What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2023-03-01 compared with 2022-02-28 · 101 added, 86 removed, 387 unchanged (33% of the section changed)

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◦ Certain of our customers’ spending may be directly, and our business may be indirectly, affected by volatile or low oil, metallurgical (met) coal, natural gas or iron ore prices or unsuccessful exploration results.

◦ The effects of the COVID-19 pandemic have materially affected how we and our customers are operating our businesses, and the duration and extent to which this will impact our future results of operations remains uncertain.

◦ The effects of public health crises, pandemics and epidemics, such as the COVID-19 pandemic, have materially affected, and may materially affect, how we and our customers are operating our and their businesses.

• Risks Related to Our Customers

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• Legal and Regulatory Risks

◦ We do business in Canada and Australia, whose political and regulatory environments and compliance regimes differ from those in the United States.

◦ We do business in Canada and Australia, whose political and regulatory environments and compliance regimes differ from those in the United States (U.S.)

◦ We are subject to extensive and costly environmental laws and regulations.

◦ We may be exposed to certain regulatory and financial risks related to climate change.

◦ We may be exposed to certain regulatory and financial risks related to climate change and other environmental, social and governance (ESG) related matters.

• Risks Related to Our Common Shares

◦ The market price and trading volume of our common shares may be volatile.

◦ The rights of holders of our common shares are subordinate to the rights of the holders of our preferred shares.

◦ Any repurchases of our common shares are within the discretion of our Board of Directors, and there is no guarantee that we will repurchase common shares in the future.

◦ We are governed by the corporate laws in British Columbia, Canada.

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◦ We remain subject to changes in tax law (in various jurisdictions) and other factors that could impact our effective tax rate.

◦ The Canada Revenue Agency (CRA) may disagree with our conclusions on tax treatment.

◦ Future potential changes to U.S.

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Our business typically supports customer projects that are capital intensive and require several years to generate first production, with production lasting for decades.

The economic analyses conducted by our customers in oil sands, Australian mining and liquefied natural gas (LNG) investment areas have historically assumed a relatively conservative longer-term price outlook for production from such projects to determine economic viability.

The economic analyses conducted by our customers in Canadian oil sands, Australian mining and global liquefied natural gas (LNG) investment areas have historically assumed a relatively conservative longer-term price outlook for production from such projects to determine economic viability.

The willingness of natural resources companies to explore, develop and produce depends largely upon the availability of attractive resource prospects and the prevailing view of future commodity prices, and expenditures by our natural resources customers generally lag changes in commodity prices by at least three to six months.

Prices for oil, met coal, LNG, natural gas and other natural resources are subject to large fluctuations in response to changes in global supply of and demand for these commodities.

Global oil prices dropped to historically low levels in April 2020 due to severely reduced global oil demand, the resulting high global crude inventory levels, uncertainty around timing and slope of worldwide economic recovery after COVID-19 related economic shut-downs and effectiveness of production cuts by major oil producing countries, such as Saudi Arabia, Russia and the U.S.

While commodity prices have recovered from the low levels observed during 2020, commodity prices continue to be volatile.

Prices for oil, met coal, LNG, iron ore and other natural resources are subject to large fluctuations in response to changes in global supply of and demand for these commodities.

Global oil prices dropped to historically low levels in April 2020 due to severely reduced global oil demand, high global crude inventory levels, uncertainty around timing and slope of worldwide economic recovery after COVID-19 related economic shut-downs and effectiveness of production cuts by major oil producing countries, such as Saudi Arabia, Russia and the U.S.

While oil prices have recovered from the low levels observed during 2020, commodity prices continue to be volatile.

Other factors beyond our control that affect commodity prices include:

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• the availability of transportation infrastructure and refining capacity for oil, natural gas, LNG and coal;

• global weather conditions, natural disasters and global health concerns such as the COVID-19 pandemic or any future disaster or pandemic;

• global weather conditions, natural disasters, global health concerns, such as the COVID-19 pandemic, or any future disaster or pandemic, and geopolitical events such as the ongoing conflict between Russia and Ukraine;

• global reduction in demand for fossil fuels due to international efforts to address climate change;

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• government, tax and environmental regulation, including climate change legislation and clean energy policies.

In 2018, the Government of Alberta announced it would mandate temporary curtailments of the province’s oil production.

However, in December 2020, monthly production limits were put on hold until further notice, allowing operators to produce freely at their discretion while the government monitors production and inventory levels.

