What changed in this filing

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Item 1. Financial Statements

2023-10-27 compared with 2023-07-28 · 124 added, 112 removed, 407 unchanged (37% of the section changed)

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

14 unchanged sentences

Interest income 44 13 126 15

Other income 427 415 2,877 2,111

Other income (expense) ( 4,709 ) 2,179 ( 1,832 ) 4,290

Income before income taxes 8,009 9,976 9,976 25,492

Income tax expense ( 2,878 ) ( 1,821 ) ( 4,111 ) ( 3,378 )

Net income (loss) 4,167 10,230 ( 2,144 ) 12,138

Income tax benefit (expense) 1,214 ( 3,713 ) ( 2,897 ) ( 7,091 )

Net income 9,223 6,263 7,079 18,401

Net income (loss) attributable to noncontrolling interest 201 546 ( 53 ) 1,706

Net income (loss) attributable to Civeo Corporation 4,463 9,568 ( 1,890 ) 10,978

Net income attributable to Civeo Corporation 9,022 5,717 7,132 16,695

Dividends attributable to Class A preferred shares — 492 — 1,469

Net income (loss) attributable to Civeo common shareholders $ 4,463 $ 9,078 $ ( 1,890 ) $ 10,001

Net income attributable to Civeo common shareholders $ 9,022 $ 5,225 $ 7,132 $ 15,226

Per Share Data (see Note 6)

Basic net income (loss) per share attributable to Civeo Corporation common shareholders $ 0.30 $ 0.55 $ ( 0.13 ) $ 0.60

Diluted net income (loss) per share attributable to Civeo Corporation common shareholders $ 0.30 $ 0.54 $ ( 0.13 ) $ 0.60

Basic net income per share attributable to Civeo Corporation common shareholders $ 0.61 $ 0.32 $ 0.48 $ 0.92

Diluted net income per share attributable to Civeo Corporation common shareholders $ 0.61 $ 0.32 $ 0.47 $ 0.91

Weighted average number of common shares outstanding:

1 unchanged sentence

Diluted 14,891 14,064 15,051 14,220

Dividends per common share $ 0.25 $ — $ 0.25 $ —

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

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Net income (loss) $ 4,167 $ 10,230 $ ( 2,144 ) $ 12,138

Other comprehensive income (loss), net of taxes:

Net income $ 9,223 $ 6,263 $ 7,079 $ 18,401

Other comprehensive loss, net of taxes:

Foreign currency translation adjustment, net of zero taxes

( 6,795 ) ( 20,745 ) ( 6,890 ) ( 32,757 )

Total other comprehensive income (loss), net of taxes 2,081 ( 20,024 ) ( 95 ) ( 12,012 )

Total other comprehensive loss, net of taxes ( 6,795 ) ( 20,745 ) ( 6,890 ) ( 32,757 )

Comprehensive income (loss) 2,428 ( 14,482 ) 189 ( 14,356 )

5 unchanged sentences

(In Thousands, Excluding Share Amounts)

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Current assets:

27 unchanged sentences

Shareholders’ Equity:

Preferred shares (Class A Series 1) no par value;

50,000,000 shares authorized

Preferred shares (Class A Series 1) — —

Common shares ( no par value;

24 unchanged sentences

Shareholders’

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

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

Net income — — — 5,717 — — 546 6,263

4 unchanged sentences

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

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

Balance, June 30, 2023 $ — $ — $ 1,626,556 $ ( 939,983 ) $ ( 9,063 ) $ ( 385,350 ) $ 3,173 $ 295,333

Balance, March 31, 2023 $ — $ — $ 1,625,379 $ ( 940,247 ) $ ( 9,063 ) $ ( 387,361 ) $ 3,469 $ 292,177

Net income (loss) — — — 4,463 — — ( 296 ) 4,167

Net income — — — 9,022 — — 201 9,223

Currency translation adjustment — — — — — ( 6,730 ) ( 65 ) ( 6,795 )

2 unchanged sentences

Share-based compensation — — 1,253 — — — — 1,253

Balance, June 30, 2023 $ — $ — $ 1,626,556 $ ( 939,983 ) $ ( 9,063 ) $ ( 385,350 ) $ 3,173 $ 295,333

