What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-29 compared with 2023-03-01 · 264 added, 299 removed, 1000 unchanged (36% of the section changed)

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As of the end of the period covered by this annual report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2023 at the reasonable assurance level.

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Other Information

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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The information required by Item 10 hereby is incorporated by reference to such information as set forth in the Company's Definitive Proxy Statement for the 2024 Annual General Meeting of Shareholders.

The Board of Directors of the Company has documented its governance practices by adopting several corporate governance policies.

These governance policies, including the Company's Corporate Governance Guidelines, Corporate Code of Business Conduct and Ethics and Financial Code of Ethics for Senior Officers, as well as the charters for the committees of the Board of Directors (Audit Committee, Compensation Committee, Finance and Investment Committee and Environmental, Social, Governance and Nominating Committee) may also be viewed at the Company's website.

The Board of the Company has documented its governance practices by adopting several corporate governance policies.

These governance policies, including the Company's Corporate Governance Guidelines, Corporate Code of Business Conduct and Ethics and Financial Code of Ethics for Senior Officers, as well as the charters for the committees of the Board (Audit Committee, Compensation Committee, Finance and Investment Committee and Environmental, Social, Governance and Nominating Committee) may also be viewed at the Company's website.

The Financial Code of Ethics for Senior Officers applies to our principal executive officer, principal financial officer, principal accounting officer and certain other senior officers.

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(b) Index of Exhibits

2.1 Separation and Distribution Agreement by and between Oil States International, Inc.

and Civeo Corporation, dated May 27, 2014 (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No.

001-36246) filed on June 2, 2014).

2.1 Share Purchase Agreement, dated November 26, 2017, by and among Civeo Corporation, Noralta Lodge Ltd., Torgerson Family Trust, 2073357 Alberta Ltd., 2073358 Alberta Ltd., 1818939 Alberta Ltd., 2040618 Alberta Ltd., 2040624 Alberta Ltd., 989677 Alberta Ltd.

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001-36246) filed on November 20, 2020.

3.3* Amended and Restated Articles of Civeo Corporation .

3.3 Amended and Restated Articles of Civeo Corporation (incorporated herein by reference to Exhibit 3.3 to the Annual Report on Form 10-K (File No.

001-36246) filed on March 1, 2023) .

4.1 Form of Common Share Certificate (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K12B (File No.

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1, Amendment No.

2, Amendment No.

3 and Amendment No.

3 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No.

001-36246) filed on July 29, 2020).

4 (incorporated by reference to Appendix B to Civeo Corporation's Schedule 14A filed on March 31, 2023).

10.3† Performance Share Award Program under the 2014 Equity Participation Plan (incorporated herein by reference to Exhibit 10.3 to the Annual Report on Form 10-K (File No.

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001-36246) filed on September 8, 2021).

10.23† First Amendment to Syndicated Facility Agreement, dated as of March 31, 2023, among Civeo Corporation, Civeo Management LLC and Civeo Pty Limited, as Borrowers, certain subsidiary guarantors of the Borrowers party thereto, the Lenders party thereto, the Issuing Banks, the Swing Line Lenders, Royal Bank of Canada, as administrative agent for the U.S.

Lenders, U.S.

collateral agent, administrative agent for the Canadian Lenders and Canadian collateral agent and RBC Europe Limited, as administrative agent for the Australian Lenders and Australian collateral agent (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-K (File No.

001-36246) filed on April 28, 2023 ) .

10.24† Form of Director Deferred Share Agreement (United States) (incorporated herein by reference to Exhibit 10.31 to the Annual Report on Form 10-K for the year ended December 31, 2018 (File No.

10.25† Form of Director Deferred Share Agreement (Canada) (incorporated herein by reference to Exhibit 10.32 to the Annual Report on Form 10-K for the year ended December 31, 2018 (File No.

10.25†* Amendment to Executive Change of Control Severance Agreement between Civeo Corporation and Carolyn Stone, dated April 4, 2022.

10.26† Amendment to Executive Change of Control Severance Agreement between Civeo Corporation and Carolyn Stone, dated April 4, 2022 (incorporated herein by reference to Exhibit 10.25 to the Annual Report on Form 10-K (File No.

001-36246) filed on March 1, 2023) .

10.27† Retention Commitment Agreement between Civeo Corporation and Allan Schoening, dated July 26, 2022 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-36246) filed on August 1, 2022).

10.28† Amendment to Retention Commitment Agreement, dated as of October 5, 2023, between Civeo Corporation and Allan D.

Schoening (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-36246) filed on October 1 1 , 202 3 ).

21.1* List of Significant Subsidiaries of Civeo Corporation .

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Section 1350.

97.1* C o mpensation Recoupment ( Clawback ) Policy.

101.INS* Inline XBRL Instance Document

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/s/ RICHARD A.

NAVARRE Chairman of the Board

NAVARRE Chair of the Board

/s/ BRADLEY J.

DODSON Director, President & Chief Executive Officer

DODSON Director, President and Chief Executive Officer

Dodson (Principal Executive Officer)

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Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Pub l ic A ccounting Firm

To the Shareholders and the Board of Directors of Civeo Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Civeo Corporation (“the Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, comprehensive loss, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Civeo Corporation (“the Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, comprehensive income (loss), changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S.

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Description of the Matter

As more fully described in Note 2 and Note 14 to the consolidated financial statements, at December 31, 2022, the Company had deferred tax assets related to deductible temporary differences and net loss carryforwards of $62.6 million, net of an $82.9 million valuation allowance.

As more fully described in Note 2 and Note 14 to the consolidated financial statements, at December 31, 2023, the Company had deferred tax assets related to deductible temporary differences and net loss carryforwards of $46.2 million, net of a $78.8 million valuation allowance.

Deferred tax assets are reduced by a valuation allowance if, based on the weight of all available evidence, in management’s judgment it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.

Auditing management’s assessment of the realizability of its deferred tax assets was complex and involved a high degree of subjectivity because the assessment process includes scheduling the use of the applicable deferred tax assets, which includes management’s judgments on significant assumptions that may be affected by future market or economic conditions.

Auditing management’s assessment of the realizability of its deferred tax assets was complex and involved subjectivity because the assessment process includes scheduling the use of the applicable deferred tax assets, which includes management’s judgments related to the forecasted turns of both deferred tax assets and deferred tax liabilities.

How We Addressed the Matter in Our Audit

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With the assistance of our tax specialists, we verified the appropriateness of the projected usage of tax attributes and assessed the reasonableness of the timing of the reversal of the deferred tax liabilities into taxable income.

For example, in certain instances, we compared the projections of the future reversals to other forecasted information prepared by the Company.

/s/ Ernst & Young LLP

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In our opinion, Civeo Corporation (“the Company”) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, and the related consolidated statements of operations, comprehensive loss, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and our report dated February 28, 2023 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, and the related consolidated statements of operations, comprehensive income (loss), changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 29, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

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Impairment expense 1,395 5,721 7,935

Gain on sale of McClelland Lake Lodge assets, net ( 18,590 ) — —

Other operating expense 479 74 313

661,318 680,034 588,411

Operating income (loss) 17,018 6,052 ( 147,188 )

Operating income 39,487 17,018 6,052

Interest expense ( 13,177 ) ( 11,474 ) ( 12,964 )

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Other income 13,881 5,149 13,199

Income (loss) before income taxes 10,732 5,873 ( 143,415 )

Income tax (expense) benefit ( 4,402 ) ( 3,376 ) 10,635

Net income (loss) 6,330 2,497 ( 132,780 )

Net income attributable to noncontrolling interest 2,333 1,147 1,470

Net income (loss) attributable to Civeo Corporation 3,997 1,350 ( 134,250 )

Income before income taxes 40,363 10,732 5,873

Income tax expense ( 10,633 ) ( 4,402 ) ( 3,376 )

Net income 29,730 6,330 2,497

Net income (loss) attributable to noncontrolling interest ( 427 ) 2,333 1,147

Net income attributable to Civeo Corporation 30,157 3,997 1,350

Dividends attributable to Class A preferred shares — 1,771 1,925

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Per Share Data (see Note 6)

Basic net loss per share attributable to Civeo Corporation common shareholders $ ( 0.21 ) $ ( 0.04 ) $ ( 9.64 )

Diluted net loss per share attributable to Civeo Corporation common shareholders $ ( 0.21 ) $ ( 0.04 ) $ ( 9.64 )

Basic net income (loss) per share attributable to Civeo Corporation common shareholders $ 2.02 $ ( 0.21 ) $ ( 0.04 )

Diluted net income (loss) per share attributable to Civeo Corporation common shareholders $ 2.01 $ ( 0.21 ) $ ( 0.04 )

Weighted average number of common shares outstanding:

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Diluted 15,013 14,002 14,232

(1) Reflects our 1-for-12 reverse share split that became effective November 19, 2020.