As of February 24, 2023, the West Texas Intermediate (WTI) price was $76.32 and the Western Canadian Select (WCS) price was $60.10, resulting in a discount (WCS Differential) at which WCS trades relative to WTI of $16.22.

Should the price of WTI decline or the WCS discount to WTI widen further, our oil sands customers may delay or eliminate additional investments, further reduce their spending in the oil sands region or curtail or shut-down additional existing operations.

In today's environment, following the extreme global oil demand destruction in 2020 due to the initial spread of COVID-19, our customers in North America have changed their spending and production plans and have reduced or deferred, and may continue to reduce or defer, major expenditures.

As global oil demand recovered throughout 2021 from the depressed levels experienced in 2020, customers have increased production activity.

However, commodity price volatility, continued uncertainty about the ongoing impact of COVID-19, and regulatory complications could cause our customers to reduce production, delay expansionary and maintenance spending and defer additional investments.

The effects of the COVID-19 pandemic have materially affected how we and our customers are operating our businesses, and the duration and extent to which this will impact our future results of operations remains uncertain.

The outbreak of COVID-19 has adversely impacted and continues to impact worldwide economic activity, including natural resources companies in Canada, Australia and the U.S.

The actions taken by governments and the private-sector to mitigate the spread of COVID-19 and the risk of infection, including government-imposed or voluntary social distancing and quarantining, reduced travel and remote work policies, have evolved with the introduction of vaccination efforts, and may continue to evolve as the surfacing of virus variants has added a degree of uncertainty to the continuing global impact of COVID-19.

We have experienced, and expect to continue to experience, some resulting disruptions and increased costs to our business as a result of the measures we have set in place to comply with governmental regulations and customer policies related to COVID-19.

These measures, which help ensure the health and well-being of our employees, guests and contractors, include screening of individuals that enter our facilities, social distancing practices, enhanced cleaning and deep sanitization, the suspension of nonessential employee travel and implementation of work-from-home policies.

The ultimate extent of the impact of COVID-19 on our business, financial condition and results of operations will depend largely on any resurgence in infections, whether due to the spread of any variants of the virus or otherwise, and the related impact on the natural resources industry and the impact of continued governmental actions designed to prevent the spread of COVID-19.

We continue to closely monitor the COVID-19 situation, but as long as the pandemic continues, our employees will continue to be exposed to health risks, and we could be negatively impacted in the future if a significant number of our employees, or employees who perform critical functions, become ill, quarantine as a result of exposure to COVID-19 or do not comply with vaccination programs.

The effects of public health crises, pandemics and epidemics, such as the COVID-19 pandemic, have materially affected, and may materially affect, how we and our customers are operating our and their businesses.

Public health crises, pandemics and epidemics, such as the COVID-19 pandemic, have adversely impacted and may continue to adversely impact, worldwide economic activity, including the operations of natural resources companies in Canada, Australia and the U.S.

and the worldwide demand for oil and natural gas.

Other effects of such public health crises, pandemics and epidemics include significant volatility and disruption of the global financial markets;

continued volatility of commodity prices and related uncertainties around OPEC+ production;

disruption of operations resulting from decreased customer demand and labor shortages;

supply chain disruptions or equipment shortages;

reduced capital spending by oil and gas companies;

and employee impacts from illness, travel restrictions, including border closures, and other community response measures.

Such public health crises, pandemics and epidemics are continuously evolving and the extent to which our business operations and financial results continue to be affected depends on various factors beyond our control, such as the duration, severity and sustained geographic resurgence of the COVID-19 virus;

the emergence, severity and spread of new variants of the virus;

the impact and effectiveness of governmental actions to contain and treat such outbreaks, including government policies and restrictions;

vaccine hesitancy, vaccine mandates, and voluntary or mandatory quarantines;

and the global response surrounding such uncertainties.

Risks Related to Our Customers

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Our ability to do so generally depends on a variety of factors, including overall customer expenditure levels and the quality, price and responsiveness of our services, as well as our ability to market these services effectively and differentiate ourselves from our competitors.

We cannot assure you that we will be able to obtain new business, renew existing customer contracts at the same or higher levels of pricing, or at all, or that our current customers will not turn to competitors, cease operations, elect to (1) utilize their own, on-site accommodations or (2) terminate contracts with us.