Balance, September 30, 2023 $ — $ — $ 1,627,809 $ ( 935,944 ) $ ( 9,063 ) $ ( 392,080 ) $ 3,241 $ 293,963

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

Net income (loss) — — — 10,978 — — 1,160 12,138

Net income — — — 16,695 — — 1,706 18,401

Currency translation adjustment — — — — — ( 32,525 ) ( 232 ) ( 32,757 )

3 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

Balance, December 31, 2022 $ — $ — $ 1,624,512 $ ( 930,123 ) $ ( 9,063 ) $ ( 385,187 ) $ 3,562 $ 303,701

4 unchanged sentences

Share-based compensation — — 3,297 — — — — 3,297

Balance, June 30, 2023 $ — $ — $ 1,626,556 $ ( 939,983 ) $ ( 9,063 ) $ ( 385,350 ) $ 3,173 $ 295,333

Balance, September 30, 2023 $ — $ — $ 1,627,809 $ ( 935,944 ) $ ( 9,063 ) $ ( 392,080 ) $ 3,241 $ 293,963

Shares Common

2 unchanged sentences

Common shares repurchased — ( 443 )

Balance, June 30, 2023 — 14,863

Balance, September 30, 2023 — 14,801

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:

Net income (loss) $ ( 2,144 ) $ 12,138

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net income $ 7,079 $ 18,401

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

Depreciation and amortization 59,277 65,818

1 unchanged sentence

Non-cash compensation charge 3,297 2,861

Gains on disposals of assets ( 2,445 ) ( 1,895 )

Provision for credit losses, net of recoveries ( 65 ) ( 24 )

Losses (gains) on disposals of assets 2,264 ( 4,069 )

Provision (benefit) for credit losses, net of recoveries 120 ( 23 )

Other, net 1,900 2,397

15 unchanged sentences

Term loan repayments ( 22,338 ) ( 23,059 )

Dividends paid ( 3,731 ) —

Repurchases of common shares ( 9,222 ) ( 14,209 )

37 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

13 unchanged sentences

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

As of June 30, 2023, 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, 2023, 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

2023 2024 2025 Thereafter Total

Revenue expected to be recognized as of June 30, 2023 $ 64,514 $ 141,044 $ 103,287 $ 361,652 $ 670,497

Revenue expected to be recognized as of September 30, 2023 $ 43,646 $ 151,716 $ 111,329 $ 383,980 $ 690,671

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

4 unchanged sentences

We believe that the carrying values of these instruments on the accompanying consolidated balance sheets approximate their fair values.

As of June 30, 2023 and December 31, 2022, 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.

As of September 30, 2023 and December 31, 2022, 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.

In addition, the estimated fair value of our assets held for sale is based upon Level 2 fair value measurements, which include appraisals and previous negotiations with third parties.

DETAILS OF SELECTED BALANCE SHEET ACCOUNTS

Additional information regarding selected balance sheet accounts at June 30, 2023 and December 31, 2022 is presented below (in thousands):

CIVEO CORPORATION

1 unchanged sentence

FINANCIAL STATEMENTS

June 30, 2023 December 31, 2022

DETAILS OF SELECTED BALANCE SHEET ACCOUNTS

Additional information regarding selected balance sheet accounts at September 30, 2023 and December 31, 2022 is presented below (in thousands):

September 30, 2023 December 31, 2022

Accounts receivable, net:

5 unchanged sentences

Total accounts receivable, net $ 153,946 $ 119,755

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Finished goods and purchased products $ 4,955 $ 5,538

Work in process — —

Raw materials 1,317 1,369

Total inventories $ 6,272 $ 6,907

(in years) June 30, 2023 December 31, 2022

(in years) September 30, 2023 December 31, 2022

Property, plant and equipment, net:

9 unchanged sentences

Total property, plant and equipment, net $ 263,436 $ 301,890

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Accrued liabilities:

1 unchanged sentence

Accrued taxes, other than income taxes 2,988 2,873

Other 4,381 1,980

Total accrued liabilities $ 48,693 $ 39,211

June 30, 2023 December 31, 2022

(1) The increase in Other accrued liabilities from December 31, 2022 to September 30, 2023 was due to payments received in the third quarter of 2023 from a customer related to an asset sale contract, which are expected to be recognized in the fourth quarter of 2023 and the first quarter of 2024.

