−Removed: segments long-lived asset impairment analysis ranged between 10.5 % and 14.0 %.
+Added: During the first quarter of 2020, we recorded goodwill impairment charges related to one of our reporting units.
+Added: 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.
−Removed: 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.
+Added: We estimated the fair value when conducting the goodwill impairment test primarily using an income approach.
+Added: The discount rates used to value our reporting units for the goodwill impairment test ranged between 10.5 % and 14.0 %.
+Added: During the first quarter of 2020, we wrote down certain long-lived assets to fair value.
+Added: We estimated the fair value when conducting the long-lived asset impairment tests primarily using an income approach.
+Added: We used a variety of unobservable inputs and underlying assumptions consistent with those discussed above for purposes of our goodwill impairment test.
+Added: The discount rates used to value our Canadian and U.S.
+Added: segments long-lived asset impairment analysis ranged between 11.0 % and 14.0 %.
See Note 6 – Impairment Charges for further information.
−Removed: During the third quarter of 2019, we acquired Action Industrial Catering (Action) and recorded the assets acquired and liabilities assumed at fair value.
−Removed: Determining the fair value of these assets and liabilities required the exercise of significant judgment, including the amount and timing of expected future cash flows, long-term growth rates and discount rates.
−Removed: 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.
−Removed: See Note 7 – Acquisitions for further information.
DETAILS OF SELECTED BALANCE SHEET ACCOUNTS
−Removed: Additional information regarding selected balance sheet accounts at September 30, 2020 and December 31, 2019 is presented below (in thousands):
−Removed: September 30, 2020 December 31, 2019
+Added: Additional information regarding selected balance sheet accounts at March 31, 2021 and December 31, 2020 is presented below (in thousands):
+Added: March 31, 2021 December 31, 2020
Accounts receivable, net:
1 unchanged sentence
Unbilled revenue 26,122 22,565
−Removed: Other (1) 2,357 335
Total accounts receivable 88,241 90,057
1 unchanged sentence
Total accounts receivable, net $ 87,783 $ 89,782
−Removed: (1) As of September 30, 2020, Other accounts receivable includes a $ 2.4 million receivable related to the Canada Emergency Wage Subsidy (CEWS), a subsidy implemented by the Canadian government in response to the COVID-19 pandemic.
−Removed: Other income related to the CEWS during the three and nine months ended September 30, 2020 was $ 3.6 million and $ 9.7 million, respectively.
−Removed: September 30, 2020 December 31, 2019
+Added: CIVEO CORPORATION
+Added: NOTES TO UNAUDITED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
+Added: (1) As of March 31, 2021 and December 31, 2020, Other accounts receivable included a $ 1.7 million and $ 1.1 million receivable, respectively, related to the Canada Emergency Wage Subsidy (CEWS), a subsidy implemented by the Canadian government in response to the COVID-19 pandemic.
+Added: Other income related to the CEWS during the three months ended March 31, 2021 and 2020 was $ 2.8 million and zero , respectively.
+Added: March 31, 2021 December 31, 2020
Finished goods and purchased products $ 4,944 $ 5,047
2 unchanged sentences
Total inventories $ 6,677 $ 6,181
−Removed: CIVEO CORPORATION
−Removed: NOTES TO UNAUDITED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
−Removed: (in years) September 30, 2020 December 31, 2019
+Added: (in years) March 31, 2021 December 31, 2020
Property, plant and equipment, net:
9 unchanged sentences
Total property, plant and equipment, net $ 468,961 $ 486,930
−Removed: During the second quarter of 2020, we reclassified $ 6.6 million of assets held for sale back into property, plant and equipment due to no longer meeting the accounting requirements of held for sale assets.
−Removed: September 30, 2020 December 31, 2019
+Added: As of December 31, 2020, assets held for sale included $ 3.9 million related to our modular construction and manufacturing plant near Edmonton, Alberta, Canada.
+Added: During the first quarter 2021, the manufacturing facility was sold.
+Added: March 31, 2021 December 31, 2020
Accrued liabilities:
13 unchanged sentences
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.
+Added: CIVEO CORPORATION
+Added: NOTES TO UNAUDITED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
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.
4 unchanged sentences
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.
−Removed: 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
−Removed: CIVEO CORPORATION
−Removed: NOTES TO UNAUDITED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
+Added: 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.
3 unchanged sentences
We recorded impairment expense of $ 12.4 million during the first quarter of 2020 related to our U.S.