See Note 1 - Description of Business and Basis of Presentation to the notes to the consolidated financial statements in Item 8 of this annual report for further discussion.

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

CIVEO CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In Thousands)

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2023 2022 2021

Net income (loss) $ 6,330 $ 2,497 $ ( 132,780 )

Net income $ 29,730 $ 6,330 $ 2,497

Other comprehensive income (loss), net of taxes:

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Total other comprehensive income (loss), net of taxes 4,532 ( 23,486 ) ( 12,936 )

Comprehensive loss ( 17,156 ) ( 10,439 ) ( 118,514 )

Comprehensive income attributable to noncontrolling interest 2,151 1,105 1,552

Comprehensive loss attributable to Civeo Corporation $ ( 19,307 ) $ ( 11,544 ) $ ( 120,066 )

Comprehensive income (loss) 34,262 ( 17,156 ) ( 10,439 )

Comprehensive income (loss) attributable to noncontrolling interest ( 367 ) 2,151 1,105

Comprehensive income (loss) attributable to Civeo Corporation $ 34,629 $ ( 19,307 ) $ ( 11,544 )

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

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Shareholders’ equity:

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

50,000,000 shares authorized, zero shares and 9,042 shares issued and outstanding, respectively;

aggregate liquidation preference of $ 0 and $ 97,438,687 as of December 31, 2022 and 2021)

Preferred shares (Class A Series 1) — —

Common shares ( no par value;

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

Net income (loss) — — — ( 134,250 ) — — 1,470 ( 132,780 )

Currency translation adjustment — — — — — 14,184 82 14,266

Dividends paid — — — — — — ( 1,542 ) ( 1,542 )

Paid-in-kind dividends attributable to Class A preferred shares 1,887 — — ( 1,887 ) — — — —

Share-based compensation — — 6,066 — ( 1,458 ) — — 4,608

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

Net income — — — 1,350 — — 1,147 2,497

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

Net income (loss) — — — 30,157 — — ( 427 ) 29,730

Currency translation adjustment — — — — — 4,472 60 4,532

Dividends paid — — — ( 7,423 ) — — ( 328 ) ( 7,751 )

Common shares repurchased — — — ( 11,634 ) — — — ( 11,634 )

Share-based compensation — — 4,460 — — — — 4,460

Balance, December 31, 2023 $ — $ — $ 1,628,972 $ ( 919,023 ) $ ( 9,063 ) $ ( 380,715 ) $ 2,867 $ 323,038

Shares Common Shares (in thousands)

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Share-based compensation — 113

Shares repurchased — ( 217 )

Balance, December 31, 2021 9,042 14,111

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Shares repurchased ( 3,617 ) ( 498 )

Preferred shares converted to common shares ( 5,425 ) 1,505

Balance, December 31, 2022 — 15,218

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Shares repurchased — ( 564 )

Preferred shares converted to common shares ( 5,425 ) 1,505

Balance, December 31, 2023 — 14,680

(1) Reflects our 1-for-12 reverse share split that became effective November 19, 2020.

See Note 1 - Description of Business and Basis of Presentation to the notes to the consolidated financial statements in Item 8 of this annual report for further discussion.

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

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Cash flows from operating activities:

Net income (loss) $ 6,330 $ 2,497 $ ( 132,780 )

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

Net income $ 29,730 $ 6,330 $ 2,497

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

Depreciation and amortization 75,142 87,214 83,101

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Loss on extinguishment of debt — — 416

Deferred income tax expense (benefit) 4,177 3,070 ( 11,122 )

Deferred income tax expense 6,806 4,177 3,070

Non-cash compensation charge 4,460 3,787 4,127

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Term loan repayments ( 29,899 ) ( 30,442 ) ( 125,483 )

Dividends paid ( 7,423 ) — —

Debt issuance costs — — ( 4,412 )

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Description of the Business

We provide hospitality services to the natural resources industry in Canada, Australia and the United States (U.S.) We provide a full suite of services for our guests, including lodging, catering and food service, housekeeping and maintenance at accommodation facilities that we or our customers own.

We provide a suite of hospitality services for our guests in the natural resources industry, including lodging, catering and food service, housekeeping and maintenance at accommodation facilities that we or our customers own.

In many cases, we provide services that support the day-to-day operations of these facilities, such as laundry, facility management and maintenance, water and wastewater treatment, power generation, communication systems, security and logistics.

We also offer development activities for workforce accommodation facilities, including site selection, permitting, engineering and design, manufacturing management and site construction, along with providing hospitality services once the facility is constructed.

We also manage development activities for workforce accommodation facilities, including site selection, permitting, engineering and design, manufacturing management and site construction, along with providing hospitality services once the facility is constructed.

We primarily operate in some of the world’s most active oil, metallurgical (met) coal, liquefied natural gas (LNG) and iron ore producing regions, and our customers include major and independent oil companies, mining companies, engineering companies and oilfield and mining service companies.

We operate in three principal reportable business segments – Canada, Australia and the U.S.

We operate in two principal reportable business segments – Canada and Australia.

Basis of Presentation

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and (ii) all references in this report to “dollars” or “$” are to U.S.

Reverse Share Split

On November 19, 2020, we effected a reverse share split where each twelve issued and outstanding common shares were converted into one common share.

Our common shares began trading on a reverse share split adjusted basis on November 19, 2020.

A total of 14,215,169 common shares were issued and outstanding immediately after the reverse share split.

No fractional shares were outstanding following the reverse share split.

In lieu of any fractional share, the aggregate number of common shares that a holder was entitled to was, if the fraction was less than half a common share, rounded down to the next closest whole number of common shares, and if the fraction was at least half of a common share, rounded up to one whole common share.

The reverse share split did not affect the number of authorized or issued and outstanding shares of our preferred shares.

As a result of the reverse share split, the conversion price for the Company’s outstanding Class A Series 1 preferred shares (Series A preferred shares) was automatically increased to $ 39.60 for each Series A preferred share (previously it was $ 3.30 per Series A preferred share).

All authorized, issued and outstanding shares and per share amounts contained in the accompanying consolidated financial statements have been adjusted to reflect this reverse share split for all prior periods presented.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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If we have no previous experience with the customer, we typically obtain reports from various credit organizations to ensure that the customer has a history of paying its creditors.

We may also request financial information, including combined financial statements or other documents, to ensure

that the customer has the means of making payment.

We may also request financial information, including combined financial statements or other documents, to ensure that the customer has the means of making payment.

If these factors do not indicate collection is reasonably assured, we generally would require a prepayment or other arrangement to support revenue recognition and recording of a trade receivable.

If the financial condition of our customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required.

Inventories consist of work in process, raw materials and supplies and materials for the construction and operation of remote accommodation facilities.

Inventories also include food, raw materials, labor, subcontractor charges, manufacturing overhead and catering and other supplies needed for operation of our facilities.

Inventories consist of raw materials and supplies and materials for the operation of remote accommodation facilities.

Inventories also include food, raw materials, labor, subcontractor charges and catering and other supplies needed for operation of our facilities.

Inventories are carried at the lower of cost or net realizable value.

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Impairment of Long-Lived Assets

The recoverability of the carrying values of long-lived assets, including amortizable intangible assets, is assessed in step one whenever, in management’s judgment, events or changes in circumstances indicate that the carrying value of such asset groups may not be recoverable based on estimated future cash flows.