We cannot assure that we will be able to obtain new business, renew existing customer contracts at the same or higher levels of pricing, or at all, or that our current customers will not turn to competitors, cease operations, elect to (1) utilize their own, on-site accommodations or (2) terminate contracts with us.

Our business is contract intensive and we are party to many contracts with customers.

Due to the current volatile commodity price environment, our customers may not renew contracts on terms favorable to us or, in some cases, at all, and we may have difficulty obtaining new business.

Due to the volatile nature of commodity prices, our customers may not renew contracts on terms favorable to us or, in some cases, at all, and we may have difficulty obtaining new business.

Several contracts have clauses that allow termination upon the payment of a termination fee.

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Finally, while we periodically review our compliance with contract terms and provisions, if customers were to dispute our contract determinations, the resolution of such disputes in a manner adverse to our interests, including customers withholding payments or modification of payment terms, could negatively affect sales and operating results.

We have agreed to not renew an expiring land lease associated with our McClelland Lake Lodge in Alberta, Canada, which currently expires in June 2023, to support our customer’s intent to mine the land where the lodge is currently located.

In addition, our hospitality services contract at McClelland Lake Lodge expires in June 2023.

Failure to secure a replacement contract for our McClelland Lake Lodge will impact our business and results of operations in the second half of 2023.

Revenues associated with the 2022 room commitments at our McClelland Lake Lodge were approximately C$60 million.

Customer contract cancellations, reduced customer utilization, the failure to renew a significant number of our existing contracts or the failure to obtain new business would have a material adverse effect on our business and results of operations.

Due to the significant geographic concentration of our business, adverse events in areas where we operate could negatively impact our business, and our geographic concentration could limit the number of customers seeking our services.

Because of the concentration of our business in the oil sands region of Alberta, Canada and in the coal producing, Bowen Basin region of Queensland, Australia, two relatively small geographic areas, we have increased exposure to political, regulatory, environmental, labor, climate or natural disasters such as forest fires or flooding, events or developments that could disproportionately impact our operations and financial results.

Because of the concentration of our business in three relatively small geographic areas:

the oil sands region of Alberta, Canada, the coal producing, Bowen Basin region of Queensland, Australia and the iron ore producing, Pilbarra region of Western Australia, we have increased exposure to political, regulatory, environmental, labor, climate or natural disasters such as forest fires or flooding, events or developments that could disproportionately impact our operations and financial results.

For example, in 2011 and 2017, cyclones and resulting flooding threatened our villages in Australia.

Similarly, in 2011 and 2016, forest fires in northern Alberta impacted areas near our Canadian oil sands lodges.

Moreover, global climate change may result in significant natural disasters occurring more

frequently or with greater intensity, such as drought, wildfires, storms, sea-level rise, and flooding.

Many of the areas in which we operate are very remote with limited local supplies and any significant adverse events such as those discussed above could impact our ability to obtain good or services and personnel.

In addition, a limited number of potential customers operate in the areas in which our business is concentrated, and occupancy at each of our lodges may be constrained by the radius which potential customers are willing to transport their workers.

Moreover, global climate change may result in significant natural disasters occurring more frequently or with greater intensity, such as drought, wildfires, storms, sea-level rise, and flooding.

Many of the areas in which we operate are very remote with limited local supplies, including availability of water, electricity or natural gas necessary to operate our business, and any significant adverse events such as those discussed above could impact our ability to obtain good or services and personnel.

In addition, a limited number of potential customers operate in the areas in which our business is located, and occupancy at each of our lodges may be constrained by the radius which potential customers are willing to transport their workers.

Our geographic concentration could limit the number of customers seeking our services, and as to any single lodge or village, we may have few potential customers.

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If demand for our assets were to decrease, or to the extent that we and our competitors have capacity in excess of current demand, we may encounter decreased pricing for, or utilization of, our assets and services, which could adversely impact our operations and profits.

The recent economic disruption caused by COVID-19 and the decline in the price of and demand for oil negatively impacted customer activity in the Canadian oil sands and our U.S.

In 2020, we experienced a decrease in customer demand for accommodations in those areas, and experienced a corresponding decrease in our occupancy and profitability.

As oil prices and demand increased in 2021, customer activity began recovering in both regions, increasing our occupancy and profitability, albeit not to pre-COVID activity levels.

