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Item 1. Financial Statements

2022-10-28 compared with 2022-08-04 · 141 added, 99 removed, 414 unchanged (37% of the section changed)

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

14 unchanged sentences

Interest expense ( 3,001 ) ( 3,166 ) ( 8,077 ) ( 9,929 )

Loss on extinguishment of debt — ( 416 ) — ( 416 )

Interest income 13 — 15 2

1 unchanged sentence

Income (loss) before income taxes 9,976 2,792 25,492 ( 6,039 )

Income tax (expense) benefit ( 1,821 ) 492 ( 3,378 ) ( 584 )

Income tax expense ( 3,713 ) ( 1,770 ) ( 7,091 ) ( 2,354 )

Net income (loss) 6,263 1,022 18,401 ( 8,393 )

Net income (loss) attributable to noncontrolling interest 662 ( 3 ) 1,160 56

Net income attributable to noncontrolling interest 546 478 1,706 534

Net income (loss) attributable to Civeo Corporation 5,717 544 16,695 ( 8,927 )

12 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

4 unchanged sentences

Total other comprehensive loss, net of taxes ( 20,745 ) ( 12,217 ) ( 32,757 ) ( 15,417 )

Comprehensive income (loss) ( 9,794 ) ( 1,563 ) 126 ( 12,615 )

Comprehensive income (loss) attributable to noncontrolling interest 568 ( 11 ) 1,106 38

Comprehensive loss ( 14,482 ) ( 11,195 ) ( 14,356 ) ( 23,810 )

Comprehensive income attributable to noncontrolling interest 368 450 1,474 488

Comprehensive loss attributable to Civeo Corporation $ ( 14,850 ) $ ( 11,645 ) $ ( 15,830 ) $ ( 24,298 )

3 unchanged sentences

(In Thousands, Excluding Share Amounts)

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Current assets:

29 unchanged sentences

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 $ 98,415,509 and $ 97,438,687 as of June 30, 2022 and December 31, 2021)

50,000,000 shares authorized, 9,042 shares issued and outstanding, aggregate liquidation preference of $ 98,907,587 and $ 97,438,687 as of September 30, 2022 and December 31, 2021, respectively)

63,410 61,941

25 unchanged sentences

Shareholders’

Balance, March 31, 2021 $ 60,494 $ — $ 1,579,342 $ ( 917,689 ) $ ( 8,050 ) $ ( 350,606 ) $ 648 $ 364,139

Net income (loss) — — — 13 — — ( 3 ) 10

Balance, June 30, 2021 $ 60,974 $ — $ 1,580,213 $ ( 918,156 ) $ ( 8,050 ) $ ( 352,171 ) $ 595 $ 363,405

Net income — — — 544 — — 478 1,022

Currency translation adjustment — — — — — ( 12,189 ) ( 28 ) ( 12,217 )

1 unchanged sentence

Dividends attributable to Class A preferred shares 482 — — ( 482 ) — — — —

Common shares repurchased — — — ( 445 ) — — — ( 445 )

Share-based compensation — — 1,035 — — — — 1,035

Balance, September 30, 2021 $ 61,456 $ — $ 1,581,248 $ ( 918,539 ) $ ( 8,050 ) $ ( 364,360 ) $ 1,030 $ 352,785

Balance, June 30, 2022 $ 62,918 $ — $ 1,584,416 $ ( 903,492 ) $ ( 9,063 ) $ ( 373,841 ) $ 2,582 $ 363,520

Balance, March 31, 2022 $ 62,428 $ — $ 1,583,474 $ ( 912,037 ) $ ( 9,063 ) $ ( 353,911 ) $ 2,080 $ 372,971

Net income (loss) — — — 9,568 — — 662 10,230

Net income — — — 5,717 — — 546 6,263

Currency translation adjustment — — — — — ( 20,567 ) ( 178 ) ( 20,745 )

3 unchanged sentences

Share-based compensation — — 887 — — — — 887

Balance, June 30, 2022 $ 62,918 $ — $ 1,584,416 $ ( 903,492 ) $ ( 9,063 ) $ ( 373,841 ) $ 2,582 $ 363,520