CIVEO CORPORATION

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

September 30, 2023 December 31, 2022

Contract liabilities (Deferred revenue):

4 unchanged sentences

(1) Current contract liabilities and Noncurrent contract liabilities are included in "Deferred revenue" and "Other noncurrent liabilities," respectively, in our unaudited consolidated balance sheets.

CIVEO CORPORATION

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

Deferred revenue typically consists of upfront payments received before we satisfy the associated performance obligation.

The increase in deferred revenue from December 31, 2022 to June 30, 2023 was primarily due to a payment received from a customer for village enhancements in Australia, which we will recognize over the contracted terms.

The increase in deferred revenue from December 31, 2022 to September 30, 2023 was due to payments received from a customer for village enhancements in Australia and a payment received from a customer related to an asset transportation contract, which will all be recognized over the contracted terms.

ASSETS HELD FOR SALE

As of June 30, 2023 and December 31, 2022, assets held for sale included certain assets in our Canadian business segment and the U.S.

As of September 30, 2023 and December 31, 2022, assets held for sale included certain assets in our Canadian business segment and the U.S.

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

During the first quarter of 2023, we sold the accommodation assets at our Louisiana location.

The land at this location remains in assets held for sale as of June 30, 2023.

The following table summarizes the carrying amount as of June 30, 2023 and December 31, 2022 of the assets classified as held for sale (in thousands):

June 30, 2023 December 31, 2022

The land at this location remains in assets held for sale as of September 30, 2023.

During the third quarter of 2023, we entered into a definitive agreement to sell our McClelland Lake Lodge assets for approximately C$ 49 million, or US$ 36 million.

The related assets had no remaining carrying value.

During the third quarter of 2023, we recognized $ 4.9 million in demobilization costs and received $ 9.1 million in cash proceeds associated with the sale.

We expect to recognize the remaining demobilization costs and the proceeds of the sale in the fourth quarter of 2023 and first quarter of 2024.

The following table summarizes the carrying amount as of September 30, 2023 and December 31, 2022 of the assets classified as held for sale (in thousands):

September 30, 2023 December 31, 2022

Assets held for sale:

2 unchanged sentences

EARNINGS PER SHARE

For the three and six months ended June 30, 2023, we calculated our basic earnings per share by dividing net income (loss) attributable to common shareholders, before allocation of earnings to participating earnings by the weighted average number of common shares outstanding.

For the three and nine months ended September 30, 2023, we calculated our basic earnings per share by dividing net income (loss) attributable to common shareholders, before allocation of earnings to participating earnings by the weighted average number of common shares outstanding.

For diluted earnings per share, the basic shares outstanding are adjusted by adding all potentially dilutive securities.

For the three and six months ended June 30, 2022, a period during which we had participating securities in the form of Class A preferred shares, we used the two-class method to calculate basic and diluted earnings per share.

For the three and nine months ended September 30, 2022, a period during which we had participating securities in the form of Class A preferred shares, we used the two-class method to calculate basic and diluted earnings per share.

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

1 unchanged sentence

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

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

Net income attributable to common shareholders, after allocation of earnings to participating

CIVEO CORPORATION

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

earnings 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.

