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Item 1. Financial Statements

2024-07-30 compared with 2024-04-26 · 143 added, 97 removed, 362 unchanged (40% of the section changed)

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Service and other $ 188,233 $ 178,532 $ 353,763 $ 345,909

9 unchanged sentences

Impairment expense — — 7,823 —

Gain on sale of McClelland Lake Lodge assets, net ( 6,075 ) —

(Gain) loss on sale of McClelland Lake Lodge assets, net 87 — ( 5,988 ) —

Other operating expense 188 86 486 215

175,601 168,671 343,502 340,166

Operating loss ( 1,781 ) ( 3,904 )

Operating income 13,112 10,172 11,331 6,268

Interest expense ( 2,203 ) ( 3,604 ) ( 4,563 ) ( 7,260 )

1 unchanged sentence

Other income 310 427 763 2,877

Loss before income taxes ( 3,645 ) ( 5,078 )

Income before income taxes 11,273 7,045 7,628 1,967

Income tax expense ( 3,786 ) ( 2,878 ) ( 5,337 ) ( 4,111 )

Net loss ( 5,196 ) ( 6,311 )

Net income (loss) attributable to noncontrolling interest ( 63 ) 42

Net loss attributable to Civeo Corporation $ ( 5,133 ) $ ( 6,353 )

Net income (loss) 7,487 4,167 2,291 ( 2,144 )

Net loss attributable to noncontrolling interest ( 740 ) ( 296 ) ( 803 ) ( 254 )

Net income (loss) attributable to Civeo Corporation $ 8,227 $ 4,463 $ 3,094 $ ( 1,890 )

Per Share Data (see Note 7)

Basic net loss per share attributable to Civeo Corporation common shareholders $ ( 0.35 ) $ ( 0.42 )

Diluted net loss per share attributable to Civeo Corporation common shareholders $ ( 0.35 ) $ ( 0.42 )

Basic net income (loss) per share attributable to Civeo Corporation common shareholders $ 0.57 $ 0.30 $ 0.21 $ ( 0.13 )

Diluted net income (loss) per share attributable to Civeo Corporation common shareholders $ 0.56 $ 0.30 $ 0.21 $ ( 0.13 )

Weighted average number of common shares outstanding:

7 unchanged sentences

Three Months Ended

Net loss $ ( 5,196 ) $ ( 6,311 )

Other comprehensive loss, net of taxes:

June 30, Six Months Ended

2024 2023 2024 2023

Net income (loss) $ 7,487 $ 4,167 $ 2,291 $ ( 2,144 )

Other comprehensive income (loss), net of taxes:

Foreign currency translation adjustment, net of zero taxes

1,621 2,081 ( 8,610 ) ( 95 )

Total other comprehensive loss, net of taxes ( 10,231 ) ( 2,176 )

Comprehensive loss ( 15,427 ) ( 8,487 )

Comprehensive income (loss) attributable to noncontrolling interest ( 132 ) 40

Comprehensive loss attributable to Civeo Corporation $ ( 15,295 ) $ ( 8,527 )

Total other comprehensive income (loss), net of taxes 1,621 2,081 ( 8,610 ) ( 95 )

Comprehensive income (loss) 9,108 6,248 ( 6,319 ) ( 2,239 )

Comprehensive loss attributable to noncontrolling interest ( 767 ) ( 226 ) ( 899 ) ( 186 )

Comprehensive income (loss) attributable to Civeo Corporation $ 9,875 $ 6,474 $ ( 5,420 ) $ ( 2,053 )

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

2 unchanged sentences

(In Thousands, Excluding Share Amounts)

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Current assets:

16 unchanged sentences

Accrued liabilities 32,207 40,523

Income taxes 7,426 3,831

Income taxes payable 9,685 3,831

Deferred revenue 4,187 4,849

32 unchanged sentences

Shareholders’

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

Net income — — ( 6,353 ) — — 42 ( 6,311 )

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

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

Currency translation adjustment — — — — 2,011 70 2,081

2 unchanged sentences

Share-based compensation — 1,177 — — — — 1,177

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

Balance, March 31, 2024 $ — $ 1,629,521 $ ( 931,135 ) $ ( 10,130 ) $ ( 390,877 ) $ 2,731 $ 300,110

Net income (loss) — — 8,227 — — ( 740 ) 7,487

Currency translation adjustment — — — — 1,648 ( 27 ) 1,621

Dividends paid — — ( 3,661 ) — — ( 1 ) ( 3,662 )