−Removed: Quarter ended June 30, 2019 .
−Removed: 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.
−Removed: We assessed the carrying values of the related assets to determine if they continued to be recoverable based on estimated future cash flows.
−Removed: 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.
−Removed: Accordingly, the assets were written down to their estimated fair values of $ 0.5 million.
−Removed: As a result of the analysis described above, we recorded impairment expense of $ 4.5 million.
−Removed: Additionally, during the second quarter of 2019, we identified a liability related to an asset retirement obligation (ARO) at one of our villages in Australia that should have been recorded in 2011.
−Removed: 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.
−Removed: Specifically, we recorded the following amounts in the second quarter 2019 unaudited consolidated statement of operations related to prior periods:
−Removed: (i) additional accretion expense related to the ARO of $ 0.9 million, (ii) additional depreciation and amortization expense of $ 0.5 million related to amortization of the related asset retirement cost and (iii) 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.
−Removed: On July 1, 2019, we acquired Action, a provider of catering and managed services to the mining industry in Western Australia.
−Removed: 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.
−Removed: Action's operations are reported as part of our Australia reporting business segment beginning on July 1, 2019, the date of acquisition.
−Removed: 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.
−Removed: Our estimates of the fair value for such assets and liabilities required significant assumptions and judgment.
−Removed: Based on the final purchase price allocation, intangible assets acquired totaled $ 8.4 million and consisted primarily of customer contracts and a trade name.
−Removed: In addition, we recognized goodwill of $ 7.9 million.
−Removed: On April 2, 2018, we acquired Noralta Lodge Ltd.
−Removed: During the second quarter of 2020, $ 5.0 million in cash was released to us from escrow to cover certain agreed upon indemnification claims.
−Removed: As a result of this settlement, we recorded $ 4.7 million in Other income in the accompanying unaudited consolidated statements of operations for the nine months ended September 30, 2020.
−Removed: CIVEO CORPORATION
−Removed: NOTES TO UNAUDITED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
EARNINGS PER SHARE
+Added: 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.
+Added: 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 Class A preferred shares.
1 unchanged sentence
We also apply the treasury stock method with respect to certain share-based awards in the calculation of diluted earnings per share, if dilutive.
+Added: CIVEO CORPORATION
+Added: NOTES TO UNAUDITED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
The calculation of earnings per share attributable to Civeo common shareholders is presented below for the periods indicated (in thousands, except per share amounts):
−Removed: Three Months Ended September 30, Nine Months Ended September 30,
−Removed: 2020 2019 2020 2019
−Removed: Net income (loss) attributable to Civeo common shareholders $ 6,517 $ 4,532 $ ( 133,885 ) $ ( 28,276 )
+Added: Three Months Ended March 31,
+Added: Net loss attributable to Civeo common shareholders $ ( 9,962 ) $ ( 146,538 )
income allocated to participating securities — —
−Removed: Basic net income (loss) attributable to Civeo Corporation common shareholders $ 5,573 $ 3,879 $ ( 133,885 ) $ ( 28,276 )
+Added: Basic net loss attributable to Civeo Corporation common shareholders $ ( 9,962 ) $ ( 146,538 )
undistributed income attributable to participating securities — —
undistributed income reallocated to participating securities — —
−Removed: Diluted net income (loss) attributable to Civeo Corporation common shareholders $ 5,575 $ 3,881 $ ( 133,885 ) $ ( 28,276 )
+Added: Diluted net loss attributable to Civeo Corporation common shareholders $ ( 9,962 ) $ ( 146,538 )
Weighted average shares outstanding - basic 14,211 14,043
1 unchanged sentence
Weighted average shares outstanding - diluted 14,211 14,043
−Removed: Basic net income (loss) per share attributable to Civeo Corporation common shareholders (1) $ 0.03 $ 0.02 $ ( 0.79 ) $ ( 0.17 )
−Removed: Diluted net income (loss) per share attributable to Civeo Corporation common shareholders (1) $ 0.03 $ 0.02 $ ( 0.79 ) $ ( 0.17 )
+Added: Basic net loss per share attributable to Civeo Corporation common shareholders (1)
+Added: $ ( 0.70 ) $ ( 10.43 )
+Added: Diluted net loss per share attributable to Civeo Corporation common shareholders (1)
+Added: $ ( 0.70 ) $ ( 10.43 )
(1) Computations may reflect rounding adjustments.