2 unchanged sentences

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

CIVEO CORPORATION

NOTES TO UNAUDITED CONSOLIDATED

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):

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

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

2023 2022 2023 2022

Net income (loss) attributable to Civeo common shareholders, before allocation of earnings to participating securities $ 4,463 $ 9,078 $ ( 1,890 ) $ 10,001

Net income attributable to Civeo common shareholders, before allocation of earnings to participating securities $ 9,022 $ 5,225 $ 7,132 $ 15,226

income allocated to participating securities — ( 794 ) — ( 2,297 )

Net income (loss) attributable to Civeo Corporation common shareholders, after allocation of earnings to participating securities $ 4,463 $ 7,722 $ ( 1,890 ) $ 8,504

Net income attributable to Civeo Corporation common shareholders, after allocation of earnings to participating securities $ 9,022 $ 4,431 $ 7,132 $ 12,929

undistributed income attributable to participating securities — 794 — 2,297

undistributed income reallocated to participating securities — ( 788 ) — ( 2,275 )

Diluted net income (loss) attributable to Civeo Corporation common shareholders, after reallocation adjustment for participating securities $ 4,463 $ 7,732 $ ( 1,890 ) $ 8,518

Diluted net income attributable to Civeo Corporation common shareholders, after reallocation adjustment for participating securities $ 9,022 $ 4,437 $ 7,132 $ 12,951

Weighted average shares outstanding - basic 14,814 13,932 14,980 14,058

1 unchanged sentence

Weighted average shares outstanding - diluted 14,891 14,064 15,051 14,220

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

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

$ 0.61 $ 0.32 $ 0.48 $ 0.92

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

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

$ 0.61 $ 0.32 $ 0.47 $ 0.91

1 unchanged sentence

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):

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

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

2023 2022 2023 2022

1 unchanged sentence

Preferred shares — 2.5 — 2.5

(1) Share-based awards for the three and six months ended June 30, 2023 and June 30, 2022 totaled fewer than 0.1 million shares.

(1) Share-based awards for the three and nine months ended September 30, 2023 and September 30, 2022 totaled fewer than 0.1 million shares.

CIVEO CORPORATION

1 unchanged sentence

FINANCIAL STATEMENTS

As of June 30, 2023 and December 31, 2022, long-term debt consisted of the following (in thousands):

June 30, 2023 December 31, 2022

As of September 30, 2023 and December 31, 2022, long-term debt consisted of the following (in thousands):

September 30, 2023 December 31, 2022

Canadian term loan;

weighted average interest rate of 7.9 % for the six month period ended June 30, 2023

weighted average interest rate of 8.1 % for the nine month period ended September 30, 2023

$ 7,396 $ 29,532

revolving credit facility;

weighted average interest rate of 9.9 % for the six month period ended June 30, 2023

weighted average interest rate of 10.1 % for the nine month period ended September 30, 2023

Canadian revolving credit facility;

weighted average interest rate of 8.0 % for the six month period ended June 30, 2023

weighted average interest rate of 8.2 % for the nine month period ended September 30, 2023

95,852 101,147

Australian revolving credit facility;

weighted average interest rate of 6.5 % for the six month period ended June 30, 2023

weighted average interest rate of 6.7 % for the nine month period ended September 30, 2023

103,248 132,037

4 unchanged sentences

Credit Agreement

As of June 30, 2023, our Credit Agreement (as then amended to date, the Credit Agreement) provided for:

As of September 30, 2023, 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, 2023.

We were in compliance with our covenants as of September 30, 2023.

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, 2023, 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, 2023, we had outstanding letters of credit of $ 0.3 million under the U.S.

As of September 30, 2023, 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, 2023, 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, 2023 and 2022, 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, 2023 totaled $ 2.9 million, or 40.9 % of pretax income, compared to income tax expense of $ 1.8 million, or 15.1 % of pretax income, for the three months ended June 30, 2022.

Our effective tax rate for each of the three months ended June 30, 2023 and 2022 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 the six months ended June 30, 2023 totaled $ 4.1 million, or 209.0 % of pretax income, compared to income tax expense of $ 3.4 million, or 21.8 % of pretax income, for the six months ended June 30, 2022.

Our effective tax rate for each of the six months ended June 30, 2023 and 2022 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.

As of September 30, 2023 and 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.

Our income tax benefit for the three months ended September 30, 2023 totaled $ 1.2 million, or ( 15.2 )% of pretax income, compared to income tax expense of $ 3.7 million, or 37.2 % of pretax income, for the three months ended September 30, 2022.

Our effective tax rate for the three months ended September 30, 2023 and 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.