Common shares repurchased — — ( 6,644 ) — — — ( 6,644 )

Excise tax on common shares repurchased — — ( 133 ) — — — ( 133 )

Share-based compensation — 609 — — — — 609

Balance, June 30, 2024 $ — $ 1,630,130 $ ( 933,346 ) $ ( 10,130 ) $ ( 389,229 ) $ 1,963 $ 299,388

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

Net income — — ( 5,133 ) — — ( 63 ) ( 5,196 )

Net loss — — ( 1,890 ) — — ( 254 ) ( 2,144 )

Currency translation adjustment — — — — ( 163 ) 68 ( 95 )

1 unchanged sentence

Common shares repurchased — — ( 7,970 ) — — — ( 7,970 )

Share-based compensation — 2,044 — — — — 2,044

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

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

Net income (loss) — — 3,094 — — ( 803 ) 2,291

Currency translation adjustment — — — — ( 8,514 ) ( 96 ) ( 8,610 )

Dividends paid — — ( 7,368 ) — — ( 5 ) ( 7,373 )

Common shares repurchased — — ( 9,852 ) — — — ( 9,852 )

Excise tax on common shares repurchased — — ( 197 ) — — — ( 197 )

Share-based compensation — 1,158 — ( 1,067 ) — — 91

Balance, March 31, 2024 $ — $ 1,629,521 $ ( 931,135 ) $ ( 10,130 ) $ ( 390,877 ) $ 2,731 $ 300,110

Balance, June 30, 2024 $ — $ 1,630,130 $ ( 933,346 ) $ ( 10,130 ) $ ( 389,229 ) $ 1,963 $ 299,388

Balance, December 31, 2023 14,680

1 unchanged sentence

Common shares repurchased ( 407 )

Balance, March 31, 2024 14,624

Balance, June 30, 2024 14,377

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

2 unchanged sentences

(In Thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

Net loss $ ( 5,196 ) $ ( 6,311 )

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

Net income (loss) $ 2,291 $ ( 2,144 )

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

Depreciation and amortization 33,829 42,363

15 unchanged sentences

Proceeds from dispositions of property, plant and equipment 10,617 2,719

Net cash flows provided by (used in) investing activities 1,165 ( 2,507 )

Other, net 183 —

Net cash flows used in investing activities ( 129 ) ( 8,998 )

Cash flows from financing activities:

5 unchanged sentences

Taxes paid on vested shares ( 1,067 ) —

Net cash flows provided by financing activities 6,614 6,570

Net cash flows used in financing activities ( 34,112 ) ( 6,919 )

Effect of exchange rate changes on cash 10 ( 377 )

30 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Accommodation revenues $ 72,259 $ 72,355 $ 132,046 $ 136,583

12 unchanged sentences

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

As of March 31, 2024, for contracts that are greater than one year, the table below discloses the estimated revenues related to performance obligations that are unsatisfied (or partially unsatisfied) and when we expect to recognize the revenue.

As of June 30, 2024, for contracts that are greater than one year, the table below discloses the estimated revenues related to performance obligations that are unsatisfied (or partially unsatisfied) and when we expect to recognize the revenue.

The table only includes revenue expected to be recognized from contracts where the quantity of service is certain (in thousands):

1 unchanged sentence

2024 2025 2026 Thereafter Total

Revenue expected to be recognized as of March 31, 2024 $ 130,870 $ 130,218 $ 96,661 $ 298,110 $ 655,859

Revenue expected to be recognized as of June 30, 2024 $ 88,395 $ 135,838 $ 99,944 $ 296,521 $ 620,698

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

16 unchanged sentences

The land was written down to its estimated fair value (less costs to sell) of $ 3.8 million.

No impairment expense was recorded during the second quarter of 2024.

FAIR VALUE MEASUREMENTS

1 unchanged sentence

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

As of March 31, 2024 and December 31, 2023, we believe the carrying value of our floating-rate debt outstanding under our revolving credit facilities approximates fair value because the terms include short-term interest rates and exclude penalties for prepayment.

As of June 30, 2024 and December 31, 2023, we believe the carrying value of our floating-rate debt outstanding under our revolving credit facilities approximates fair value because the terms include short-term interest rates and exclude penalties for prepayment.

We estimated the fair value of our floating-rate 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, broker price opinions and negotiations with third parties.

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

During the first quarter of 2024, we wrote down certain long-lived assets to fair value.