The recoverability of the carrying values of long-lived assets, including amortizable intangible assets, is assessed whenever, in management’s judgment, events or changes in circumstances indicate that the carrying value of such asset groups may not be recoverable based on estimated future cash flows.

If this assessment indicates that the carrying values will not be recoverable, as determined based on undiscounted cash flows over the remaining useful lives, an impairment loss is recognized.

The impairment loss equals the excess of the carrying value over the fair value of the asset group.

In performing this analysis, the second step is to review asset groups at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

In performing this analysis, asset groups are reviewed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

For each asset group, we compare its carrying value to estimates of undiscounted future cash flows.

We use a variety of underlying assumptions to estimate these future cash flows,

including assumptions relating to future economic market conditions, rates, occupancy levels, costs and expenses and capital expenditures.

We use a variety of underlying assumptions to estimate these future cash flows, including assumptions relating to future economic market conditions, rates, occupancy levels, costs and expenses and capital expenditures.

The estimates are consistent with those used for purposes of our goodwill impairment test, as further discussed in Goodwill and Other Intangible Assets, below.

Based on the assessment, if the carrying values of certain of our asset groups are determined to not be recoverable, we proceed to the third step.

Based on the assessment, if the carrying values of certain of our asset groups are determined to not be recoverable, we proceed to the next step.

In this step, we compare the fair value of the respective asset group to its carrying value.

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Each segment of our business represents a separate reporting unit.

In connection with the preparation of our financial statements for the three months ended March 31, 2020, we performed a quantitative goodwill impairment test as of March 31, 2020, which resulted in a reduction of the value of our goodwill in our Canadian reporting unit to zero.

See Note 4 – Impairment Charges for further discussion of goodwill impairments recorded in the year ended December 31, 2020.

We conduct our annual impairment test as of November 30 of each year.

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These assumptions can vary by each reporting unit depending on market conditions.

In addition, a terminal value is estimated, using a Gordon Growth methodology with a long-term growth rate of 2 %.

In addition, a terminal value is estimated, using a Gordon Growth methodology.

We discount our projected cash flows using a long-term weighted average cost of capital based on our estimate of investment returns that would be required by a market participant.

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Foreign Currency and Other Comprehensive Income

Gains and losses resulting from consolidated balance sheet translation of foreign operations where a foreign currency is the functional currency are included as a separate component of accumulated other comprehensive income within shareholders’ equity representing substantially all of the balances within accumulated other comprehensive income.

Gains and losses resulting from consolidated balance sheet translation of foreign operations where a foreign currency is the functional currency are included as a separate component of accumulated other comprehensive income within shareholders’ equity and represent substantially all of the balances within accumulated other comprehensive income.

Remeasurements of intercompany loans denominated in a different currency than the functional currency of the entity that are of a long-term investment nature are recognized as other comprehensive income within shareholders’ equity.

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At contract inception, we assess the goods and services promised in our contracts with customers and identify a performance obligation for each promise to transfer our customers a good or service (or bundle of goods or services) that is distinct.

Our customers typically contract for hospitality services under take-or-pay contracts with terms that most often range from several months to three years.

Our customers typically contract for hospitality services under take-or-pay contracts with terms that range from several months to multiple years.

Our contract terms generally provide for a rental rate for a reserved room and an occupied room rate that compensates us for services provided.

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To identify the performance obligations, we consider all of the goods and services promised in the context of the contract and the pattern of transfer to our customers.

A limited portion of our revenue is recognized at a point in time when control transfers to the customer related to small modular construction and manufacturing contracts.

We recognize our manufacturing and construction contract revenue over time as we provide services to satisfy our performance obligations.

We generally use the cost based percentage-of-completion measure of progress as it best depicts how control transfers to our clients.

The cost based approach measures progress towards completion based on the ratio of contract cost incurred to date compared to total estimated contract cost.

Use of the cost based measure of progress requires us to prepare estimates of total expected revenue and cost to complete our projects.

Revenues exclude taxes assessed based on revenues such as sales or value added taxes.

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We evaluate the credit-worthiness of our significant, new and existing customers’ financial condition and, generally, we do not require collateral from our customers.

For the year ended December 31, 2022, each of Suncor Energy, Imperial Oil and Fortescue Metals Group Ltd accounted for more than 10 % of our revenues.

For the year ended December 31, 2021, each of Suncor Energy, Imperial Oil and Fortescue Metals Group Ltd accounted for more than 10% of our revenues.

For the year ended December 31, 2020, each of Fortescue Metals Group Ltd and Imperial Oil accounted for more than 10 % of our revenues.

For the year ended December 31, 2023, each of Suncor Energy and Fortescue Metals Group Ltd.

accounted for more than 10 % of our revenues.

For the year ended December 31, 2022, each of Suncor Energy, Imperial Oil and Fortescue Metals Group Ltd.

accounted for more than 10 % of our revenues.

For the year ended December 31, 2021, each of Suncor Energy, Imperial Oil and Fortescue Metals Group Ltd.

accounted for more than 10 % of our revenues.

Asset Retirement Obligations

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Share-Based Compensation

We sponsor an equity participation plan in which certain of our employees participate.

We measure the cost of employee services received in exchange for an award of equity instruments (typically restricted share awards and deferred share awards) based on the grant-date fair value of the award.

The fair value is calculated based on our share price on the grant-date.

The resulting cost is recognized over the period during which an employee is required to provide service in exchange for the awards, usually the vesting period.

We sponsor an equity participation plan in which certain of our key employees and non-employee directors participate.

We measure the cost of service-based equity awards (typically restricted share awards and deferred share awards) based on the grant-date fair value of the award.

The grant-date fair value is calculated based on our share price on the grant-date.

The resulting cost is recognized over the period during which an employee or non-employee director is required to provide service in exchange for the awards, usually the vesting period.

We also grant performance share awards.

For awards granted in 2022, awards are earned in amounts between 0 % and 200 % of the participant’s target performance share award, based on (1) the payout percentage associated with Civeo’s relative total shareholder return (TSR) rank among a peer group of other companies and (2) the payout percentage associated with Civeo's cumulative operating cash flow over the performance period relative to a preset target.

Awards granted in 2021 are earned in amounts between 0 % and 200 % of the participant’s target performance share award, based on (1) the payout percentage associated with Civeo’s relative TSR rank among a peer group of 17 other companies and (2) the payout percentage associated with Civeo's cumulative free cash flow over the performance period relative to a preset target.

For awards granted in 2023 and 2022, awards are earned in amounts between 0 % and 200 % of the participant’s target performance share award, based on (i) the payout percentage associated with Civeo’s relative total shareholder return (TSR) rank among a peer group of other companies and (ii) the payout percentage associated with Civeo's cumulative operating cash flow over the performance period relative to a preset target.

Awards granted in 2021 are earned in amounts between 0 % and 200 % of the participant’s target performance share award, based on (i) the payout percentage associated with Civeo’s relative TSR rank among a peer group of other companies and (ii) the payout percentage associated with Civeo's cumulative free cash flow over the performance period relative to a preset target.

The fair value of the TSR portion of each performance share is estimated using option-pricing models at the grant date.

The fair value of the operating cash flow and free cash flow portion of each performance share is based on the closing market price of our common shares on the date of grant and adjusted throughout the performance period based on our estimate of the most probable outcome.

The resulting costs for each portion of the award is recognized over the period during which an employee is required to provide service in exchange for the awards, usually the vesting period.

Additionally, we grant phantom shares.

The resulting costs for each portion of the award are recognized over the period during which an employee is required to provide service in exchange for the awards, usually the vesting period.

Additionally, we grant phantom share units.

All of the awards vest in equal annual installments and are accounted for as a liability based on the fair value of our share price.

Participants granted units of phantom shares are entitled to a lump sum cash payment equal to the fair market value of a common share on the vesting date.

Substantially all of our Canadian and U.S.

subsidiaries are guarantors under our Credit Agreement.

Participants granted phantom share units are entitled to a lump sum cash payment equal to the fair market value of a common share on the vesting date.