−Removed: For the three months ended September 30, 2020 and 2019, we excluded 2.4 million and 4.5 million share-based awards, respectively, from the computation of diluted earnings per share because their effect was anti-dilutive.
+Added: For the three months ended March 31, 2021 and 2020, we excluded 0.2 million and 0.5 million share-based awards, respectively, from the computation of diluted earnings per share because their effect was anti-dilutive.
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.
−Removed: For the nine months ended September 30, 2020 and 2019, we excluded from the computation of diluted loss per share 4.9 million and 6.9 million share-based awards, respectively, since the effect would have been anti-dilutive.
−Removed: Additionally, for the three and nine months ended September 30, 2020 and 2019, we excluded from the computation the impact of converting the Preferred Shares into 28.8 million and 28.2 million common shares, respectively, since the effect would have been anti-dilutive.
+Added: Additionally, for the three months ended March 31, 2021 and 2020, we excluded from the computation the impact of converting the Preferred Shares into 2.4 million and 2.4 million common shares, respectively, since the effect would have been anti-dilutive.
CIVEO CORPORATION
1 unchanged sentence
FINANCIAL STATEMENTS
−Removed: As of September 30, 2020 and December 31, 2019, long-term debt consisted of the following (in thousands):
−Removed: September 30, 2020 December 31, 2019
+Added: As of March 31, 2021 and December 31, 2020, long-term debt consisted of the following (in thousands):
+Added: March 31, 2021 December 31, 2020
Canadian term loan, which matures on May 30, 2023;
−Removed: 3.125 % of aggregate principal repayable per quarter;
−Removed: weighted average interest rate of 4.0 % for the nine month period ended September 30, 2020
+Added: C$ 11.2 million principal repayable per quarter;
+Added: weighted average interest rate of 4.0 % for the three month period ended March 31, 2021
$ 180,997 $ 187,530
−Removed: revolving credit facility, which matures on May 30, 2023, weighted average interest rate of 5.6 % for the nine month period ended September 30, 2020
−Removed: Canadian revolving credit facility, which matures on May 30, 2023, weighted average interest rate of 4.2 % for the nine month period ended September 30, 2020
+Added: revolving credit facility, which matures on May 30, 2023;
+Added: weighted average interest rate of 5.8 % for the three month period ended March 31, 2021
+Added: Canadian revolving credit facility, which matures on May 30, 2023;
+Added: weighted average interest rate of 4.5 % for the three month period ended March 31, 2021
40,317 45,789
−Removed: Australian revolving credit facility, which matures on May 30, 2023, weighted average interest rate of 3.6 % for the nine month period ended September 30, 2020
+Added: Australian revolving credit facility, which matures on May 30, 2023;
+Added: weighted average interest rate of 3.6 % for the three month period ended March 31, 2021
16,746 17,767
+Added: 238,060 251,086
Unamortized debt issuance costs 2,257 2,501
2 unchanged sentences
Long-term debt, less current maturities $ 200,756 $ 214,000
−Removed: We did not have any capitalized interest to net against interest expense for the three and nine months ended September 30, 2020 or 2019.
−Removed: Amended Credit Agreement
−Removed: As of December 31, 2019, our Credit Agreement, as then amended, provided for:
−Removed: (i) a $ 263.5 million revolving credit facility scheduled to mature on November 30, 2021 for certain lenders, allocated as follows:
+Added: Credit Agreement
+Added: As of March 31, 2021, our Credit Agreement (as then amended to date, the Credit Agreement) provided for:
+Added: (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.
2 unchanged sentences
and (C) a $ 35.0 million senior secured revolving credit facility in favor of one of our Australian subsidiaries, as borrower;
−Removed: and (ii) a $ 285.4 million term loan facility scheduled to mature on November 30, 2021 for certain lenders in favor of Civeo.
−Removed: On September 3, 2020, the third amendment to the Credit Agreement (as so amended, the Amended Credit Agreement) became effective, which, among other things:
−Removed: • Extended the maturity date by 18 months of the commitments and loans of each lender remaining a lender following the effectiveness of the Amended Credit Agreement to May 30, 2023.
−Removed: Certain lenders are not extending the maturity date of their commitments and loans;
−Removed: the loans of the non-extending lenders were paid in full primarily with borrowings under the facility, and their commitments terminated on the date the Amended Credit Agreement became effective.
−Removed: • Increased the margin applicable to loans and the commitment fee payable on the commitments of the lenders.