Balance, September 30, 2022 $ 63,410 $ — $ 1,585,303 $ ( 911,934 ) $ ( 9,063 ) $ ( 394,408 ) $ 2,889 $ 336,197

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

3 unchanged sentences

Dividends attributable to Class A preferred shares 1,440 — — ( 1,440 ) — — — —

Common shares repurchased — — — ( 445 ) — — — ( 445 )

Share-based compensation — — 2,933 — ( 1,120 ) — — 1,813

Balance, June 30, 2021 $ 60,974 $ — $ 1,580,213 $ ( 918,156 ) $ ( 8,050 ) $ ( 352,171 ) $ 595 $ 363,405

Balance, September 30, 2021 $ 61,456 $ — $ 1,581,248 $ ( 918,539 ) $ ( 8,050 ) $ ( 364,360 ) $ 1,030 $ 352,785

Balance, December 31, 2021 $ 61,941 $ — $ 1,582,442 $ ( 912,951 ) $ ( 8,050 ) $ ( 361,883 ) $ 1,612 $ 363,111

5 unchanged sentences

Share-based compensation — — 2,861 — ( 1,013 ) — — 1,848

Balance, June 30, 2022 $ 62,918 $ — $ 1,584,416 $ ( 903,492 ) $ ( 9,063 ) $ ( 373,841 ) $ 2,582 $ 363,520

Balance, September 30, 2022 $ 63,410 $ — $ 1,585,303 $ ( 911,934 ) $ ( 9,063 ) $ ( 394,408 ) $ 2,889 $ 336,197

Shares Common

2 unchanged sentences

Common shares repurchased — ( 498 )

Balance, June 30, 2022 9,042 14,188

Balance, September 30, 2022 9,042 13,713

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

2 unchanged sentences

(In Thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

3 unchanged sentences

Impairment charges — 7,935

Loss on extinguishment of debt — 416

Deferred income tax expense 6,930 2,105

12 unchanged sentences

Capital expenditures ( 17,466 ) ( 9,645 )

Proceeds from disposition of property, plant and equipment 3,302 7,012

Proceeds from dispositions of property, plant and equipment 11,975 7,545

Other, net 190 —

Net cash flows provided by (used in) investing activities ( 5,155 ) 482

Net cash flows used in investing activities ( 5,301 ) ( 2,100 )

Cash flows from financing activities:

2 unchanged sentences

Term loan repayments ( 23,059 ) ( 117,595 )

Debt issuance costs — ( 4,407 )

Repurchases of common shares ( 14,209 ) ( 445 )

36 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

16 unchanged sentences

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

As of June 30, 2022, 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.

As of September 30, 2022, 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):

1 unchanged sentence

2022 2023 2024 Thereafter Total

Revenue expected to be recognized as of June 30, 2022 $ 75,076 $ 47,206 $ 12,605 $ 9,964 $ 144,851

Revenue expected to be recognized as of September 30, 2022 $ 41,135 $ 86,433 $ 47,742 $ 297,488 $ 472,798

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

6 unchanged sentences

Accordingly, the assets were written down to their estimated fair value of $ 2.4 million.

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.

CIVEO CORPORATION

1 unchanged sentence

FINANCIAL STATEMENTS

As of June 30, 2022 and December 31, 2021, 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.

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 September 30, 2022 and December 31, 2021, 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.

4 unchanged sentences

DETAILS OF SELECTED BALANCE SHEET ACCOUNTS

Additional information regarding selected balance sheet accounts at June 30, 2022 and December 31, 2021 is presented below (in thousands):

June 30, 2022 December 31, 2021

Additional information regarding selected balance sheet accounts at September 30, 2022 and December 31, 2021 is presented below (in thousands):

September 30, 2022 December 31, 2021

Accounts receivable, net:

5 unchanged sentences

Total accounts receivable, net $ 122,280 $ 114,859

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Finished goods and purchased products $ 5,586 $ 5,346

2 unchanged sentences

Total inventories $ 6,984 $ 6,468

(in years) June 30, 2022 December 31, 2021

(in years) September 30, 2022 December 31, 2021

Property, plant and equipment, net:

12 unchanged sentences

FINANCIAL STATEMENTS

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Accrued liabilities:

3 unchanged sentences

Total accrued liabilities $ 32,432 $ 33,564

ASSETS HELD FOR SALE

As of June 30, 2022, assets held for sale included certain assets in our U.S.

business segment, an undeveloped land holding and a village in our Australia business segment and an unused corporate office space acquired in the Noralta acquisition in our Canada business segment.