For example, we experienced a decrease in customer demand in 2020 for accommodations in the Canadian oil sands and our U.S.

business as a result of the economic disruption caused by COVID-19, and experienced a corresponding decrease in our occupancy and profitability.

Although customer production activity and resulting demand for our accommodations approached pre-pandemic levels in 2022, volatility in commodity price levels, the ongoing impact of COVID-19 or other global health crises, inflationary pressures, actions taken by OPEC+ to adjust production levels, geopolitical events such as the ongoing Russia/Ukraine conflict, and regulatory implications on such prices, among other factors, could cause our Canadian oil sands and pipeline customers to reduce production, delay expansionary and maintenance spending and defer additional investments in their oil sands assets, which would cause a decrease in customer demand for our accommodations.

Increased operating costs and limited cost recovery through pricing or contract terms may constrain our ability to make a profit.

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From time to time, we have experienced increases in our food costs.

While we believe a portion of these increases were attributable to fuel prices, we believe the increases also resulted from rising global food demand.

While we believe a portion of these increases were attributable to fuel prices, we believe the increases also resulted from rising global food demand, other general inflationary pressures and rising supply chain issues affecting supply of goods, which are exacerbated by the ongoing Russia/Ukraine conflict.

In addition, food prices can fluctuate as a result of foreign exchange rates and temporary changes in supply, including as a result of incidences of wildfires or severe weather such as droughts, heavy rains and late freezes, or other climate effects.

Climate and natural disaster events, such as forest fires or flooding, have the ability to impact local crop production, limiting supply and therefore having an upward pressure on food prices.

For example, large swathes of farmland across the Australian states of New South Wales, Queensland and Victoria in 2022 were inundated with flood waters, damaging wheat and other crops including fruit and vegetables.

A shortage of skilled labor could also result in higher wages due to more expensive temporary hire labor resources that would increase our labor costs, which could negatively affect our profitability.

Since the COVID-19 pandemic began, we have been impacted by increased staff costs as a result of hospitality labor shortages in Australia.

This has been exacerbated by state and international border closures due to COVID-19.

Border closures have affected the number of staff available, which has subsequently led to an increased reliance on more expensive temporary labor hire resources and has negatively affected our profitability.

While our multi-year contracts often provide for annual escalation in our room rates for food, labor and utility inflation, we may be unable to fully recover costs and such increases would negatively impact our profitability on contracts that do not contain such inflation protections.

This has been exacerbated by low levels of immigration into Australia and, specifically, an acute shortage of skilled labor.

The reduced levels of immigration and shortage of skilled labor has subsequently led to an increased reliance on more expensive temporary labor hire resources and has negatively affected our profitability.

Additionally, an increased proportion of temporary labor hire resources has the effect of driving up costs due to a lack of efficiency.

The nature of temporary labor hire resource positions are short term, with key skills unable to be retained in our lodges and villages due to higher staff turnover.

While our multi-year contracts often provide for annual escalation in our room rates for food, labor and utility inflation, we may be unable to fully recover costs, or the recovery may be delayed, and such increases would negatively impact our profitability on contracts that do not contain such inflation protections.

Employee and customer labor problems could adversely affect us.

Our business is labor intensive requiring a significant number of employees to perform housekeeping, janitorial and food services functions at our locations or locations that we manage.

Our business is labor intensive requiring a significant number of employees to perform housekeeping, janitorial and food service functions at our locations or locations that we manage.

As our operations grow or our occupancy increases, we require additional staff to take care of our guests at a standard we deem appropriate and to operate safely.

If we are unable to hire a sufficient labor force, we could be required to increase wages or use temporary labor at a higher cost and reduced efficiency.

We have experienced, and expect to continue to experience, a shortage of labor for certain functions, in part due to concerns around COVID-19, which has increased our labor costs and negatively impacted our profitability.

The extent and duration of the effect of these labor market challenges are subject to numerous factors, including the continuing effect of the COVID-19 pandemic, vaccine mandates that have been or may be announced in jurisdictions in which our businesses operate, availability of qualified persons in the markets where we and our contracted service providers operate, unemployment levels within these markets and our reputation within the labor market.

In 2022, we experienced, and expect to continue to experience, a shortage of labor for certain functions, inflationary pressures on wages, and an increasingly competitive labor market.

The extent and duration of the effect of these labor market challenges are subject to numerous factors, including geopolitical events such as the continuing effect of the COVID-19 pandemic or the ongoing Russia/Ukraine conflict, availability of qualified persons in the markets where we and our contracted service providers operate, inflation and unemployment levels within these markets and our reputation within the labor market.