−Removed: Prior to entering into the Amended Credit Agreement, (i) the margin applicable to Eurocurrency loans, BBSY rate loans and B/A loans ranged from 2.25 % to 4.00 %, (ii) the margin applicable to ABR loans, Canadian Prime rate loans and U.S.
−Removed: Base rate loans ranged from 1.25 % to 3.00 % and (iii) the commitment fee ranged from 0.51 % to 0.90 %, in each case increasing as the total leverage ratio of the parent borrower and its subsidiaries increased from less than 2.00 to 1.00 to greater than 4.00 to 1.00.
−Removed: Following entry into the Amended Credit Agreement, these ranges have increased to (i) 3.50 % to 4.50 %, (ii) 2.50 % to 3.50 % and (iii) 0.875 % to 1.125 %, respectively, in each case as the total leverage ratio increases from less than 2.50 to 1.00 to greater than 3.50 to 1.00.
−Removed: CIVEO CORPORATION
−Removed: NOTES TO UNAUDITED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
−Removed: • Decreased (i) the U.S.
−Removed: revolving commitments from $ 20.0 million to $ 10.0 million, (ii) the maximum permitted amount of U.S.
−Removed: L/C exposure from $ 15.0 million to $ 10.0 million to match the reduction in the U.S.
−Removed: revolving commitments, (iii) the Canadian revolving commitments from $ 183.5 million to $ 122.3 million and (iv) the Australian revolving commitments from $ 60.0 million to $ 35.0 million.
−Removed: We are required to maintain, if a qualified offering of indebtedness with gross proceeds in excess of $ 150 million has been consummated, a maximum leverage ratio of 4.00 to 1.00 and, if such qualified offering has not been consummated, a maximum leverage ratio not to exceed the ratios set forth in the following table:
−Removed: Period Ended Maximum Leverage Ratio
−Removed: September 30, 2020 3.75 :
−Removed: December 31, 2020 and thereafter 3.50 :
−Removed: 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).
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The Amended Credit Agreement contains customary affirmative and negative covenants that, among other things, limit or restrict:
+Added: and (ii) a $ 194.8 million term loan facility scheduled to mature on May 30, 2023 for certain lenders in favor of Civeo.
+Added: dollar amounts outstanding under the facilities provided by the 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 Credit Agreement).
+Added: Canadian dollar amounts outstanding bear interest at a variable rate equal to a Bankers’ Acceptance Discount Rate (as defined in the 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.
+Added: Australian dollar amounts outstanding under the Credit Agreement bear interest at a variable rate equal to the Bank Bill Swap Bid Rate plus a margin of 3.50 % to 4.50 %, based on a ratio of our total debt to consolidated EBITDA.
+Added: The future transitions from LIBOR and CDOR as interest rate benchmarks is addressed in the Credit Agreement and at such time the transition from LIBOR or CDOR takes place, we will endeavor with the administrative agent to establish an alternate rate of interest to LIBOR or CDOR that gives due consideration to (1) the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time for the replacement of LIBOR and (2) any evolving or then existing convention for similar Canadian Dollar denominated syndicated credit facilities for the replacement of CDOR.
+Added: The Credit Agreement contains customary affirmative and negative covenants that, among other things, limit or restrict:
(i) indebtedness, liens and fundamental changes;
5 unchanged sentences
and (vii) investments and other restricted payments, including dividends and other distributions.
−Removed: In addition, we must maintain an interest coverage ratio, defined as the ratio of consolidated EBITDA to consolidated interest expense, of at least 3.0 to 1.0 and our maximum leverage ratio, defined as the ratio of total debt to consolidated EBITDA, of no greater than 3.75 to 1.0 (as of September 30, 2020).
−Removed: As noted above, the permitted maximum leverage ratio decreases to 3.5 to 1.0 beginning December 31, 2020.
−Removed: Following a qualified offering of indebtedness with gross proceeds in excess of $ 150 million, we will be required to maintain a maximum senior secured ratio less than 2.50 to 1.0.
−Removed: Each of the factors considered in the calculations of these ratios are defined in the Amended Credit Agreement.
−Removed: EBITDA and consolidated interest, as defined, exclude goodwill and asset impairments, debt discount amortization, amortization of intangibles and other non-cash charges.
−Removed: We were in compliance with our covenants as of September 30, 2020.
−Removed: Borrowings under the Amended Credit Agreement are secured by a pledge of substantially all of our assets and the assets of our subsidiaries.
−Removed: The obligations under the Amended Credit Agreement are guaranteed by our significant subsidiaries.
−Removed: As of September 30, 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.