The resulting cost is recognized over the period during which an employee is required to provide service in exchange for the awards, usually the vesting period.

Substantially all of our Canadian and United States (U.S.) subsidiaries are guarantors under our Credit Agreement.

See Note 11 – Debt for further discussion.

During the ordinary course of business, we also provide standby letters of credit or other guarantee instruments to certain parties as required for certain transactions initiated by us or our subsidiaries.

As of December 31, 2022, the maximum potential amount of future payments that we could be required to make under these guarantee agreements (letters of credit) was approximately $ 2.0 million.

As of December 31, 2023, the maximum potential amount of future payments that we could be required to make under these guarantee agreements (including letters of credit) was approximately $ 1.9 million.

We have not recorded any liability in connection with these guarantee arrangements.

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The preparation of consolidated financial statements in conformity with U.S.

generally accepted accounting principles requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Examples of a few such estimates include revenue and income recognized on the cost-based input method, estimates of the amount and timing of costs to be incurred for AROs, any valuation allowance recorded on net deferred tax assets, warranty claims, long-lived asset and goodwill impairments and allowance for credit losses.

generally accepted accounting principles (U.S.

GAAP) requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Examples of a few such estimates include estimates of the amount and timing of costs to be incurred for AROs, any valuation allowance recorded on net deferred tax assets, long-lived asset and goodwill impairments and allowance for credit losses.

Actual results could materially differ from those estimates.

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Upon the ultimate resolution of these uncertainties, our future reported financial results will be impacted by the difference between our estimates and the actual amounts paid to settle a liability.

Examples of areas where we have made important estimates of future liabilities include litigation, insurance claims, warranty claims, contract claims and obligations.

Examples of areas where we have made important estimates of future liabilities include litigation, insurance claims, contract claims and obligations.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, which are adopted by us as of the specified effective date.

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB), which are adopted by us as of the specified effective date.

Unless otherwise discussed, management believes that the impact of recently issued standards or other guidance updates, which are not yet effective, will not have a material impact on our consolidated financial statements upon adoption.

The following table disaggregates our revenue by our three reportable segments:

Canada, Australia and the U.S., and major categories for the years ended December 31, 2022, 2021 and 2020 (in thousands):

In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures”, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

We are currently evaluating this ASU to determine its impact on our disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures”, which enhances effective tax rate reconciliation disclosure requirements and provides clarity to the disclosures of income taxes paid, income before taxes and provision for income taxes.

The amendments are effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

The amendments in this update should be applied on a prospective basis.

Retrospective application is permitted.

We are currently evaluating this ASU to determine its impact on our disclosures.

The following table disaggregates our revenue by our two reportable segments (Canada and Australia) into major categories for the years ended December 31, 2023, 2022 and 2021 (in thousands):

2023 2022 2021

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Total Australia revenues 336,763 278,252 251,074

Accommodation revenues $ 3,058 $ 5,437 $ 2,451

Mobile facility rental revenues 18,367 14,486 16,837

Manufacturing revenues 1,288 2,038 6,200

Food service and other services revenues 90 50 50

revenues 22,803 22,011 25,538

Other revenues $ 11,247 $ 22,803 $ 22,011

Total other revenues 11,247 22,803 22,011

Total revenues $ 700,805 $ 697,052 $ 594,463

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The following summarizes pre-tax impairment charges recorded during 2023, which are included in Impairment expense in our consolidated statements of operations (in thousands):

Canada Australia U.S.

Quarter ended December 31, 2023

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Quarter ended December 31, 2023 .

During the fourth quarter of 2023, we recorded impairment expense of $ 1.4 million, related to land located in our U.S.

The land was written down to its estimated fair value (less costs to sell) of $ 5.9 million.

2022 Impairment Charges

The following summarizes pre-tax impairment charges recorded during 2022, which are included in Impairment expense in our consolidated statements of operations (in thousands):

Australia U.S.

Quarter ended December 31, 2022

Long-lived assets $ 3,808 $ 1,913 $ 5,721

Total $ 3,808 $ 1,913 $ 5,721

Quarter ended December 31, 2022 .

During the fourth quarter of 2022, we recorded impairment expense of $ 3.8 million, related to fixed assets in a village located in Western Australia.

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In addition, we recorded impairment expense of $ 1.9 million, related to fixed assets in a lodge located in our U.S.

The lodge is recorded at the estimated fair value (less costs to sell) and was reduced to $ 7.7 million.

The lodge was written down to its estimated fair value (less costs to sell) of $ 7.7 million.

2021 Impairment Charges

The following summarizes pre-tax impairment charges recorded during 2021, which are included in Impairment expense in our consolidated statements of operations (in thousands):

Canada Australia U.S.

Australia Total

Quarter ended June 30, 2021

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

2020 Impairment Charges

The following summarizes pre-tax impairment charges recorded during 2020, which are included in Impairment expense in our consolidated statements of operations (in thousands):

Canada Australia U.S.

Quarter ended March 31, 2020

Goodwill $ 93,606 $ — $ — $ 93,606

Long-lived assets 38,075 — 12,439 50,514

Total $ 131,681 $ — $ 12,439 $ 144,120

Quarter ended March 31, 2020 .

During the first quarter of 2020, we recorded impairment expense related to goodwill and long-lived assets.

The spread of COVID-19 and the response thereto during the first quarter of 2020 negatively impacted the global economy.

The resulting unprecedented decline in oil demand, coupled with disagreements between Saudi Arabia and Russia about production limits, resulted in a collapse of global oil prices in March 2020, thereby creating unprecedented downward pressure on stock prices in the energy industry, particularly small-cap companies with operations in the U.S.

and Canada, such as Civeo.

As a result, we experienced a sustained reduction of our share price during the first quarter of 2020.

Our market capitalization implied an enterprise value which was significantly less than the sum of the estimated fair values of our reporting units, and we determined that an indicator of a goodwill impairment was present as of March 31, 2020.

Accordingly, we performed an interim goodwill impairment test as of March 31, 2020, and the carrying amount of our Canadian reporting unit exceeded the reporting unit's fair value.

Based on the results of the impairment test, we reduced the value of our goodwill in our Canadian reporting unit to zero and recognized impairment expense in the first quarter of 2020 of $ 93.6 million.

Furthermore, as a result of the decline in global oil prices and forecasts for a potentially protracted period of lower prices, as well as the goodwill impairment in our Canadian segment, we determined all asset groups within this segment had experienced a trigger that indicated that the carrying values might not be recoverable.

Accordingly, we assessed the carrying value of each asset group to determine if it continued to be recoverable based on estimated future cash flows.

Based on the assessment, the carrying values of certain asset groups were determined to not be fully recoverable, and we proceeded to compare the estimated fair value of these asset groups to their respective carrying values.

As a result, certain asset groups were written down to their estimated fair values of $ 43.5 million and we recorded impairment expense of $ 38.1 million related to these long-lived assets.

Also, as a result of the decline in global oil prices and forecasts for a potentially protracted period of lower prices, we reviewed all asset groups in our U.S.

segment to determine if an indicator of impairment had occurred that would indicate that the carrying values of the asset groups in the segment might not be recoverable.

We determined that certain asset groups within the segment had experienced an indicator of impairment, and thus we assessed the carrying values of our long-lived assets in the U.S.

to determine if they continued to be recoverable based on estimated future cash flows.

Based on the assessment, the carrying values of certain of our U.S.

asset groups were determined to not be recoverable, and we proceeded to compare the estimated fair values of the asset groups to their respective carrying values.

Accordingly, these assets were written down to their estimated fair values of $ 12.5 million and we recorded impairment expense of $ 12.4 million during the first quarter of 2020 related to these long-lived assets.

FAIR VALUE MEASUREMENTS

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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.

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.

During the first quarter of 2020, we recorded a goodwill impairment charge related to one of our reporting units.

Our estimates of fair value required us to use significant unobservable inputs, representative of Level 3 fair value measurements, including numerous assumptions with respect to future circumstances that might directly impact each of the relevant asset groups’ operations in the future and are therefore uncertain.