As of December 31, 2021, assets held for sale included certain assets in our U.S.

September 30, 2022 December 31, 2021

Deferred revenue:

Contract liabilities $ 2,092 $ 18,479

Deferred revenue consists of contract liabilities resulting from upfront payments related to the mobilization of mobile assets to service pipeline projects in our Canadian business segment.

The decrease in deferred revenue from December 31, 2021 to September 30, 2022 was primarily due to the recognition of deferred revenue over the contracted terms of these pipeline projects in Canada.

ASSETS AND LIABILITIES HELD FOR SALE

As of September 30, 2022, assets and liabilities held for sale included certain assets and liabilities in our U.S.

business segment.

As of December 31, 2021, assets and liabilities held for sale included certain assets in our U.S.

business segment and undeveloped land holdings in our Australia business segment.

These assets were recorded at the estimated fair value less costs to sell, which exceeded their carry values.

The following table summarizes the carrying amount as of June 30, 2022 and December 31, 2021 of the assets classified as held for sale (in thousands):

June 30, 2022 December 31, 2021

These assets and liabilities were recorded at the estimated fair value less costs to sell, which exceeded their carry values.

The following table summarizes the carrying amount as of September 30, 2022 and December 31, 2021 of the assets and liabilities classified as held for sale (in thousands):

September 30, 2022 December 31, 2021

Assets held for sale:

Accounts receivable, net $ 1,247 $ —

Inventories 321 —

Property, plant and equipment, net 12,010 11,762

Other noncurrent assets 181 —

Total assets held for sale $ 13,759 $ 11,762

EARNINGS PER SHARE

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.

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.

In calculating diluted earnings per share, we utilize the most dilutive result of the two class method and if-converted methods.

We also apply the treasury stock method with respect to certain share-based awards in the calculation of diluted earnings per share, if dilutive.

Liabilities held for sale:

Accounts payable $ 375 $ —

Accrued liabilities 470 —

Deferred revenue 122 —

Other current liabilities 44 —

Other noncurrent liabilities 114 —

Total liabilities held for sale (1)

CIVEO CORPORATION

1 unchanged sentence

FINANCIAL STATEMENTS

(1) Liabilities held for sale are classified as a current liability on the unaudited consolidated balance sheets, under the caption "Other current liabilities."

EARNINGS PER SHARE

We use the two-class method to calculate basic and diluted earnings per share because we have participating securities in the form of Class A preferred shares.

The two-class method requires a proportional share of net income to be allocated between common shares and participating securities.

The proportional share to be allocated to participating securities is determined by dividing total weighted average participating securities by the sum of total weighted average common shares and participating securities.

Basic earnings per share is computed under the two-class method by dividing the net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding during the period.

Net income attributable to common shareholders represents our net income reduced by an allocation of current period earnings to participating securities as described above.

No such adjustment is made during periods with a net loss, as the adjustment would be anti-dilutive.

Diluted earnings per share is computed under the two-class method by dividing diluted net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding, plus, for periods with net income attributable to common stockholders, the potential dilutive effects of share-based awards.

In addition, we calculate the potential dilutive effect of any outstanding dilutive security under both the two-class method and the “if-converted” method, and we report the more dilutive of the methods as our diluted earnings per share.

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):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

13 unchanged sentences

(1) Computations may reflect rounding adjustments.

For the three and six months ended June 30, 2022, we excluded a portion of our share-based awards, which totaled less than 0.1 million shares, 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.