−Removed: As of September 30, 2020, we had outstanding letters of credit of $ 0.3 million under the U.S.
+Added: 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 our maximum leverage ratio, defined as the ratio of total debt to consolidated EBITDA, of no greater than 3.50 to 1.00.
+Added: 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.
+Added: Each of the factors considered in the calculations of these ratios are defined in the Credit Agreement.
+Added: EBITDA and consolidated interest, as defined, exclude goodwill and asset impairments, debt
+Added: CIVEO CORPORATION
+Added: NOTES TO UNAUDITED CONSOLIDATED
+Added: FINANCIAL STATEMENTS
+Added: discount amortization, amortization of intangibles and other non-cash charges.
+Added: We were in compliance with our covenants as of March 31, 2021.
+Added: Borrowings under the Credit Agreement are secured by a pledge of substantially all of our assets and the assets of our subsidiaries subject to customary exceptions.
+Added: The obligations under the Credit Agreement are guaranteed by our significant subsidiaries.
+Added: As of March 31, 2021, we had eight lenders that were parties to the Credit Agreement, with total commitments (including both revolving commitments and term commitments) ranging from $ 22.4 million to $ 71.1 million.
+Added: As of March 31, 2021, we had outstanding letters of credit of $ 1.2 million under the U.S.
facility, $ 0.1 million under the Australian facility and $ 2.0 million under the Canadian facility.
+Added: As of March 31, 2021 and December 31, 2020, we also had two bank guarantee facilities totaling A$ 3.0 million which mature on May 31, 2021.
+Added: We had bank guarantees of A$ 0.9 million and A$ 0.8 million under these facilities outstanding as of March 31, 2021 and December 31, 2020, respectively.
Our operations are conducted through various subsidiaries in a number of countries throughout the world.
2 unchanged sentences
Our effective tax rate will vary from period to period based on changes in earnings mix between these different jurisdictions.
−Removed: CIVEO CORPORATION
−Removed: NOTES TO UNAUDITED CONSOLIDATED
−Removed: FINANCIAL STATEMENTS
We compute our quarterly taxes under the effective tax rate method by applying an anticipated annual effective rate to our year-to-date income, except for significant unusual or extraordinary transactions.
Income taxes for any significant and unusual or extraordinary transactions are computed and recorded in the period in which the specific transaction occurs.
−Removed: As of September 30, 2020, Canada and the U.S.
+Added: As of March 31, 2021 and 2020, Canada and the U.S.
were considered loss jurisdictions for tax accounting purposes and were removed from the annual effective tax rate computation for purposes of computing the interim tax provision.
−Removed: As of September 30, 2019, the U.S.
−Removed: was considered a loss jurisdiction for tax accounting purposes and was removed from the 2019 annual effective tax rate computation for purposes of computing the interim tax provision.
−Removed: Our income tax expense for the three months ended September 30, 2020 totaled $ 0.2 million, or 2.4 % of pretax loss, compared to a benefit of $ 6.6 million, or 421.4 % of pretax income, for the three months ended September 30, 2019.
−Removed: For the three months ended September 30, 2020, we recorded a tax expense of $ 0.1 million related to foreign withholding and U.S.
−Removed: state income taxes.
−Removed: Additionally, the effective tax rate for the three months ended September 30, 2019 was impacted by a tax benefit of $ 3.0 million related to a reduction in the Alberta, Canada income tax rate, as well as a $ 2.1 million tax benefit related to the change in the valuation allowance in Australia resulting from the acquisition of Action.
−Removed: Under ASC 740-270, "Accounting for Income Taxes," the quarterly tax provision is based on our current estimate of the annual effective tax rate less the prior quarter's year-to-date provision.
−Removed: Our income tax benefit for the nine months ended September 30, 2020 totaled $ 8.5 million, or 6.1 % of pretax loss, compared to a benefit of $ 14.0 million, or 34.2 % of pretax loss, for the nine months ended September 30, 2019.
−Removed: Our effective tax rate for the nine months ended September 30, 2020 was impacted by considering Canada and the U.S.
−Removed: loss jurisdictions.
−Removed: Additionally, although Australia was not considered a loss jurisdiction for the nine months ended September 30, 2020, our effective tax rate was impacted by utilization of deferred tax assets and a release of the corresponding valuation allowance in Australia, resulting in no income tax expense for that jurisdiction.