1 unchanged sentence

DETAILS OF SELECTED BALANCE SHEET ACCOUNTS

Additional information regarding selected balance sheet accounts at March 31, 2024 and December 31, 2023 is presented below (in thousands):

March 31, 2024 December 31, 2023

Additional information regarding selected balance sheet accounts at June 30, 2024 and December 31, 2023 is presented below (in thousands):

June 30, 2024 December 31, 2023

Accounts receivable, net:

5 unchanged sentences

Total accounts receivable, net $ 124,337 $ 143,222

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Finished goods and purchased products $ 6,829 $ 5,648

4 unchanged sentences

FINANCIAL STATEMENTS

(in years) March 31, 2024 December 31, 2023

(in years) June 30, 2024 December 31, 2023

Property, plant and equipment, net:

9 unchanged sentences

Total property, plant and equipment, net $ 236,842 $ 270,563

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Accrued liabilities:

3 unchanged sentences

Total accrued liabilities $ 32,207 $ 40,523

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Contract liabilities (Deferred revenue):

5 unchanged sentences

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

The decrease in deferred revenue from December 31, 2023 to March 31, 2024 was due to revenue recognized over the contracted terms related to advance payments received from a customer for village enhancements in Australia.

The decrease in deferred revenue from December 31, 2023 to June 30, 2024 was due to revenue recognized over the contracted terms related to advance payments received from a customer for village enhancements in Australia.

ASSETS HELD FOR SALE

As of March 31, 2024 and December 31, 2023, assets held for sale included certain assets in the United States (U.S.).

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

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

In the second quarter of 2024, we sold the land at our Louisiana location for no gain.

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

2 unchanged sentences

During the first quarter of 2024, we recognized the remaining $ 1.0 million in dismantle costs and received the remaining $ 7.8 million in cash proceeds.

The following table summarizes the carrying amount as of March 31, 2024 and December 31, 2023 of the assets classified as held for sale (in thousands):

The following table summarizes the carrying amount as of June 30, 2024 and December 31, 2023 of the assets classified as held for sale (in thousands):

CIVEO CORPORATION

1 unchanged sentence

FINANCIAL STATEMENTS

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Assets held for sale:

2 unchanged sentences

EARNINGS PER SHARE

We calculate our basic earnings per share by dividing net loss attributable to Civeo Corporation by the weighted average number of common shares outstanding.

We calculate our basic earnings per share by dividing net income (loss) attributable to Civeo Corporation 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.

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

Three Months Ended March 31,

Basic net loss attributable to Civeo Corporation $ ( 5,133 ) $ ( 6,353 )

Diluted net loss attributable to Civeo Corporation $ ( 5,133 ) $ ( 6,353 )

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

2024 2023 2024 2023

Basic net income (loss) attributable to Civeo Corporation $ 8,227 $ 4,463 $ 3,094 $ ( 1,890 )

Diluted net income (loss) attributable to Civeo Corporation $ 8,227 $ 4,463 $ 3,094 $ ( 1,890 )

Weighted average shares outstanding - basic 14,518 14,970 14,586 15,064

1 unchanged sentence

Weighted average shares outstanding - diluted 14,600 15,000 14,678 15,064

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)

$ 0.57 $ 0.30 $ 0.21 $ ( 0.13 )

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)

$ 0.56 $ 0.30 $ 0.21 $ ( 0.13 )

(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):

Three Months Ended March 31,

Share-based awards 0.1 0.1

Share-based awards excluded from the calculation of weighted-average common shares outstanding because the effect is anti-dilutive for the three and six months ended June 30, 2024 and June 30, 2023 totaled fewer than 0.1 million shares.

CIVEO CORPORATION

1 unchanged sentence

FINANCIAL STATEMENTS

As of March 31, 2024 and December 31, 2023, long-term debt consisted of the following (in thousands):

March 31, 2024 December 31, 2023

As of June 30, 2024 and December 31, 2023, long-term debt consisted of the following (in thousands):

June 30, 2024 December 31, 2023

revolving credit facility;

weighted average interest rate of 10.5 % for the three month period ended March 31, 2024

weighted average interest rate of 10.5 % for the six month period ended June 30, 2024

Canadian revolving credit facility;

weighted average interest rate of 8.9 % for the three month period ended March 31, 2024

weighted average interest rate of 8.7 % for the six month period ended June 30, 2024

47,489 65,554

Australian revolving credit facility;

weighted average interest rate of 7.3 % for the three month period ended March 31, 2024

weighted average interest rate of 7.3 % for the six month period ended June 30, 2024

Total debt $ 47,489 $ 65,554

Credit Agreement

As of March 31, 2024, our Credit Agreement (as then amended to date, the Credit Agreement) provided for a $ 200.0 million revolving credit facility scheduled to mature on September 8, 2025, allocated as follows:

As of June 30, 2024, our Credit Agreement (as then amended to date, the Credit Agreement) provided for a $ 200.0 million revolving credit facility scheduled to mature on September 8, 2025, allocated as follows:

(A) a $ 10.0 million senior secured revolving credit facility in favor of one of our U.S.