Inefficient operations or further increased labor costs resulting from these labor market challenges could negatively impact our profitability and could damage our reputation with our customers.

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Collective bargaining agreements in our Canadian operations have individual expiration dates, but in no case extend beyond 2026.

Enterprise bargaining agreements in our Australian operations cover certain employees working at our villages in Queensland, New South Wales and Western Australia, as well as certain employees working at our integrated services customer owned sites in Western Australia.

Enterprise bargaining agreements in our Australian operations cover certain employees working at our villages in Queensland, New South Wales, Western Australia and South Australia, as well as certain employees working at our integrated services customer owned sites in Western Australia.

These agreements either have individual expiration dates or continue until either party seeks to have such agreement cancelled, but in no case extend beyond 2024.

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Because food safety issues could be experienced at the source or by food suppliers or distributors, food safety could, in part, be out of our control.

Regardless of the source or cause, any report of food-borne illness or other food safety issues such as food tampering or contamination at one of our locations could adversely impact our reputation, hindering our ability to renew contracts on favorable terms or to obtain new business, and have a negative impact on our sales.

impact on our revenue.

Future food product recalls and health concerns associated with food contamination may also increase our raw materials costs and, from time to time, disrupt our business.

A variety of regulations at various governmental levels relating to the handling, preparation and serving of food (including, in some cases, requirements relating to the temperature of food), cleanliness of food production facilities and hygiene of food-handling personnel are enforced primarily at the local public health department level.

We can give no assurances that we are in full compliance with all applicable laws and regulations at all times or that we will be able to comply

with any future laws and regulations.

We can give no assurances that we are in full compliance with all applicable laws and regulations at all times or that we will be able to comply with any future laws and regulations.

Furthermore, legislation and regulatory attention to food safety is very high.

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These laws generally prohibit serving alcoholic beverages to certain persons such as a patron who is intoxicated or a minor.

If we violate these laws, we may be liable to the patron and/or third parties for the acts of the patron.

If we violate these laws, we may be liable to the patron and/or to third parties for the acts of the patron.

We cannot guarantee that certain patrons will not be served or that liability for their acts will not be imposed on us.

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Unless we can extend the terms of these leases before their expiration, as to which no assurance can be given, we will lose our right to operate our facilities located on these properties upon expiration of the leases.

In that event, we would be required to remove our accommodations assets and remediate the site.

As of December 31, 2021, we had an asset retirement obligation (ARO) liability on our balance sheet of $13.7 million.

In that event, we would be required to remove our accommodations assets and remediate the site at our own cost, which could be material.

As of December 31, 2022, we had an asset retirement obligation (ARO) liability related to the McClelland Lake Lodge on our balance sheet of $4.1 million.

Consistent with U.S.

generally accepted accounting principles (U.S.

GAAP), this liability is the estimated present value of the amount of required asset removal and site remediation costs related to the retirement of assets at these locations.

generally accepted accounting principles, this liability is the estimated present value of the amount of required asset removal and site remediation costs related to the retirement of assets at this location in 2023.

As of December 31, 2022, we had other ARO liabilities on our balance sheet of $14.0 million.

Should the remediation requirement be accelerated, our near term cash obligation could be significantly larger than the liability currently on our balance sheet and could negatively impact our cash flows and liquidity.

Also, in certain areas in which we operate, we are required to seek permits from local government agencies in order to build a new lodge or operate an existing lodge on leased land.

A proposed regulation in a Regional Municipality of Wood Buffalo, Alberta, where we have eight facilities, would require us to seek renewal of such permits every four years;

A proposed regulation in the Regional Municipality of Wood Buffalo, Alberta, where we have eight facilities, would require us to seek renewal of such permits every four years;

however, this proposal was abandoned in late 2019, and no update has been provided.

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We are susceptible to seasonal earnings volatility due to adverse weather conditions in our regions of operations.

Our operations are directly affected by seasonal differences in weather in the areas in which we operate, most notably in Canada and Australia, and, to a lesser extent, in the Permian Basin.

Our operations are directly affected by seasonal differences in weather in the areas in which we operate.

A portion of our Canadian operations is conducted during the winter months when the winter freeze in remote regions is required for exploration and production activity to occur.