These assumptions with respect to future circumstances included future cash flows, oil, met coal and natural gas prices, anticipated spending by our customers, the cost of capital, and industry and/or local market conditions.

We estimated the fair value when conducting the first quarter of 2020 goodwill impairment test primarily using an income approach.

The discount rates used to value our reporting units for the first quarter of 2020 for the goodwill impairment test ranged between 10.5 % and 14.0 %.

During the fourth quarter of 2022, the second quarter of 2021 and the first quarter of 2020, we wrote down certain long-lived assets to fair value.

During the first quarter of 2020, we estimated the fair value when conducting the long-lived asset impairment tests primarily using an income approach.

We used a variety of unobservable inputs and underlying assumptions consistent with those discussed above for purposes of our goodwill impairment test.

The discount rates used to value our Canadian and U.S.

segments long-lived asset impairment analysis ranged between 11.0 % and 14.0 %.

Additionally, during the first quarter of 2020 and the fourth quarter of 2022, our estimate of fair value of a property in the U.S.

was based on appraisals from third parties, which referenced available market information, such as listing agreements, offers, and pending and closed sales.

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

During the fourth quarter of 2023 and 2022 and the second quarter of 2021, we wrote down certain long-lived assets to fair value.

During the fourth quarter of 2023 and 2022, our estimate of fair value of a property in the U.S.

was based on broker price opinions or appraisals from third parties, which referenced available market information, such as listing agreements, offers, and pending and closed sales.

During the second quarter of 2021 and the fourth quarter of 2022, our estimate of fair value in Australia for assets that were impaired was based on appraisals from third parties.

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EARNINGS PER SHARE

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

For the year ended December 31, 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 years ended December 31 2022 and 2021, 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.

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.

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.

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.

Diluted earnings per share is computed under the two-class method by dividing diluted net income (loss) attributable to common shareholders, after reallocation adjustment for participating securities 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.

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On October 30, 2022, we repurchased 3,617 Series A preferred shares from the holders for approximately $ 30.6 million.

The repurchase premium of $ 5.2 million is treated as a reduction to the numerator of net income (loss) attributable to Civeo common shareholders utilized in the calculation of earnings per share for the year ended December 31, 2022.

The calculation of earnings per share attributable to Civeo common shareholders is presented below for the periods indicated (in thousands, except per share amounts):

The repurchase premium of $ 5.2 million was treated as a reduction to the numerator of net income (loss) attributable to Civeo common shareholders utilized in the calculation of earnings per share for the year ended December 31, 2022.

The calculation of earnings per share attributable to Civeo common shareholders is presented below for the years ended December 31, 2023, 2022 and 2021 (in thousands, except per share amounts):

2023 2022 2021

Net income (loss) attributable to Civeo common shareholders $ 2,226 $ ( 575 ) $ ( 136,137 )

Net income attributable to Civeo common shareholders, before allocation of earnings to participating securities $ 30,157 $ 2,226 $ ( 575 )

premium paid for repurchase of preferred shares — ( 5,189 ) —

income allocated to participating securities — — —

Basic net loss attributable to Civeo Corporation common shareholders $ ( 2,963 ) $ ( 575 ) $ ( 136,137 )

Net income (loss) attributable to Civeo Corporation common shareholders, after allocation of earnings to participating securities $ 30,157 $ ( 2,963 ) $ ( 575 )

undistributed income attributable to participating securities — — —

undistributed income reallocated to participating securities — — —

Diluted net loss attributable to Civeo Corporation common shareholders $ ( 2,963 ) $ ( 575 ) $ ( 136,137 )

Diluted net income (loss) attributable to Civeo Corporation common shareholders, after reallocation adjustment for participating securities $ 30,157 $ ( 2,963 ) $ ( 575 )

Weighted average shares outstanding - basic 14,906 14,002 14,232

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Weighted average shares outstanding - diluted 15,013 14,002 14,232

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

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

$ 2.02 $ ( 0.21 ) $ ( 0.04 )

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

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

$ 2.01 $ ( 0.21 ) $ ( 0.04 )

(1) Computations may reflect rounding adjustments.

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):

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 years ended December 31, 2023, 2022 and 2021 (in millions of shares):

2023 2022 2021

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Preferred shares — 2,240 2,461

(1) Share-based awards for the y ear ended December 31, 2023 totaled fewer than 0.1 million shares.

DETAILS OF SELECTED BALANCE SHEET ACCOUNTS

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Finished goods and purchased products $ 5,648 $ 5,538

Work in process — 25

Raw materials 1,334 1,369

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December 31, 2023 December 31, 2022

Deferred revenue:

Contract liabilities $ 991 $ 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 December 31, 2022 was primarily due to the recognition of deferred revenue over the contracted terms of these pipeline projects in Canada.

Contract liabilities (Deferred revenue):

Current contract liabilities (1)

$ 4,849 $ 991

Noncurrent contract liabilities (1)

Total contract liabilities (Deferred revenue) $ 12,917 $ 991

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

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 December 31, 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 December 31, 2022, assets held for sale included certain assets in our U.S.

and Canadian business segments.

As of December 31, 2023, assets held for sale included certain assets in the U.S.

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

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

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

During the first quarter of 2023, we sold the accommodation assets in Louisiana.

The land at this location remains in assets held for sale as of December 31, 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 year ended December 31, 2023, we recognized $ 14.2 million in demobilization costs and received $ 28.2 million in cash proceeds associated with the sale.

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

As of 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 their carrying values.

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GOODWILL AND OTHER INTANGIBLE ASSETS

Changes in the carrying amount of goodwill from December 31, 2020 to December 31, 2022 are as follows (in thousands):

Canada Australia U.S.

Changes in the carrying amount of goodwill (all of which is in our Australia segment) from December 31, 2021 to December 31, 2023 are as follows (in thousands):

Goodwill as of December 31, 2021 $ 8,204

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Total $ 77,971

We have operating leases covering certain land locations and various office facilities and equipment in our three reportable business segments.

Our leases have remaining lease terms of one year to eight years , some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the leases within 90 days.

We have operating and finance leases covering certain land locations and various office facilities and equipment in our two reportable business segments.

Our leases have remaining lease terms of one year to seven years , some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the leases within 90 days.

In addition, we do not recognize right-of-use assets or lease liabilities for leases with terms shorter than twelve months.

The components of lease expense were $ 4.2 million, $ 5.0 million and $ 5.9 million under operating leases for the years ended December 31, 2023, 2022 and 2021, respectively.

Included in the measurement of lease liabilities, we paid $ 5.3 million in cash related to operating leases during the year ended December 31, 2022.

Right-of-use assets obtained in exchange for new lease obligations related to operating leases during the year ended December 31, 2022 were $ 2.3 million.

The components of lease expense were $ 0.2 million, $ 0.0 million and $ 0.0 million under finance leases for the years ended December 31, 2023, 2022 and 2021, respectively.

Included in the measurement of lease liabilities, we paid $ 4.6 million and $ 0.1 million in cash related to operating leases and finance leases during the year ended December 31, 2023, respectively.

Right-of-use assets obtained in exchange for new lease obligations during the year ended December 31, 2023 were $ 0.6 million.

Supplemental balance sheet information related to leases were as follows (in thousands):

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Total operating lease liabilities $ 12,858 $ 16,563

Finance leases

Other noncurrent assets $ 760 $ —

Other current liabilities $ 164 $ —

Other noncurrent liabilities 613 —

Total finance lease liabilities $ 777 $ —

Weighted average remaining lease term

Operating leases 4.1 years 4.8 years

Finance leases 4.3 years —

Weighted average discount rate

Operating leases 5.5 % 5.4 %

Maturities of operating lease liabilities at December 31, 2022, were as follows (in thousands):

Finance leases 6.6 % — %

Maturities of lease liabilities at December 31, 2023, were as follows (in thousands):

Year Ending December 31, Operating Leases Finance Leases Total

2024 $ 4,341 $ 222 $ 4,563

2025 3,366 222 3,588

2026 2,721 222 2,943

2027 2,548 216 2,764

2028 1,238 63 1,301

Thereafter 554 — 554

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weighted average interest rate of 8.2 % for the twelve-month period ended December 31, 2023

$ 29,532 $ 63,104

revolving credit facility;

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Scheduled maturities of long-term debt as of December 31, 2023 are as follows (in thousands):

2023 $ 29,532

Credit Agreement

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and (C) a $ 35.0 million senior secured revolving credit facility in favor of one of our Australian subsidiaries, as borrower;

and (ii) a C$ 100.0 million term loan facility scheduled to be fully repaid on December 31, 2023 in favor of Civeo.

dollar amounts outstanding under the facilities provided by the Credit Agreement bear interest at a variable rate equal to the London Inter-Bank Offered Rate (LIBOR) plus a margin of 3.00 % to 4.00 %, or a base rate plus 2.00 % to 3.00 %, in each case based on a ratio of our total net debt to Consolidated EBITDA (as defined in the Credit Agreement).