−Removed: For the nine months ended September 30, 2020, we recorded a deferred tax benefit of $ 9.0 million, offset by a valuation allowance of $ 0.1 million, against the Canadian net deferred tax assets.
−Removed: Our effective tax rate for the nine months ended September 30, 2019 was impacted by a reduction in the Alberta, Canada income tax rate, as well as a change in the valuation allowance in Australia resulting from the acquisition of Action.
+Added: Our income tax expense for the three months ended March 31, 2021 totaled $ 1.1 million, or ( 12.9 %) of pretax loss, compared to a tax benefit of $ 8.8 million, or 5.7 % of pretax loss, for the three months ended March 31, 2020.
+Added: Our effective tax rate for both the three months ended March 31, 2021 and March 31, 2020 was impacted by considering Canada and the U.S.
+Added: loss jurisdictions that were removed from the annual effective tax rate computation for purposes of computing the interim tax provision.
+Added: Additionally, for the three months ended March 31, 2020, we recorded a deferred tax benefit of $ 12.4 million offset by a valuation allowance of $ 3.4 million against the Canadian net deferred tax assets.
COMMITMENTS AND CONTINGENCIES
2 unchanged sentences
ACCUMULATED OTHER COMPREHENSIVE LOSS
−Removed: Our accumulated other comprehensive loss increased $ 8.0 million from $ 363.2 million at December 31, 2019 to $ 371.2 million at September 30, 2020, as a result of foreign currency exchange rate fluctuations.
−Removed: Changes in other comprehensive loss during the nine months of 2020 were primarily driven by the Australian dollar increasing in value compared to the U.S.
−Removed: dollar, partially offset by the Canadian dollar decreasing in value compared to the U.S.
−Removed: Excluding intercompany balances, our Canadian dollar and Australian dollar functional currency net assets totaled approximately C$ 0.2 billion and A$ 0.3 billion, respectively, at September 30, 2020.
+Added: Our accumulated other comprehensive loss increased $ 1.6 million from $ 349.0 million at December 31, 2020 to $ 350.6 million at March 31, 2021, as a result of foreign currency exchange rate fluctuations.
+Added: Changes in other comprehensive loss during the first three months of 2021 were primarily driven by the Australian dollar decreasing in value compared to the U.S.
+Added: dollar, partially offset by the Canadian dollar increasing in value compared to the U.S.
+Added: Excluding intercompany balances, our Canadian dollar and Australian dollar functional currency net assets totaled approximately C$ 160 million and A$ 285 million, respectively, at March 31, 2021.
+Added: SHARE-BASED COMPENSATION
+Added: Certain key employees and non-employee directors participate in the Amended and Restated 2014 Equity Participation Plan of Civeo Corporation (the Civeo Plan).
+Added: The Civeo Plan authorizes our Board of Directors and the Compensation Committee of our Board of Directors to approve grants of options, awards of restricted shares, performance awards, phantom
CIVEO CORPORATION
1 unchanged sentence
FINANCIAL STATEMENTS
−Removed: Changes in the carrying amount of goodwill from December 31, 2019 to September 30, 2020 are as follows (in thousands):
−Removed: Canada Australia U.S.
−Removed: Goodwill, net of $ 19.9 million accumulated impairment loss as of December 31, 2019
−Removed: $ 102,238 $ 7,935 $ — $ 110,173
−Removed: Foreign currency translation ( 8,632 ) 151 — ( 8,481 )
−Removed: Goodwill impairment (1) ( 93,606 ) — — ( 93,606 )
−Removed: Goodwill, net of $ 113.5 million accumulated impairment loss as of September 30, 2020
−Removed: $ — $ 8,086 $ — $ 8,086
−Removed: (1) See Note 6 – Impairment Charges for further information.
−Removed: SHARE-BASED COMPENSATION
−Removed: Certain key employees and non-employee directors participate in the Amended and Restated 2014 Equity Participation Plan of Civeo Corporation (the Civeo Plan).
−Removed: The Civeo Plan authorizes our Board of Directors and the Compensation Committee of our Board of Directors to approve grants of options, awards of restricted shares, performance awards, phantom share awards and dividend equivalents, awards of deferred shares, and share payments to our employees and non-employee directors.
+Added: share awards and dividend equivalents, awards of deferred shares, and share payments to our employees and non-employee directors.
No more than 2.4 million Civeo common shares are authorized to be issued under the Civeo Plan.
1 unchanged sentence
Restricted Share Awards / Restricted Share Units / Deferred Share Awards.