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During the Australian rainy season, generally between the months of November and April, our operations in Queensland and the northern parts of Western Australia can be affected by cyclones, monsoons and resultant flooding.

Severe winter weather conditions in the Permian Basin of the United States can restrict access to work areas for our customers.

Additionally, the areas in which we operate are susceptible to wildfires.

Finally, global climate change may result in certain of these adverse weather conditions occurring more frequently or with greater intensity.

Finally, global climate change may result in certain of these adverse weather conditions occurring more

frequently or with greater intensity.

If any of these conditions occur, our operations could be interrupted and our earnings may be adversely impacted.

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We specialize in providing hospitality services for workforces in remote areas which often lack the infrastructure typically available in nearby towns and cities.

If permanent towns, cities and municipal infrastructure develop, grow or otherwise become available in the oil sands region of northern Alberta, Canada, the west coast of British Columbia or regions of Australia where we operate, then demand for our hospitality services could decrease as customer employees move to the region and choose to utilize permanent housing and food services.

We may be subject to risks associated with the transportation, installation and demobilization of mobile accommodations.

In connection with our Canadian and U.S.

businesses, we currently have several contracts to transport and install modular, skid-mounted accommodations and central facilities that can be quickly configured to serve a multitude of short to medium-term accommodation needs.

In connection with our Canadian business, we currently have several contracts to transport and install modular, skid-mounted accommodations and central facilities that can be quickly configured to serve a multitude of short to medium-term accommodation needs.

In connection with the transportation and installation of these facilities, we may be exposed to various risks, including:

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and threats from terrorist acts.

Although we utilize various procedures and controls to monitor these threats and mitigate our exposure to such threats, there can be no assurance that these procedures and controls will be sufficient in preventing security threats from materializing.

Although we utilize various procedures and controls to monitor these threats and mitigate our exposure to such threats, including cybersecurity insurance, there can be no assurance that these procedures and controls will be sufficient in preventing security threats from materializing.

If any of these events were to materialize, they could lead to losses of sensitive information, critical infrastructure, personnel or capabilities essential to our operations and could have a material adverse effect on our reputation, competitive position, financial position, results of operations or cash flows.

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We have experienced, and expect to continue to confront, efforts by hackers and other third parties to gain unauthorized access or deny access to, or otherwise disrupt, our information technology systems and networks.

While we have not experienced a material incident to date, a material cyber-incident could have a material adverse effect on our business, financial condition, results of operations or liquidity.

While we have not experienced a material incident in the last three years, a material cyber-incident could have a material adverse effect on our business, financial condition, results of operations or liquidity.

Loss of key members of our management could adversely affect our business.

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Any currency controls implemented by local monetary authorities in countries where we currently operate could also adversely affect our business, financial condition and results of operations.

We may attempt to limit the risks of currency fluctuation where possible by entering into financial instruments to protect against foreign currency exposure, but, to date, we have not entered into any foreign currency financial instruments.

Our efforts to limit exchange risks may be unsuccessful, thereby exposing us to foreign currency fluctuations that could cause our results of operations, financial condition and cash flows to deteriorate.

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We recorded impairments of our long-lived assets of $5.7 million, $7.9 million and $50.5 million in 2022, 2021 and 2020, respectively.

We also recorded goodwill impairments of $93.6 million and $19.9 million in 2020 and 2019, respectively.

We also recorded goodwill impairments of $93.6 million in 2020.

As of December 31, 2022, goodwill at our Australian reporting unit represented 1% of total assets, or $7.7 million.

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Legal and Regulatory Risks

We do business in Canada and Australia, whose political and regulatory environments and compliance regimes differ from those in the United States.

We do business in Canada and Australia, whose political and regulatory environments and compliance regimes differ from those in the U.S.

A significant portion of our revenue is attributable to operations in Canada and Australia.

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and (4) regional economic downturns.

The regulatory regimes in these countries are substantially different than those in the United States, and may be unfamiliar to U.S.

The regulatory regimes in these countries are substantially different than those in the U.S., and may be unfamiliar to U.S.

Violations of non-U.S.

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Environmental laws and regulations are subject to change in the future, possibly resulting in more stringent requirements.

The implementation of new laws and regulations could result in materially increased costs, stricter standards and enforcement, larger fines and liability and increased capital expenditures and operating costs, particularly for our customers, and could have an adverse effect on our business or demand for our services.