As a result of the net loss for the three and six months ended June 30, 2021, we excluded from the computation of diluted loss per share 0.1 million and 0.2 million share based awards, respectively, since the effect would have been anti-dilutive.

Additionally, for the three and six months ended June 30, 2022 and 2021, the impact of converting the Preferred Shares into 2.5 million and 2.4 million common shares, respectively, using the if-converted method would have been anti-dilutive.

The following common share equivalents have been excluded from the calculation of weighted-average common shares outstanding because the effect is anti-dilutive for the periods presented (in millions of shares):

CIVEO CORPORATION

1 unchanged sentence

FINANCIAL STATEMENTS

As of June 30, 2022 and December 31, 2021, long-term debt consisted of the following (in thousands):

June 30, 2022 December 31, 2021

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

Share-based awards (1)

Preferred shares 2.5 2.4 2.5 2.4

(1) Share-based awards for the three and nine months ended September 30, 2022 totaled less than 0.1 million shares.

CIVEO CORPORATION

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

As of September 30, 2022 and December 31, 2021, long-term debt consisted of the following (in thousands):

September 30, 2022 December 31, 2021

Canadian term loan;

weighted average interest rate of 4.1 % for the six month period ended June 30, 2022

weighted average interest rate of 4.7 % for the nine month period ended September 30, 2022

$ 36,480 $ 63,104

revolving credit facility;

weighted average interest rate of 5.7 % for the six month period ended June 30, 2022

weighted average interest rate of 6.3 % for the nine month period ended September 30, 2022

Canadian revolving credit facility;

weighted average interest rate of 4.4 % for the six month period ended June 30, 2022

weighted average interest rate of 5.0 % for the nine month period ended September 30, 2022

83,904 111,300

Australian revolving credit facility;

weighted average interest rate of 3.3 % for the six month period ended June 30, 2022

weighted average interest rate of 3.8 % for the nine month period ended September 30, 2022

126,216 175,130

4 unchanged sentences

Credit Agreement

As of June 30, 2022, our Credit Agreement (as then amended to date, the Credit Agreement) provided for:

As of September 30, 2022, our Credit Agreement (as then amended to date, the Credit Agreement) provided for:

(i) a $ 200.0 million revolving credit facility scheduled to mature on September 8, 2025, allocated as follows:

25 unchanged sentences

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 June 30, 2022.

We were in compliance with our covenants as of September 30, 2022.

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.

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

As of June 30, 2022, we had seven lenders that were parties to the Credit Agreement, with total commitments (including both revolving commitments and term commitments) ranging from $ 22.5 million to $ 52.0 million.

As of June 30, 2022, we had outstanding letters of credit of $ 0.3 million under the U.S.

As of September 30, 2022, we had seven lenders that were parties to the Credit Agreement, with total commitments (including both revolving commitments and term commitments) ranging from $ 22.5 million to $ 52.0 million.

As of September 30, 2022, we had outstanding letters of credit of $ 0.3 million under the U.S.

facility, zero under the Australian facility and $ 1.1 million under the Canadian facility.

6 unchanged sentences

Income taxes for any significant and unusual or extraordinary transactions are computed and recorded in the period in which the specific transaction occurs.

As of June 30, 2022 and 2021, Canada and the U.S.

As of September 30, 2022, the U.S.

was considered a loss jurisdiction for tax accounting purposes and was removed from the annual effective tax rate computation for purposes of computing the interim tax provision.

As of September 30, 2021, 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.

Our income tax expense for the three months ended June 30, 2022 totaled $ 1.8 million, or 15.1 % of pretax income, compared to income tax benefit of $ 0.5 million, or 102.1 % of pretax loss, for the three months ended June 30, 2021.

Our effective tax rate for both the three months ended June 30, 2022 and 2021 was impacted by considering Canada and the U.S.

Our income tax expense for the three months ended September 30, 2022 totaled $ 3.7 million, or 37.2 % of pretax income, compared to income tax expense of $ 1.8 million, or 63.4 % of pretax income, for the three months ended September 30, 2021.