3 unchanged sentences

A C$ 100.0 million term loan facility provided under the Credit Agreement was fully repaid on December 31, 2023.

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.

The Credit Agreement was amended effective June 28, 2024 to, among other things, change the benchmark interest rate for certain Canadian dollar-denominated loans in the Canadian Revolving Facility from Canadian Dollar Offered Rate to Adjusted Term Canadian Overnight Repo Rate Average (CORRA).

dollar amounts outstanding under the facilities provided by the Credit Agreement bear interest at a variable rate equal to Adjusted Term Secured Overnight Financing Rate (SOFR), which is equal to Term SOFR plus a 10 basis point adjustment, 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 Adjusted Term CORRA (which is equal to the Term CORRA plus an adjustment of 29.547 basis points for one month terms or 32.138 basis points for three month terms) 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 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:

9 unchanged sentences

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

We were in compliance with our covenants as of March 31, 2024.

We were in compliance with our covenants as of June 30, 2024.

Borrowings under the Credit Agreement are secured by a pledge of substantially all of our assets and the assets of our subsidiaries subject to customary exceptions.

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

As of March 31, 2024, we had seven lenders that were parties to the Credit Agreement, with total revolving commitments ranging from $ 13.0 million to $ 60.6 million.

As of March 31, 2024, we had outstanding letters of credit of $ 0.3

The obligations under the Credit Agreement are guaranteed by our significant

CIVEO CORPORATION

1 unchanged sentence

FINANCIAL STATEMENTS

million under the U.S.

subsidiaries.

As of June 30, 2024, we had seven lenders that were parties to the Credit Agreement, with total revolving commitments ranging from $ 13.0 million to $ 60.6 million.

As of June 30, 2024, we had outstanding letters of credit of $ 0.3 million under the U.S.

facility, zero under the Australian facility and $ 0.7 million under the Canadian facility.

10 unchanged sentences

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

As of March 31, 2024 and 2023, Canada and the U.S.

As of June 30, 2024 and 2023, Canada and the U.S.

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

Our income tax expense for the three months ended March 31, 2024 totaled $ 1.6 million, or ( 42.6 )% of pretax loss, compared to income tax expense of $ 1.2 million, or ( 24.3 )% of pretax loss, for the three months ended March 31, 2023.

Our effective tax rate for the three months ended March 31, 2024 and 2023 was impacted by Canada and the U.S.

Our income tax expense for the three months ended June 30, 2024 totaled $ 3.8 million, or 33.6 % of pretax income, compared to income tax expense of $ 2.9 million, or 40.9 % of pretax income, for the three months ended June 30, 2023.

Our effective tax rate for the three months ended June 30, 2024 and 2023 was impacted by Canada and the U.S.

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

Our income tax expense for the six months ended June 30, 2024 totaled $ 5.3 million, or 70.0 % of pretax income, compared to income tax expense of $ 4.1 million, or 209.0 % of pretax income, for the six months ended June 30, 2023.

Our effective tax rate for the six months ended June 30, 2024 and 2023 was impacted by Canada and the U.S.

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

COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

ACCUMULATED OTHER COMPREHENSIVE LOSS

Our accumulated other comprehensive loss increased $ 10.2 million from $ 380.7 million at December 31, 2023 to $ 390.9 million at March 31, 2024, as a result of foreign currency exchange rate fluctuations.

Changes in other comprehensive loss during the three months of 2024 were primarily driven by the Australian dollar and the Canadian dollar decreasing in value compared to the U.S.

Excluding intercompany balances, our Canadian dollar and Australian dollar functional currency net assets totaled approximately C$ 206 million and A$ 207 million, respectively, at March 31, 2024.