Canadian dollar amounts outstanding bear interest at a variable rate equal to a Bankers' Acceptance Discount Rate (as defined in the Credit Agreement) based on the Canadian Dollar Offered Rate (CDOR) plus a margin of 3.00 % to 4.00 %, or a Canadian Prime rate plus a margin of 2.00 % to 3.00 %, in each case based on a ratio of our total debt to Consolidated EBITDA.

and (ii) a C$ 100.0 million term loan facility, which was fully repaid, on December 31, 2023 in favor of Civeo.

The Credit Agreement was amended effective March 31, 2023 to, among other things, change the benchmark interest rate for certain U.S.

dollar-denominated loans in each of the Australian Revolving Facility, Canadian Revolving Facility, and U.S.

Revolving Facility from London Inter-Bank Offered Rate to Term Secured Overnight Financing Rate (SOFR).

dollar amounts outstanding under the facilities provided by the Credit Agreement bear interest at a variable rate equal to the Term SOFR plus a margin of 3.00 % to 4.00 %, or a base rate plus 2.00 % to 3.00 %, in each case based on a ratio of our total net debt to Consolidated EBITDA (as defined in the Credit Agreement).

Canadian dollar amounts outstanding bear interest at a variable rate equal to a Bankers’ Acceptance Discount Rate (as defined in the Credit Agreement) based on the Canadian Dollar Offered Rate (CDOR) plus a margin of 3.00 % to 4.00 %, or a Canadian Prime rate plus a margin of 2.00 % to 3.00 %, in each case based on a ratio of our total net debt to Consolidated EBITDA.

Australian dollar amounts outstanding under the Credit Agreement bear interest at a variable rate equal to the Bank Bill Swap Bid Rate plus a margin of 3.00 % to 4.00 %, based on a ratio of our total net debt to Consolidated EBITDA.

The future transitions from LIBOR and CDOR as interest rate benchmarks are addressed in the Credit Agreement and at such time the transition from (i) LIBOR takes place, an alternate benchmark will be established based on the first alternative of the following, plus a benchmark replacement adjustment, Term Secured Overnight Financing Rate (SOFR), Daily Simple SOFR and an alternative benchmark selected by the administrative agent and the applicable borrowers giving due consideration to any selection or recommendation by a government body or any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S.

dollar-denominated syndicated credit facilities at such time or (ii) CDOR takes place, we will endeavor with the administrative agent to establish an alternate rate of interest to CDOR that gives due consideration to any evolving or then existing convention for similar Canadian Dollar denominated syndicated credit facilities for the replacement of CDOR.

The future transition from CDOR as an interest rate benchmark is addressed in the Credit Agreement and at such time the transition from CDOR takes place, an alternate benchmark will be established based on the first alternative of the following, plus a benchmark replacement adjustment, Term Canadian Overnight Repo Rate Average (CORRA) and Compound CORRA.

The Credit Agreement contains customary affirmative and negative covenants that, among other things, limit or restrict:

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(ii) asset sales;

(iii) acquisitions of margin stock;

(iv) specified acquisitions;

(v) certain restrictive agreements;

(vi) transactions with affiliates;

and (vii) investments and other restricted payments, including dividends and other distributions.

In addition, we must maintain a minimum interest coverage ratio, defined as the ratio of consolidated EBITDA to consolidated interest expense, of at least 3.00 to 1.00 and our maximum net leverage ratio, defined as the ratio of total net debt to Consolidated EBITDA, of no greater than 3.00 to 1.00.

(iii) specified acquisitions;

(iv) certain restrictive agreements;

(v) transactions with affiliates;

and (vi) investments and other restricted payments, including dividends and other distributions.

In addition, we must maintain a minimum interest coverage ratio, defined as the ratio of consolidated EBITDA to consolidated interest expense, of at least 3.00 to 1.00 and a maximum net leverage ratio, defined as the ratio of total net debt to Consolidated EBITDA, of no greater than 3.00 to 1.00.

Following a qualified offering of indebtedness, we will be required to maintain a maximum leverage ratio of no greater than 3.50 to 1.00 and a maximum senior secured ratio less than 2.00 to 1.00.

Each of the factors considered in the calculations of these ratios are defined in the Credit Agreement.

factors considered in the calculations of these ratios are defined in the Credit Agreement.

EBITDA and consolidated interest, as defined, exclude goodwill and asset impairments, debt discount amortization, amortization of intangibles and other non-cash charges.

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

As of December 31, 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 December 31, 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.

As of December 31, 2023, we had seven lenders that were parties to the Credit Agreement, with total revolving commitments ranging from $ 16.1 million to $ 37.1 million.

As of December 31, 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.

We also had outstanding bank guarantees of A$ 0.8 million under the Australian facility.

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Total $ 3,827 $ 225 $ 306

$ — $ — $ ( 8,941 )

Foreign 6,806 4,177 3,070

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Noncontrolling interest 125 0.3 % ( 562 ) ( 5.2 ) % — — %

Non-deductible goodwill impairment — — % — — % 22,984 ( 16.0 ) %

Non-deductible compensation 1,009 2.5 % 808 7.5 % 526 9.0 %

Unrealized intercompany foreign currency translation gain ( 148 ) ( 0.4 ) % ( 250 ) ( 2.3 ) % ( 708 ) ( 12.1 ) %

Non-taxable Noralta representations and warranties claim — — % — — % ( 1,132 ) 0.8 %

Deemed income from foreign subsidiaries 322 0.8 % 331 3.1 % 297 5.1 %

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Net income tax expense (benefit) $ 10,633 26.3 % $ 4,402 41.0 % $ 3,376 57.5 %

Canadian Rate Change.

As part of Alberta’s Recovery Plan, effective July 1, 2019, the government introduced a four-year graduated decrease in the income tax rate from 12% to 8% but subsequently accelerated the rate reduction to 8% effective July 1, 2020.

As the impact of the full rate change was effectuated on our net deferred tax liability in 2020, the acceleration had no impact to our net deferred tax liability as of December 31, 2021 or December 31, 2022.

Deferred Tax Liabilities and Assets.

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Other reserves

Deferred revenue 2,381 —

Operating lease liabilities

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Canada – Federal and provincial $ 144,242 Begins to expire in 2035

Australia 52,650 Does not expire

– Federal 34,028 Begins to expire in 2036

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PREFERRED SHARES

As further discussed in Note 21 – Acquisitions, on April 2, 2018, we issued 9,679 Series A preferred shares as part of the acquisition of Noralta Lodge Ltd.

On April 2, 2018, we issued 9,679 Series A preferred shares as part of the acquisition of Noralta Lodge Ltd.

(Noralta Acquisition).

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During the years ended December 31, 2022 and 2021, we recognized preferred dividends on the Series A preferred shares as follows (in thousands):

2022 2021 2020

In-kind dividends $ 1,706 $ 1,925

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Total preferred dividends $ 1,771 $ 1,925

The Board of Directors elected to pay the dividends beginning June 30, 2018 through December 12, 2022 through an increase in the liquidation preference rather than in cash.

The paid-in-kind dividend of $ 1.7 million, $ 1.9 million and $ 1.9 million is included in Preferred dividends on the accompanying consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020, respectively.

The Board of Directors (Board) elected to pay the dividends beginning June 30, 2018 through December 12, 2022 through an increase in the liquidation preference rather than in cash.