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 the nine months ended September 30, 2023 totaled $ 2.9 million, or 29.0 % of pretax income, compared to income tax expense of $ 7.1 million, or 27.8 % of pretax income, for the nine months ended September 30, 2022.

Our effective tax rate for the nine months ended September 30, 2023 and 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.

COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

ACCUMULATED OTHER COMPREHENSIVE LOSS

Our accumulated other comprehensive loss increased $ 0.2 million from $ 385.2 million at December 31, 2022 to $ 385.4 million at June 30, 2023, as a result of foreign currency exchange rate fluctuations.

Changes in other comprehensive loss during the first six months of 2023 were primarily driven by the Australian dollar decreasing in value compared to the U.S.

Our accumulated other comprehensive loss increased $ 6.9 million from $ 385.2 million at December 31, 2022 to $ 392.1 million at September 30, 2023, as a result of foreign currency exchange rate fluctuations.

Changes in other comprehensive loss during the nine months of 2023 were primarily driven by the Australian dollar decreasing in value compared to the U.S.

dollar and the Canadian dollar increasing in value compared to the U.S.

Excluding intercompany balances, our Canadian dollar and Australian dollar functional currency net assets totaled approximately C$ 186 million and A$ 217 million, respectively, at June 30, 2023.

Excluding intercompany balances, our Canadian dollar and Australian dollar functional currency net assets totaled approximately C$ 198 million and A$ 211 million, respectively, at September 30, 2023.

CIVEO CORPORATION

1 unchanged sentence

FINANCIAL STATEMENTS

SHARE REPURCHASE PROGRAMS AND DIVIDENDS

Share Repurchase Programs

In August 2022 and August 2021, our Board of Directors (Board) authorized common share repurchase programs to repurchase up to 5.0 % of our total common shares which were issued and outstanding, or approximately 685,000 common shares and 715,000 common shares, respectively, over a twelve month period.

In August 2023, 2022 and 2021, our Board of Directors (Board) authorized common share repurchase programs to repurchase up to 5.0 % of our total common shares which were issued and outstanding, or approximately 742,000 , 685,000 and 715,000 common shares, respectively, over a twelve month period.

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.

2 unchanged sentences

The following table summarizes our common share repurchases pursuant to our share repurchase programs (in thousands, except per share data).

Three Months Ended

June 30, Six Months Ended

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

2023 2022 2023 2022

2 unchanged sentences

Average price paid per share $ 20.05 $ 29.65 $ 20.78 $ 28.54

In addition to the share repurchases pursuant to our 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.

Our Board declared a quarterly dividend on September 5, 2023 of $ 0.25 per common share to shareholders of record as of close of business on September 15, 2023.

The total cash payment of $ 3.7 million was paid on September 29, 2023.

The dividend is an eligible dividend pursuant to the Income Tax Act (Canada).

SHARE-BASED COMPENSATION

5 unchanged sentences

On May 17, 2023, we granted 49,598 restricted share and deferred share awards to our non-employee directors, which vest in their entirety on May 15, 2024.

Compensation expense associated with restricted share awards, restricted share units and deferred share awards recognized in the three months ended June 30, 2023 and 2022 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, 2023 and 2022 totaled $ 0.5 million and $ 0.7 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, 2023 and 2022 was $ 0.8 million and $ 1.5 million, 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, 2023 and 2022 was $ 0.9 million and $ 2.1 million, respectively.

At June 30, 2023, 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, 2023 and 2022 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 nine months ended September 30, 2023 and 2022 totaled $ 0.8 million and $ 0.9 million, respectively.

The total fair value of restricted share awards, restricted share units and deferred share awards that vested during the three months ended September 30, 2023 and 2022 was zero and less than $ 0.1 million, respectively.

The total fair value of restricted share awards, restricted share units and deferred share awards that vested during the nine months ended September 30, 2023 and 2022 was $ 0.9 million and $ 2.1 million, respectively.

CIVEO CORPORATION

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

At September 30, 2023, unrecognized compensation cost related to restricted share awards, restricted share units and deferred share awards was $ 0.7 million, which is expected to be recognized over a weighted average period of 0.6 years.