SHARE REPURCHASE PROGRAMS AND DIVIDENDS

Share Repurchase Programs

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

Our accumulated other comprehensive loss increased $ 8.5 million from $ 380.7 million at December 31, 2023 to $ 389.2 million at June 30, 2024, as a result of foreign currency exchange rate fluctuations.

Changes in other comprehensive loss during the six months of 2024 were primarily driven by the Australian dollar and the Canadian dollar decreasing in value compared to the U.S.

Excluding intercompany balances, our Canadian dollar and Australian dollar functional currency net assets totaled approximately C$ 215 million and A$ 203 million, respectively, at June 30, 2024.

CIVEO CORPORATION

1 unchanged sentence

FINANCIAL STATEMENTS

SHARE REPURCHASE PROGRAMS AND DIVIDENDS

Share Repurchase Programs

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

2 unchanged sentences

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

Three Months Ended March 31,

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

2024 2023 2024 2023

Dollar-value of shares repurchased $ 6,644 $ 4,199 $ 9,852 $ 7,970

1 unchanged sentence

Average price paid per share $ 24.21 $ 19.75 $ 24.17 $ 20.90

Our Board declared a quarterly dividend on February 2, 2024 of $ 0.25 per common share to shareholders of record as of close of business on February 26, 2024.

The total cash payment of $ 3.7 million was paid on March 18, 2024.

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

Our Board declared the following quarterly dividends for the six months ended June 30, 2024.

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

Date Declared Record Date Payment Date Per Share Amount

April 26, 2024 May 27, 2024 June 17, 2024 $ 0.25

February 2, 2024 February 26, 2024 March 18, 2024 $ 0.25

SHARE-BASED COMPENSATION

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 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.

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 share awards, phantom share units and dividend equivalents, awards of deferred shares, and share payments to our employees and non-employee directors.

Approximately 3.0 million Civeo common shares are authorized to be issued under the Civeo Plan.

3 unchanged sentences

We also granted 84,408 phantom share units under the Canadian Long-Term Incentive Plan, which vest in three equal annual installments beginning on March 2, 2025.

During the second quarter of 2024, we granted an additional 25,241 phantom share units under the Civeo Plan.

Phantom share units are settled in cash upon vesting.

During the three months ended March 31, 2024 and 2023, we recognized compensation expense associated with phantom share units totaling $ 1.3 million and $ 1.8 million, respectively.

At March 31, 2024, unrecognized compensation cost related to phantom share units was $ 12.8 million, as remeasured at March 31, 2024, which is expected to be recognized over a weighted average period of 2.2 years.

Performance Awards.

On March 2, 2024, we granted 122,978 performance awards under the Civeo Plan, which cliff vest after three years on March 2, 2027 subject to attainment of applicable performance criteria.

These awards will be 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 rank among a peer group of other companies and (ii) the payout percentage associated with Civeo's three year growth in EBITDA over the performance period relative to a preset 2026 EBITDA target.

The portion of the performance awards tied to the 2026 EBITDA target includes a performance-based vesting requirement.

During the three months ended June 30, 2024 and 2023, we recognized compensation expense associated with phantom share units totaling $ 1.6 million and $ 1.4 million, respectively.

During the six months ended June 30, 2024 and 2023, we recognized compensation expense associated with phantom share units totaling $ 2.9 million and $ 3.2 million, respectively.

At June 30, 2024, unrecognized compensation cost related to phantom share units was $ 10.4 million, as remeasured at June 30, 2024, which is expected to be recognized over a weighted average period of 2.0 years.

CIVEO CORPORATION

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

Performance Share Awards.

On March 2, 2024, we granted 122,978 performance share awards under the Civeo Plan, which cliff vest after three years subject to attainment of applicable performance criteria.

These awards will be earned in amounts between 0 % and 200 % of the participant’s target performance share award, based on the payout percentage associated with Civeo’s relative total shareholder return rank among a peer group of other companies and the payout percentage associated with Civeo's three year growth in EBITDA over the performance period relative to a preset 2026 EBITDA target.

The portion of the performance share awards tied to the 2026 EBITDA target includes a performance-based vesting requirement.

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.

No share-based compensation expense is recognized if the performance criteria are not probable of being achieved.

During the three months ended March 31, 2024 and 2023, we recognized compensation expense associated with performance share awards totaling $ 0.3 million and $ 0.6 million, respectively.

The total fair value of performance share awards that vested during the three months ended March 31, 2024 and 2023 was $ 2.8 million and zero , respectively.