The paid-in-kind dividend of $ 1.7 million and $ 1.9 million is included in Preferred dividends on the accompanying consolidated statements of operations for the years ended December 31, 2022 and 2021, respectively.

On December 13, 2022, the holders of the Series A preferred shares converted all outstanding Series A preferred shares into common shares.

Following such conversion, no further dividends are required to be paid.

COMMON SHARE REPURCHASES

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

In August 2022, our Board of Directors 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."

Following such conversion, no further dividends were required to be paid.

SHARE REPURCHASE PROGRAMS AND DIVIDENDS

Share Repurchase Programs

In August 2023, 2022 and 2021, our 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.

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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 Consolidated Statements of Changes in Shareholders’ Equity in the period the payment is made.

Pursuant to our 2021 Share Repurchase Program, during the year ended December 31, 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 December 31, 2022.

In addition to the shares repurchased pursuant to the 2021 Share Repurchase Program, we repurchased 374,753 common shares from a shareholder for approximately $ 10.7 million during the three months ended September 30, 2022.

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

2023 2022 2021

Shares repurchased 564 124 217

Average price paid per share $ 20.60 $ 28.54 $ 21.38

Dollar-value of shares repurchased $ 11,634 $ 3,540 $ 4,649

In addition to the shares repurchased 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 October 27, 2023 of $ 0.25 per common share to shareholders of record as of close of business on November 27, 2023.

The total cash payment of $ 3.7 million was paid on December 18, 2023.

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 dividends are eligible dividends pursuant to the Income Tax Act (Canada).

ACCUMULATED OTHER COMPREHENSIVE LOSS

Our accumulated other comprehensive loss increased $ 23.3 million from $ 361.9 million at December 31, 2021 to $ 385.2 million at December 31, 2022, as a result of foreign currency exchange rate fluctuations.

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

Our accumulated other comprehensive loss decreased $ 4.5 million from $ 385.2 million at December 31, 2022 to $ 380.7 million at December 31, 2023, as a result of foreign currency exchange rate fluctuations.

Changes in other comprehensive loss during 2023 were primarily driven by the Australian dollar and 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$ 234 million and A$ 205 million, respectively, at December 31, 2023.

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Certain key employees and non-employee directors participate in the Amended and Restated 2014 Equity Participation Plan of Civeo Corporation (the Civeo Plan).

The Civeo Plan authorizes our Board of Directors and the Compensation Committee of our Board of Directors to approve grants of options, awards of restricted shares, performance awards, phantom share awards and dividend equivalents, awards of deferred shares, and share payments to our employees and non-employee directors.

The Civeo Plan authorizes our Board and the Compensation Committee of our Board to approve and grant awards of options, awards of restricted shares, performance awards, phantom share units and dividend equivalents, awards of deferred shares, and share payments to our employees and non-employee directors.

No more than 3.0 million Civeo common shares are authorized to be issued under the Civeo Plan.

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The total income tax benefit recognized in the consolidated statements of operations for share-based compensation arrangements was approximately $ 0.6 million, $ 0.8 million and $ 0.5 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Options to Purchase Common Shares

No options were awarded in 2022, 2021 or 2020.

The following table presents the changes in stock options outstanding and related information for our employees during the years ended December 31, 2022, 2021 and 2020:

Options Weighted

Share Weighted

Life (Years) Intrinsic

Outstanding Options at December 31, 2019 12,143 $ 215.59 2.3 $ —

Forfeited / Expired ( 1,817 ) 197.16

Outstanding Options at December 31, 2020 10,326 $ 218.83 1.4 $ —

Forfeited / Expired ( 8,414 ) 216.78

Outstanding Options at December 31, 2021 1,912 $ 227.85 1.2 $ —

Forfeited / Expired ( 382 ) 221.16

Outstanding Options at December 31, 2022 1,530 $ 229.52 0.3 $ —

Exercisable Options at December 31, 2020 10,326 $ 218.83 1.4 $ —

Exercisable Options at December 31, 2021 1,912 $ 227.85 1.2 $ —

Exercisable Options at December 31, 2022 1,530 $ 229.52 0.3 $ —

As no options were exercised in the last three years, the total intrinsic value of options exercised by our employees during 2022, 2021 and 2020 was zero .

Additionally, the tax benefits realized for the tax deduction from options exercised during 2022, 2021 and 2020 totaled zero .

At December 31, 2022, unrecognized compensation cost related to options was zero .

The following table summarizes information for outstanding options of our employees at December 31, 2022:

Options Outstanding Options Exercisable

Range of Exercise

Prices Number

Outstanding as

of December 31,

2022 Weighted

Life Weighted

2022 Weighted

$ 209.76 956 0.1 $ 209.76 956 $ 209.76

$ 262.44 574 0.6 $ 262.44 574 $ 262.44

$ 209.76 - 262.44

1,530 0.3 $ 229.52 1,530 $ 229.52

Restricted Share Awards/ Restricted Share Units/ Deferred Share Awards

The following table presents the changes in restricted share awards, restricted share units and deferred share awards outstanding and related information for our employees and non-employee directors during the years ended December 31, 2022, 2021 and 2020:

Awards/Units Weighted

Average Grant

Date Fair Value

Nonvested shares at December 31, 2019 306,796 $ 34.31

Granted 1,906 4.95

Vested ( 186,551 ) 33.78

Forfeited ( 17,060 ) 35.26

Nonvested shares at December 31, 2020 105,091 $ 34.56

Granted 59,027 17.58

Vested ( 77,304 ) 35.76

Forfeited ( 1,957 ) 30.36

Nonvested shares at December 31, 2021 84,857 $ 21.76

Granted 40,465 25.64

Vested ( 86,290 ) 21.83

Nonvested shares at December 31, 2022 39,032 25.62

The weighted average grant date fair value per share for restricted share awards, restricted share units and deferred share awards granted during 2022, 2021 and 2020 was $ 25.64 , $ 17.58 and $ 4.95 , respectively.

The total fair value of restricted share awards, restricted share units and deferred share awards vested during 2022, 2021 and 2020 was $ 2.1 million, $ 1.5 million and $ 2.6 million, respectively.

At December 31, 2022, unrecognized compensation cost related to restricted share awards, restricted share units and deferred share awards was $ 0.4 million, which is expected to be recognized over a weighted average period of 0.4 years.

Phantom Share Awards

Each phantom share award is equal in value to one common share.

Upon vesting, each recipient will receive a lump sum cash payment equal to the fair market value of a common share on the respective vesting date.

Phantom Share Units

We grant phantom share unit awards, which vest a third per year over a three year period.

Each phantom share unit award is equal in value to one common share.

Upon vesting, each recipient will receive a lump sum cash payment equal to the fair market value of a common share on the respective vesting date in respect of each phantom share unit then vesting.

These awards are accounted for as a liability that is remeasured at each reporting date until paid.

The following table presents the changes in phantom share awards outstanding and related information for our employees during the years ended December 31, 2022, 2021 and 2020:

The following table presents the changes in phantom share unit awards outstanding and related information for our employees during the years ended December 31, 2023, 2022 and 2021:

Number of Awards

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Performance Share Awards

We grant performance awards, which cliff vest in three years subject to attainment of applicable performance criteria.

Awards granted in 2022 will be earned in amounts between 0 % and 200 % of the participant’s target performance share award, based equally on (1) the payout percentage associated with Civeo’s relative TSR rank among a peer group that includes 17 other companies and (2) the payout percentage associated with Civeo's cumulative operating cash flow over the performance period relative to a preset target.

Awards granted in 2021 are earned in amounts between 0 % and 200 % of the participant’s target performance share award, based on (1) the payout percentage associated with Civeo’s relative TSR rank among a peer group that includes 17 other companies and (2) the payout percentage associated with Civeo's cumulative free cash flow over the performance period relative to a preset target.

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

The fair value of these awards is based on the closing market price of our common shares on the date of grant.

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.

We grant performance share awards, which cliff vest after three years subject to attainment of applicable performance goals.