Our effective tax rate for the three months ended September 30, 2022 was impacted by considering the U.S.

a loss jurisdiction that was removed from the annual effective tax rate computation for purposes of computing the interim tax provision.

For the three months ended September 30, 2021, our effective tax rate was impacted by considering Canada and the U.S.

loss jurisdictions that were removed from the annual effective tax rate computation for purposes of computing the interim tax provision.

Additionally, under Accounting Standards Codification 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.

Our income tax expense for six months ended June 30, 2022 totaled $ 3.4 million, or 21.8 % of pretax income, compared to income tax expense of $ 0.6 million, or ( 6.6 )% of pretax loss, for the six months ended June 30, 2021.

Our effective tax rate for the six months ended June 30, 2022 and 2021 was impacted by considering Canada and the U.S.

loss jurisdictions.

Our income tax expense for nine months ended September 30, 2022 totaled $ 7.1 million, or 27.8 % of pretax income, compared to income tax expense of $ 2.4 million, or ( 39.0 )% of pretax loss, for the nine months ended September 30, 2021.

Our effective tax rate for the nine months ended September 30, 2022 was impacted by considering the U.S.

a loss jurisdiction that was removed from the annual effective tax rate computation for the purposes of computing the interim tax provision.

Our effective tax rate for the nine months ended September 2021 was impacted by considering Canada and the U.S.

loss jurisdictions that were removed from the annual effective tax rate computation for the purposes of computing the interim tax provision.

COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

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.

ACCUMULATED OTHER COMPREHENSIVE LOSS

Our accumulated other comprehensive loss increased $ 12.0 million from $ 361.9 million at December 31, 2021 to $ 373.8 million at June 30, 2022, as a result of foreign currency exchange rate fluctuations.

Changes in other comprehensive loss during the first six months of 2022 were primarily driven by the Australian dollar and Canadian dollar decreasing in value compared to the U.S.

Excluding intercompany balances, our Canadian dollar and Australian dollar functional currency net assets totaled approximately C$ 238 million and A$ 225 million, respectively, at June 30, 2022.

CIVEO CORPORATION

1 unchanged sentence

FINANCIAL STATEMENTS

SHARE REPURCHASE PROGRAM

In August 2021, our Board of Directors (Board) authorized a common share repurchase program to repurchase up to 5.0 % of our total common shares which are issued and outstanding, or approximately 715,000 common shares, over a twelve month period.

The common share repurchase program commenced in September 2021 and will terminate no later than twelve months from date of commencement.

ACCUMULATED OTHER COMPREHENSIVE LOSS

Our accumulated other comprehensive loss increased $ 32.5 million from $ 361.9 million at December 31, 2021 to $ 394.4 million at September 30, 2022, as a result of foreign currency exchange rate fluctuations.

Changes in other comprehensive loss during the first nine months of 2022 were primarily driven by the Australian dollar and Canadian dollar decreasing in value compared to the U.S.

Excluding intercompany balances, our Canadian dollar and Australian dollar functional currency net assets totaled approximately C$ 232 million and A$ 232 million, respectively, at September 30, 2022.

SHARE REPURCHASES

In August 2021, our Board of Directors (Board) authorized a common share repurchase program (the 2021 Share Repurchase Program) to repurchase up to 5.0 % of our total common shares which are issued and outstanding, or approximately 715,000 common shares, over a twelve month period.

In August 2022, our Board authorized a new common share repurchase program (the 2022 Share Repurchase Program) to repurchase up to 5.0 % of our total common shares which are issued and outstanding, or approximately 685,000 common shares, over a twelve month period.

The 2022 Share Repurchase Program and the 2021 Share Repurchase Program are collectively referred to as the "Share Repurchase Programs."

The repurchase authorization allows repurchases from time to time in open market transactions, including pursuant to trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.

We intend to fund repurchases through cash on hand and cash generated from operations.

Pursuant to our common share repurchase program, during the six months ended June 30, 2022, we repurchased an aggregate of 22,911 of our common shares outstanding at a weighted average price of $ 23.65 per share, for a total of approximately $ 0.5 million.