The implementation of new laws and regulations could result in materially increased costs, stricter standards and enforcement, increased reporting obligations, larger fines and liability and increased capital expenditures and operating costs, particularly for our customers, and could have an adverse effect on our business or demand for our services.

“Business - Government Regulation” of this annual report for a more detailed description of our risks associated with environmental laws and regulations.

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and performance of site investigatory, remedial or other corrective actions.

We may be exposed to certain regulatory and financial risks related to climate change.

Climate change is receiving increasing attention from the media, scientists and legislators alike which has resulted in legislative, regulatory and other initiatives, including international agreements, to reduce greenhouse gas emissions, such as carbon dioxide and methane.

We may be exposed to certain regulatory and financial risks related to climate change and other ESG-related matters.

Climate change and other ESG-related matters are receiving increasing attention from the media, scientists and legislators alike which has resulted in legislative, regulatory and other initiatives, including international agreements, to reduce greenhouse gas emissions, such as carbon dioxide and methane, and proposed regulations to increase climate change reporting obligations.

Significant focus is being made on companies that are active producers of fossil fuels, or companies which serve such producers.

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The outcome of Canadian, Australian and U.S.

federal, regional, provincial and state actions to address global climate change could result in a variety of regulatory programs including potential new regulations, additional charges to fund energy efficiency activities, or other regulatory actions.

efficiency activities, or other regulatory actions.

These actions could both (1) directly impact us due to increased costs associated with our operations, and (2) indirectly impact us due to increased costs of and/or reduced demand for our customers' operations, and resulting reduced demand for our services.

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Such environmental activism and initiatives aimed at limiting climate change and reducing air pollution could interfere with our business activities, operations and ability to access capital.

Furthermore, members of the investment community are increasing their focus on ESG practices and disclosures by public companies.

As a result, we may continue to face increasing pressure regarding our ESG disclosures and practices.

If our ESG disclosures and practices do not meet investor or other stakeholder expectations and standards, which continue to evolve, it could have a material adverse effect on our business or demand for our services.

Additionally, members of the investment community may screen companies such as ours for ESG disclosures and performance before investing in our common shares.

“Business - Government Regulation” of this annual report for a more detailed description of our climate-change related risks.

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• changes in conditions or trends in our industry, markets or customers;

• terrorist acts;

• geopolitical events or terrorist acts;

• trading volume of our common shares;

• the majority of our common shares being held by a few shareholders;

• future sales of our common shares or other securities by us, members of our management team or our existing shareholders;

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This volatility has had a significant effect on the market prices of securities issued by many companies for reasons potentially unrelated to their operating performance.

For example, our share price may experience substantial volatility due to uncertainty regarding commodity prices.

For example, our share price may experience substantial volatility due to uncertainty regarding

commodity prices.

These market fluctuations, regardless of the cause, may materially and adversely affect our share price, regardless of our operating results.

Price volatility may cause the average price at which we repurchase our common shares (see Note 17 – Share Repurchase Program for a discussion of repurchases of our common shares) in a given period to exceed the share price at a given point in time.

Price volatility may cause the average price at which we repurchase our common shares (see Note 17 – Common Share Repurchases for a discussion of repurchases of our common shares) in a given period to exceed the share price at a given point in time.

In addition, stock market volatility may impact our ability to access the capital markets in the future on acceptable terms or at all.

Furthermore, the trading market for our common shares is influenced by the research and reports that industry or securities analysts publish about us or our business.

If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.

The rights of holders of our common shares are subordinate to the rights of the holders of our preferred shares.

The holders of the preferred shares issued in the Noralta Acquisition have rights and preferences superior to those of the holders of our common shares, including the right to receive a 2% annual dividend, paid quarterly in cash or, at our option, by increasing the preferred shares’ liquidation preference, or any combination thereof and the right to receive a liquidation preference prior to any distribution of our assets to the holders of our common shares.

In addition, holders of the preferred shares may convert their shares into common shares at an initial conversion price of $39.60 per common share, which may not be the fair market value of such shares at the time of conversion.

We are governed by the corporate laws in British Columbia, Canada which in some cases have a different effect on shareholders than the corporate laws in Delaware, United States.

Any repurchases of our common shares are within the discretion of our Board of Directors, and there is no guarantee that we will repurchase common shares in the future.

The amount and timing of all future purchases of common shares pursuant to our share repurchase program, if any, are subject to the discretion of the Board of Directors and will depend upon business conditions, results of operations, financial condition and other factors.