Awards granted in 2023 and 2022 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 TSR rank among a peer group of 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 grant-date fair value of the portion of the performance awards tied to

cumulative operating cash flow and free cash flow is based on target achievement and the closing market price of our common shares on the date of grant.

We evaluate the probability of achieving the performance goals 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.

The fair value of the TSR portion of each performance share award was estimated using a Monte Carlo simulation pricing model that uses the assumptions noted in the following table.

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Treasury yield curve in effect for the expected term of the performance share at the time of grant.

The dividend yield on our common shares was assumed to be zero since we do not currently pay dividends.

The expected market price volatility of our common shares was based on an estimate that considers the historical and implied volatility of our common shares as well as a peer group of companies over a time period equal to the expected term of the option.

The dividend yield on our common shares was assumed to be zero since we did not pay dividends when the awards were granted.

The initial TSR performance was based on historical performance of our common shares and the peer group’s common shares.

No performance share awards were granted in 2020.

2023 2022 2021

Risk-free weighted interest rate 4.4 % 1.7 % 0.2 %

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Nonvested shares at December 31, 2020 152,312 $ 52.86

Granted 130,649 26.86

Performance adjustment (1)

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Performance adjustment (3)

Vested ( 107,795 ) 44.76

Forfeited ( 8,487 ) 32.67

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(2) Related to 2019 performance share awards that vested in 2022, which were paid out at 126 % based on Civeo's TSR rank.

(3) Related to 2019 performance share awards that vested in 2022, which were paid out at 126 % based on Civeo's TSR rank.

(3) No performance share awards vested in 2023.

During the years ended December 31, 2023, 2022 and 2021, we recognized compensation expense associated with performance share awards totaling $ 3.4 million, $ 2.6 million and $ 2.4 million, respectively.

At December 31, 2023, unrecognized compensation cost related to performance share awards was $ 3.8 million, which is expected to be recognized over a weighted average period of 1.7 years.

Restricted Share Awards/ Restricted Share Units/ Deferred Share Awards

Awards/Units Weighted

Average Grant

Date Fair Value

Nonvested shares at December 31, 2020 105,091 $ 34.56

Granted 59,027 17.58

Vested ( 77,304 ) 35.76

Forfeited ( 1,957 ) 30.36

Nonvested shares at December 31, 2021 84,857 $ 21.76

Granted 40,465 25.64

Vested ( 86,290 ) 21.83

Nonvested shares at December 31, 2022 39,032 $ 25.62

Granted 50,336 21.02

Vested ( 39,770 ) 25.53

Nonvested shares at December 31, 2023 49,598 $ 21.02

The weighted average grant-date fair value per share for restricted share awards, restricted share units and deferred share awards granted during 2023, 2022 and 2021 was $ 21.02 , $ 25.64 and $ 17.58 , respectively.

The total fair value of restricted share awards, restricted share units and deferred share awards vested during 2023, 2022 and 2021 was $ 0.9 million, $ 2.1 million and $ 1.5 million, respectively.

At December 31, 2023, unrecognized compensation cost related to restricted share awards, restricted share units and deferred share awards was $ 0.4 million, which is expected to be recognized over a weighted average period of 0.4 years.

In addition, at December 31, 2023, all nonvested shares were related to non-employee directors.

Options to Purchase Common Shares

No options were awarded or exercised in 2023, 2022 or 2021.

We had 287 outstanding options at December 31, 2023 that expire in February 2024 with a weighted average exercise price per share of $ 262.44 .

As no options were exercised in the last three years, the total intrinsic value of options exercised by our employees during 2023, 2022 and 2021 was zero .

Additionally, the tax benefits realized for the tax deduction from options exercised during 2023, 2022 and 2021 totaled zero .

At December 31, 2023, unrecognized compensation cost related to options was zero .

SUPPLEMENTAL CASH FLOW INFORMATION

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As a result of the Noralta Acquisition, we expanded our existing accommodations business in the Canadian oil sands market.

The total consideration, which is subject to adjustment in accordance with the terms of the definitive agreement, included (i) C$ 207.7 million (or approximately US$ 161.2 million) in cash, subject to customary post-closing adjustments for working capital, indebtedness and transactions expenses, (ii) 2.7 million of our common shares, of which 1.1 million shares are held in escrow and will be released based on certain conditions related to Noralta customer contracts remaining in place, and (iii) 9,679 Series A preferred shares with an initial liquidation preference of $ 96.8 million and initially convertible into 2.4 million of our common shares.

The total consideration, which was subject to adjustment in accordance with the terms of the definitive agreement, included (i) C$ 207.7 million (or approximately US$ 161.2 million) in cash, subject to customary post-closing adjustments for working capital, indebtedness and transactions expenses, (ii) 2.7 million of our common shares, of which 1.1 million shares were held in escrow and released based on certain conditions related to Noralta customer contracts remaining in place, and (iii) 9,679 Series A preferred shares with an initial liquidation preference of $ 96.8 million and initially convertible into 2.4 million of our common shares.

We funded the cash consideration with cash on hand and borrowings under our revolving credit facility.

During the second quarter of 2022 and 2021, 0.4 million shares and 0.4 million shares, respectively, were released to the sellers from an escrow established to cover conditions related to Noralta customer contracts remaining in place.

second quarter of 2020, $ 5.0 million in cash was released to us from escrow to cover certain agreed upon indemnification claims.

As a result of this settlement, we recorded $ 4.7 million in Other income on the accompanying consolidated statement of operations for the year ended December 31, 2020.

During the second quarters of each of 2023, 2022 and 2021, 0.4 million shares were released to the sellers from escrow.

SEGMENT AND RELATED INFORMATION

In accordance with current accounting standards regarding disclosures about segments of an enterprise and related information, we have identified the following reportable segments:

Canada, Australia and the U.S., which represent our strategic focus on hospitality services and workforce accommodations.

In accordance with current accounting standards regarding disclosures about segments of an enterprise and related information, we have identified two reportable segments, Canada and Australia, which represent our strategic focus on hospitality services and workforce accommodations.

Prior to the first quarter of 2023, we presented the U.S.

operating segment as a separate reportable segment.

Our operating segment in the U.S.

no longer meets the reportable segment quantitative thresholds required by U.S.

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 year ended December 31, 2023.

Financial information by business segment for each of the three years ended December 31, 2023, 2022 and 2021 is summarized in the following table (in thousands):

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Australia 336,763 28,696 36,317 21,632 205,702

22,803 1,148 ( 8,330 ) 1,015 10,465

Corporate and eliminations — 42 ( 6,406 ) 61 ( 369,716 )

Corporate, other and eliminations 11,247 127 ( 17,017 ) 785 ( 427,183 )

Total $ 700,805 $ 75,142 $ 39,487 $ 31,633 $ 548,062

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Australia 278,252 30,521 14,731 12,757 198,795

22,011 2,060 ( 8,869 ) 1,484 22,595

Corporate and eliminations — 678 ( 5,198 ) 517 ( 340,698 )

Corporate, other and eliminations 22,803 1,190 ( 14,736 ) 1,076 ( 359,251 )

Total $ 697,052 $ 87,214 $ 17,018 $ 25,421 $ 566,184

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Australia 251,074 33,110 7,303 6,823 226,318

25,538 3,240 ( 23,151 ) 1,557 26,801

Corporate and eliminations — 551 ( 5,406 ) 855 ( 287,610 )

Corporate, other and eliminations 22,011 2,738 ( 14,067 ) 2,001 ( 318,103 )

Total $ 594,463 $ 83,101 $ 6,052 $ 15,571 $ 672,734

Financial information by geographic segment as of and for each of the three years ended December 31, 2023, 2022 and 2021, is summarized below (in thousands).

Revenues in the U.S.

include export sales.

Other revenues include export sales.

Revenues are attributable to countries based on the location of the entity selling the products or performing the services.

Long-lived assets are attributable to countries based on the physical location of the entity and its operating assets and do not include intercompany balances.

Canada Australia U.S.

Canada Australia Other Total

Revenues from unaffiliated customers $ 352,795 $ 336,763 $ 11,247 $ 700,805

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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 9A. Controls and Procedures