We have repurchased an aggregate of 240,090 of our common shares outstanding at a weighted average price of $ 21.59 per share for a total cost of $ 5.2 million since inception of the common share repurchase program.

The common shares repurchased under the program are cancelled in the periods they are acquired and the payment is accounted for as an increase to accumulated deficit in our Unaudited Consolidated Statements of Changes in Shareholders’ Equity in the period the payment is made.

We have funded, and intend to continue to fund, repurchases through cash on hand and cash generated from operations.

The common shares repurchased under the Share Repurchase Programs are cancelled in the periods they are acquired and the payment is accounted for as an increase to accumulated deficit in our Unaudited Consolidated Statements of Changes in Shareholders’ Equity in the period the payment is made.

Pursuant to our 2021 Share Repurchase Program, during the nine months ended September 30, 2022, we repurchased an aggregate of 123,882 of our common shares outstanding at a weighted average price of $ 28.54 per share, for a total of approximately $ 3.5 million.

We repurchased an aggregate of 341,061 of our common shares outstanding at a weighted average price of $ 23.98 per share for a total cost of $ 8.2 million during the twelve month period comprising the 2021 Share Repurchase Program.

We have not repurchased any shares under the 2022 Share Repurchase Program as of September 30, 2022.

In addition to the Share Repurchase Programs, we repurchased 374,753 common shares from a shareholder for approximately $ 10.7 million during the three months ended September 30, 2022.

SHARE-BASED COMPENSATION

5 unchanged sentences

On May 18, 2022, we granted 39,032 restricted share awards to our non-employee directors, which vest in their entirety on May 17, 2023.

Compensation expense associated with restricted share awards, restricted share units and deferred share awards recognized in the three months ended June 30, 2022 and 2021 totaled $ 0.3 million and $ 0.3 million, respectively.

Compensation expense associated with restricted share awards, restricted share units and deferred share awards recognized in the six months ended June 30, 2022 and 2021 totaled $ 0.7 million and $ 0.8 million, respectively.

The total fair value of restricted share awards, restricted share units and deferred share awards that vested during the three months ended June 30, 2022 and 2021 was $ 1.5 million and zero , respectively.

The total fair value of restricted share awards, restricted share units and deferred share awards that vested during the six months ended June 30, 2022 and 2021 was $ 2.1 million and $ 1.5 million, respectively.

At June 30, 2022, unrecognized compensation cost related to restricted share awards, restricted share units and deferred share awards was $ 0.9 million, which is expected to be recognized over a weighted average period of 0.9 years.

Compensation expense associated with restricted share awards, restricted share units and deferred share awards recognized in the three months ended September 30, 2022 and 2021 totaled $ 0.3 million and $ 0.4 million, respectively.

Compensation expense associated with restricted share awards, restricted share units and deferred share awards recognized in the nine months ended September 30, 2022 and 2021 totaled $ 0.9 million and $ 1.2 million, respectively.

The total fair value of restricted share awards, restricted share units and deferred share awards that vested during both the three months ended September 30, 2022 and 2021 was less than $ 0.1 million.

The total fair value of restricted share awards, restricted share units and deferred share awards that vested during the nine months ended September 30, 2022 and 2021 was $ 2.1 million and $ 1.5 million, respectively.

CIVEO CORPORATION

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

At September 30, 2022, unrecognized compensation cost related to restricted share awards, restricted share units and deferred share awards was $ 0.6 million, which is expected to be recognized over a weighted average period of 0.6 years.

Phantom Share Awards.

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Phantom share awards are settled in cash upon vesting.

During the three months ended June 30, 2022 and 2021, we recognized compensation expense associated with phantom shares totaling $ 2.5 million and $ 1.4 million, respectively.

During the six months ended June 30, 2022 and 2021, we recognized compensation expense associated with phantom shares totaling $ 4.9 million and $ 2.9 million, respectively.

At June 30, 2022, unrecognized compensation cost related to phantom shares was $ 14.5 million, as remeasured at June 30, 2022, which is expected to be recognized over a weighted average period of 2.0 years.