Our Board of Directors may, without advance notice, suspend or terminate our share repurchase program.

There can be no assurance that we will make repurchases of our common shares in the future.

The existence of our share repurchase program could diminish our cash reserves, which may impact our ability to finance future growth and to pursue possible future strategic growth projects.

In addition, any elimination of, or downward revision in, our share repurchase program could have an adverse effect on the market price of our common shares.

While the U.S.

has imposed an excise tax on U.S.

domestic corporations repurchasing stock, our share repurchase program is not currently subject to this tax.

A similar tax has been proposed in Canada, which if enacted, would apply to us and may impact the tax efficiency of our share repurchase program.

We are governed by the corporate laws in British Columbia, Canada which in some cases have a different effect on shareholders than the corporate laws in Delaware, U.S.

There are material differences between the Business Corporations Act (British Columbia) (BCBCA) as compared to the Delaware General Corporation Law (DGCL).

For example, some of these material differences include the following:

majority vote by shareholders, whereas DGCL generally only requires a majority vote of shareholders for similar material corporate transactions;

(1) for material corporate transactions (such as amalgamations, arrangements, the sale of all or substantially all of our undertaking, and other extraordinary corporate transactions), the BCBCA, subject to the provisions of our articles, generally requires two-thirds majority vote by shareholders, whereas DGCL generally only requires a majority vote of shareholders for similar material corporate transactions;

and (2) under the BCBCA, a holder of 5% or more of our common shares can requisition a general meeting of shareholders for the purpose of transacting any business that may be transacted at a general meeting, whereas the DGCL does not give this right.

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Any such changes could have a material impact on our overall tax rate.

Canada has also introduced tax rules governing “foreign affiliate dumping” in the Canadian Tax Act that can have adverse tax consequences in respect of non-Canadian business activities and investments for Canadian corporations that are

controlled by non-Canadian corporations.

These rules would have a negative impact on us to the extent that we became controlled by a non-Canadian resident corporation.

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and other countries in which we and our affiliates do business could change on a prospective or retroactive basis (or both), and any such changes could materially adversely affect us.

The Canada Revenue Agency (CRA) may disagree with our conclusions on tax treatment, and the CRA has not provided (and we have not requested), a ruling on the Canadian tax aspects of our redomestication.

We completed our redomestication from Delaware to British Columbia, Canada in 2015 (the Redomicile Transaction).

We do not believe that the Redomicile Transaction resulted in any material Canadian federal income tax liability to us;

however, the CRA did not provide (and we did not request) a ruling on the Canadian tax aspects of the Redomicile Transaction, and there can be no assurance that the CRA will agree with our interpretation of the tax aspects of the Redomicile Transaction or any related matters associated therewith.

If the CRA were to disagree with our views about the tax implications of the Redomicile Transaction, it could take the position that material Canadian federal income tax liabilities or amounts on account thereof are payable by us as a result of the Redomicile Transaction, in which case, we expect that we would contest such assessment.

To contest such assessment, we would be required to remit cash equal to half of the amount in dispute, or provide security acceptable to the CRA, to prevent the CRA from seeking enforcement actions pending the dispute of such assessment.

If we were unsuccessful in disputing the assessment, the implications could be materially adverse to us.

Future potential changes to U.S.

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federal income tax purposes.

Although, as noted above, we believe that we are treated as a foreign corporation for U.S.

Although we believe that we are treated as a foreign corporation for U.S.

federal income tax purposes, changes to Section 7874 of the Internal Revenue Code or the U.S.

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For example, members of Congress from time to time have proposed changes to the Internal Revenue Code, and the U.S.

Treasury has taken and may continue to take regulatory action, in connection with so-called inversion transactions.

Treasury has taken and may continue to take regulatory action, in connection with inversion transactions.

The timing and substance of any such change in law or regulatory action is uncertain.

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The precise scope and application of any legislative or regulatory proposals will not be clear until they are actually issued, and, accordingly, until such legislation or regulations are issued and fully understood, we cannot be certain as to their potential impact.

Any such changes could apply retroactively to a date prior to the date of the Redomicile Transaction.

Any such changes could apply retroactively to a date prior to the date of our redomestication from Delaware to British Columbia, Canada in 2015.

If Civeo were to be treated as a U.S.

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

What changed 10-K

Item 1A. Risk Factors