−Removed: Compensation expense associated with restricted share awards, restricted share units and deferred share awards recognized in the three months ended September 30, 2020 and 2019 totaled $ 0.7 million and $ 1.5 million, respectively.
−Removed: Compensation expense associated with restricted share awards, restricted share units and deferred share awards recognized in the nine months ended September 30, 2020 and 2019 totaled $ 2.7 million and $ 4.3 million, respectively.
−Removed: The total fair value of restricted share awards, restricted share units and deferred share awards that vested during the three months ended September 30, 2020 and 2019 was less than $ 0.1 million.
−Removed: The total fair value of restricted share awards, restricted share units and deferred share awards that vested during the nine months ended September 30, 2020 and 2019 was $ 2.6 million and $ 4.0 million, respectively.
−Removed: At September 30, 2020, unrecognized compensation cost related to restricted share awards, restricted share units and deferred share awards was $ 2.0 million, which is expected to be recognized over a weighted average period of 1.0 years.
+Added: Compensation expense associated with restricted share awards, restricted share units and deferred share awards recognized in the three months ended March 31, 2021 and 2020 totaled $ 0.5 million and $ 1.3 million, respectively.
+Added: The total fair value of restricted share awards, restricted share units and deferred share awards that vested during the three months ended March 31, 2021 and 2020 was $ 1.5 million and $ 2.3 million, respectively.
+Added: At March 31, 2021, unrecognized compensation cost related to restricted share awards, restricted share units and deferred share awards was $ 0.8 million, which is expected to be recognized over a weighted average period of 0.9 years.
Phantom Share Awards.
1 unchanged sentence
We also granted 81,774 phantom share awards under the Canadian Long-Term Incentive Plan, which vest in three equal annual installments beginning on February 22, 2022.
−Removed: During the three months ended September 30, 2020 and 2019, we recognized compensation expense associated with phantom shares totaling $ 0.5 million and $ 0.1 million, respectively.
−Removed: During the nine months ended September 30, 2020 and 2019, we recognized compensation expense associated with phantom shares totaling $ 1.2 million and $ 3.5 million, respectively.
−Removed: At September 30, 2020, unrecognized compensation cost related to phantom shares was $ 2.9 million, as remeasured at September 30, 2020, which is expected to be recognized over a weighted average period of 2.3 years.
+Added: During the three months ended March 31, 2021 and 2020, we recognized compensation expense associated with phantom shares totaling $ 1.4 million and $ 0.3 million, respectively.
+Added: At March 31, 2021, unrecognized compensation cost related to phantom shares was $ 9.5 million, as remeasured at March 31, 2021, which is expected to be recognized over a weighted average period of 2.4 years.
Performance Awards.
−Removed: During the three months ended September 30, 2020 and 2019, we recognized compensation expense associated with performance awards totaling $ 0.6 million and $ 1.1 million, respectively.
−Removed: During the nine months ended September 30, 2020 and 2019, we recognized compensation expense associated with performance awards totaling $ 2.1 million and $ 3.3 million, respectively.
−Removed: The total fair value of performance share awards that vested during the three months ended September 30, 2020 and 2019 was zero .
−Removed: The total fair value of performance share awards that vested during the nine months ended September 30, 2020 and 2019 was $ 1.9 million and $ 10.1 million, respectively.
+Added: On February 22, 2021, we granted 129,754 performance awards under the Civeo Plan, which cliff vest in three years on February 22, 2024.
+Added: These awards will be earned in amounts between 0 % and 200 % of the participant’s target performance share award, based on (1) the payout percentage associated with Civeo’s relative total shareholder return rank among a peer group that includes 17 other companies and (2) the payout percentage associated with Civeo's cumulative free cash flow over the performance period relative to a preset target.
+Added: The portion of the performance awards tied to cumulative free cash flow includes a performance-based vesting requirement.
+Added: The fair value of these awards is based on the closing market price of our common shares on the date of grant.
+Added: We evaluate the probability of achieving the performance criteria throughout the performance period and will adjust share-based compensation expense based on the number of shares expected to vest based on our estimate of the most probable performance outcome.
+Added: The ultimate payout of the cumulative free cash flow component of the award can vary from 0 % to 60 % based on actual results.
+Added: During the three months ended March 31, 2021 and 2020, we recognized compensation expense associated with performance awards totaling $ 0.5 million and $ 0.9 million, respectively.
+Added: The total fair value of performance share awards that vested during the three months ended March 31, 2021 and 2020 was $ 1.9 million and $ 1.9 million, respectively.