During the three months ended September 30, 2022 and 2021, we recognized compensation expense associated with phantom shares totaling $ 2.3 million and $ 2.1 million, respectively.

During the nine months ended September 30, 2022 and 2021, we recognized compensation expense associated with phantom shares totaling $ 7.2 million and $ 5.0 million, respectively.

At September 30, 2022, unrecognized compensation cost related to phantom shares was $ 11.7 million, as remeasured at September 30, 2022, which is expected to be recognized over a weighted average period of 1.9 years.

Performance Awards.

On February 25, 2022, we granted 122,555 performance awards under the Civeo Plan, which cliff vest in three years on February 25, 2025 subject to attainment of applicable performance criteria.

CIVEO CORPORATION

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

and (ii) the payout percentage associated with Civeo's cumulative operating cash flow over the performance period relative to a preset target.

These awards will be earned in amounts between 0 % and 200 % of the participant’s target performance share award, based equally on (i) the payout percentage associated with Civeo’s relative total shareholder return rank among a peer group that includes 17 other companies and (ii) the payout percentage associated with Civeo's cumulative operating cash flow over the performance period relative to a preset target.

The portion of the performance awards tied to cumulative operating cash flow includes a performance-based vesting requirement.

1 unchanged sentence

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.

During the three months ended June 30, 2022 and 2021, we recognized compensation expense associated with performance awards totaling $ 0.7 million and $ 0.6 million, respectively.

During the six months ended June 30, 2022 and 2021, we recognized compensation expense associated with performance awards totaling $ 1.3 million and $ 1.1 million, respectively.

No performance share awards vested during the three months ended June 30, 2022 and 2021.

The total fair value of performance share awards that vested during the six months ended June 30, 2022 and 2021 was $ 2.4 million and $ 1.9 million, respectively.

At June 30, 2022, unrecognized compensation cost related to performance shares was $ 5.2 million, which is expected to be recognized over a weighted average period of 2.2 years.

During the three months ended September 30, 2022 and 2021, we recognized compensation expense associated with performance awards totaling $ 0.6 million and $ 0.6 million, respectively.

During the nine months ended September 30, 2022 and 2021, we recognized compensation expense associated with performance awards totaling $ 1.9 million and $ 1.7 million, respectively.

No performance share awards vested during the three months ended September 30, 2022 and 2021.

The total fair value of performance share awards that vested during the nine months ended September 30, 2022 and 2021 was $ 2.4 million and $ 1.9 million, respectively.

At September 30, 2022, unrecognized compensation cost related to performance shares was $ 4.6 million, which is expected to be recognized over a weighted average period of 2.0 years.

CIVEO CORPORATION

4 unchanged sentences

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 and six months ended June 30, 2022 and 2021 is summarized in the following table (in thousands):

Financial information by business segment for each of the three and nine months ended September 30, 2022 and 2021 is summarized in the following table (in thousands):

revenues Depreciation

1 unchanged sentence

(loss) Capital

Three months ended June 30, 2022

Three months ended September 30, 2022

Canada $ 103,009 $ 14,749 $ 7,846 $ 3,580 $ 718,981

3 unchanged sentences

Total $ 184,227 $ 22,608 $ 10,785 $ 8,819 $ 583,329

Three months ended June 30, 2021

Three months ended September 30, 2021

Canada $ 84,057 $ 11,511 $ 6,131 $ 1,344 $ 754,223

3 unchanged sentences

Total $ 155,063 $ 20,282 $ 6,010 $ 3,389 $ 684,042

Six months ended June 30, 2022

Nine months ended September 30, 2022

Canada $ 307,984 $ 41,344 $ 23,081 $ 7,433 $ 718,981

3 unchanged sentences

Total $ 534,859 $ 65,818 $ 29,264 $ 17,466 $ 583,329

Six months ended June 30, 2021

Nine months ended September 30, 2021

Canada $ 229,223 $ 35,750 $ 5,924 $ 3,667 $ 754,223

19 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.

What changed 10-Q

Item 1. Financial Statements