Phantom Share Awards.

2 unchanged sentences

Phantom share awards are settled in cash upon vesting.

During the three months ended June 30, 2023 and 2022, we recognized compensation expense associated with phantom shares totaling $ 1.4 million and $ 2.5 million, respectively.

During the six months ended June 30, 2023 and 2022, we recognized compensation expense associated with phantom shares totaling $ 3.2 million and $ 4.9 million, respectively.

At June 30, 2023, unrecognized compensation cost related to phantom shares was $ 8.3 million, as remeasured at June 30, 2023, which is expected to be recognized over a weighted average period of 2.0 years.

CIVEO CORPORATION

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

During the three months ended September 30, 2023 and 2022, we recognized compensation expense associated with phantom shares totaling $ 1.7 million and $ 2.3 million, respectively.

During the nine months ended September 30, 2023 and 2022, we recognized compensation expense associated with phantom shares totaling $ 4.8 million and $ 7.2 million, respectively.

At September 30, 2023, unrecognized compensation cost related to phantom shares was $ 7.3 million, as remeasured at September 30, 2023, which is expected to be recognized over a weighted average period of 1.8 years.

Performance Awards.

3 unchanged sentences

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, 2023 and 2022, we recognized compensation expense associated with performance share awards totaling $ 0.9 million and $ 0.7 million, respectively.

During the six months ended June 30, 2023 and 2022, we recognized compensation expense associated with performance share awards totaling $ 1.5 million and $ 1.3 million, respectively.

No performance share awards vested during the three months ended June 30, 2023 and 2022.

The total fair value of performance share awards that vested during the six months ended June 30, 2023 and 2022 was zero and $ 2.4 million, respectively.

At June 30, 2023, unrecognized compensation cost related to performance share awards was $ 5.5 million, which is expected to be recognized over a weighted average period of 2.0 years.

During the three months ended September 30, 2023 and 2022, we recognized compensation expense associated with performance share awards totaling $ 1.0 million and $ 0.6 million, respectively.

During the nine months ended September 30, 2023 and 2022, we recognized compensation expense associated with performance share awards totaling $ 2.5 million and $ 1.9 million, respectively.

No performance share awards vested during the three months ended September 30, 2023 and 2022.

The total fair value of performance share awards that vested during the nine months ended September 30, 2023 and 2022 was zero and $ 2.4 million, respectively.

At September 30, 2023, unrecognized compensation cost related to performance share awards was $ 4.6 million, which is expected to be recognized over a weighted average period of 1.8 years.

CIVEO CORPORATION

8 unchanged sentences

no longer meets the reportable segment quantitative thresholds required by GAAP and is included below within the Corporate, other and eliminations category.

Prior periods have been updated to be consistent with the presentation for the three and six months ended June 30, 2023.

Financial information by business segment for each of the three and six months ended June 30, 2023 and 2022 is summarized in the following table (in thousands):

Prior periods have been updated to be consistent with the presentation for the three and nine months ended September 30, 2023.

Financial information by business segment for each of the three and nine months ended September 30, 2023 and 2022 is summarized in the following table (in thousands):

revenues Depreciation

1 unchanged sentence

(loss) Capital

Three months ended June 30, 2023

Three months ended September 30, 2023

Canada $ 95,144 $ 9,565 $ 10,811 $ 3,006 $ 745,377

2 unchanged sentences

Total $ 183,572 $ 16,914 $ 16,039 $ 9,462 $ 556,594

Three months ended June 30, 2022

Three months ended September 30, 2022

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

2 unchanged sentences

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

Six months ended June 30, 2023

Nine months ended September 30, 2023

Canada $ 280,067 $ 37,067 $ 9,486 $ 7,075 $ 745,377

2 unchanged sentences

Total $ 530,006 $ 59,277 $ 22,307 $ 21,179 $ 556,594

Six months ended June 30, 2022

Nine months ended September 30, 2022

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

6 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.

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 volatility in the price of and demand for commodities, as well as our expectations about capital expenditures in 2023 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.

9 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