+Added: At March 31, 2021, unrecognized compensation cost related to performance shares was $ 4.5 million, which is expected to be recognized over a weighted average period of 2.4 years.
+Added: SEGMENT AND RELATED INFORMATION
+Added: In accordance with current accounting standards regarding disclosures about segments of an enterprise and related information, we have identified the following reportable segments:
+Added: Canada, Australia and the U.S., which represent our strategic focus on hospitality services and workforce accommodations.
CIVEO CORPORATION
1 unchanged sentence
FINANCIAL STATEMENTS
−Removed: At September 30, 2020, unrecognized compensation cost related to performance shares was $ 2.2 million, which is expected to be recognized over a weighted average period of 1.2 years.
−Removed: SEGMENT AND RELATED INFORMATION
−Removed: In accordance with current accounting standards regarding disclosures about segments of an enterprise and related information, we have identified the following reportable segments:
−Removed: Canada, Australia and U.S., which represent our strategic focus on hospitality services and workforce accommodations.
−Removed: Financial information by business segment for each of the three and nine months ended September 30, 2020 and 2019 is summarized in the following table (in thousands):
+Added: Financial information by business segment for each of the three months ended March 31, 2021 and 2020 is summarized in the following table (in thousands):
revenues Depreciation
1 unchanged sentence
(loss) Capital
−Removed: Three months ended September 30, 2020
+Added: Three months ended March 31, 2021
Canada $ 61,885 $ 12,087 $ ( 7,659 ) $ 1,180 $ 721,841
3 unchanged sentences
Total $ 125,430 $ 21,269 $ ( 9,901 ) $ 3,372 $ 710,178
−Removed: Three months ended September 30, 2019
+Added: Three months ended March 31, 2020
Canada $ 79,348 $ 14,369 $ ( 136,631 ) $ 610 $ 649,963
3 unchanged sentences
Total $ 138,792 $ 25,502 $ ( 149,069 ) $ 2,651 $ 719,523
−Removed: Nine months ended September 30, 2020
−Removed: Canada $ 204,119 $ 39,812 $ ( 142,343 ) $ 1,203 $ 691,634
−Removed: Australia 170,869 29,767 24,245 3,036 266,591
−Removed: United States 21,363 2,525 ( 19,954 ) 1,468 27,017
−Removed: Corporate and eliminations — 423 ( 5,768 ) 537 ( 252,306 )
−Removed: Total $ 396,351 $ 72,527 $ ( 143,820 ) $ 6,244 $ 732,936
−Removed: Nine months ended September 30, 2019
−Removed: Canada $ 235,943 $ 50,574 $ ( 14,437 ) $ 19,294 $ 843,818
−Removed: Australia 107,160 29,401 ( 1,302 ) 2,508 279,386
−Removed: United States 35,763 7,713 ( 4,484 ) 2,870 51,376
−Removed: Corporate and eliminations — 5,286 ( 6,850 ) 845 ( 163,757 )
−Removed: Total $ 378,866 $ 92,974 $ ( 27,073 ) $ 25,517 $ 1,010,823
Cautionary Statement Regarding Forward-Looking Statements
2 unchanged sentences
The forward-looking statements can be identified by the use of forward-looking terminology including “may,” “expect,” “anticipate,” “estimate,” “continue,” “believe” or other similar words.
−Removed: The forward-looking statements in this report include, but are not limited to, the statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” relating to our expectations about the macroeconomic environment and industry conditions, including the impact of COVID-19 and the response thereto and the decline in the price of and demand for oil, as well as our expectations about capital expenditures in 2020 and beliefs with respect to liquidity needs, including our ability to remain in compliance with our financial covenants.
+Added: The forward-looking statements in this report include, but are not limited to, the statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” relating to our expectations about the macroeconomic environment and industry conditions, including the impact of COVID-19 and the response thereto and the volatility in the price of and demand for oil, as well as our expectations about capital expenditures in 2021 and beliefs with respect to liquidity needs.
Actual results could differ materially from those projected in the forward-looking statements as a result of a number of important factors.
−Removed: For a discussion of known material factors that could affect our results, please refer to "Risk Factors" included in Part II, Item 1A of this report, “Risk Factors,” “Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2019 and our subsequent SEC filings.
+Added: For a discussion of known material factors that could affect our results, please refer to “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2020 and our subsequent SEC filings.
Should one or more of these risks or uncertainties materialize, or should the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected.
7 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.