During the three months ended June 30, 2024 and 2023, we recognized compensation expense associated with performance share awards totaling $ 0.3 million and $ 0.9 million, respectively.

During the six months ended June 30, 2024 and 2023, we recognized compensation expense associated with performance share awards totaling $ 0.6 million and $ 1.5 million, respectively.

No performance share awards vested during the three months ended June 30, 2024 and 2023.

The total fair value of performance share awards that vested during the six months ended June 30, 2024 and 2023 was $ 2.8 million and zero , respectively.

At June 30, 2024, unrecognized compensation cost related to performance share awards was $ 2.8 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.

On May 15, 2024, we granted 42,125 restricted share and deferred share awards to our non-employee directors, which vest in their entirety on May 14, 2025.

Compensation expense associated with restricted share awards, restricted share units and deferred share awards recognized in the three months ended June 30, 2024 and 2023 totaled $ 0.3 million and $ 0.3 million, respectively.

Compensation expense associated with restricted share awards, restricted share units and deferred share awards recognized in the six months ended June 30, 2024 and 2023 totaled $ 0.5 million and $ 0.5 million, respectively.

The total fair value of restricted share awards, restricted share units and deferred share awards that vested during the three months ended June 30, 2024 and 2023 was $ 1.2 million and $ 0.8 million, respectively.

The total fair value of restricted share awards, restricted share units and deferred share awards that vested during the six months ended June 30, 2024 and 2023 was $ 1.2 million and $ 0.9 million, respectively.

At June 30, 2024, unrecognized compensation cost related to restricted share awards, restricted share units and deferred share awards was $ 0.9 million, which is expected to be recognized over a weighted average period of 0.9 years.

CIVEO CORPORATION

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FINANCIAL STATEMENTS

2024, unrecognized compensation cost related to performance share awards was $ 3.5 million, which is expected to be recognized over a weighted average period of 1.9 years.

Restricted Share Awards / Restricted Share Units / Deferred Share Awards.

Compensation expense associated with restricted share awards, restricted share units and deferred share awards recognized in the three months ended March 31, 2024 and 2023 totaled $ 0.3 million and $ 0.3 million, respectively.

The total fair value of restricted share awards, restricted share units and deferred share awards that vested during the three months ended March 31, 2024 and 2023 was zero and less than $ 0.1 million, respectively.

At March 31, 2024, unrecognized compensation cost related to restricted share awards, restricted share units and deferred share awards was $ 0.1 million, which is expected to be recognized over a weighted average period of 0.1 years.

SEGMENT AND RELATED INFORMATION

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.

Financial information by business segment for each of the three months ended March 31, 2024 and 2023 is summarized in the following table (in thousands):

Financial information by business segment for each of the three and six months ended June 30, 2024 and 2023 is summarized in the following table (in thousands):

revenues Depreciation

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(loss) Capital

Three months ended March 31, 2024

Three months ended June 30, 2024

Canada $ 79,527 $ 9,252 $ 4,927 $ 1,647 $ 737,275

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Total $ 188,713 $ 17,059 $ 13,112 $ 5,316 $ 483,234

Three months ended March 31, 2023

Three months ended June 30, 2023

Canada $ 95,470 $ 13,363 $ 3,177 $ 2,608 $ 737,764

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Total $ 178,843 $ 20,701 $ 10,172 $ 6,945 $ 558,962

Six months ended June 30, 2024

Canada $ 146,687 $ 18,648 $ 5,481 $ 2,742 $ 737,275

Australia 200,345 14,932 17,684 8,170 207,465

Corporate, other and eliminations 7,801 249 ( 11,834 ) 17 ( 461,506 )

Total $ 354,833 $ 33,829 $ 11,331 $ 10,929 $ 483,234

Six months ended June 30, 2023

Canada $ 184,923 $ 27,502 $ ( 1,325 ) $ 4,069 $ 737,764

Australia 159,533 14,918 14,073 7,129 191,062

Corporate, other and eliminations 1,978 ( 57 ) ( 6,480 ) 519 ( 369,864 )

Total $ 346,434 $ 42,363 $ 6,268 $ 11,717 $ 558,962

Cautionary Statement Regarding Forward-Looking Statements

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The forward-looking statements can be identified by the use of forward-looking terminology including “may,” “expect,” “anticipate,” “estimate,” “continue,” “believe” or other similar words.

The forward-looking statements in this report include, but are not limited to, the statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” relating to our expectations about the macroeconomic environment and industry conditions, including the volatility in the price of and demand for commodities, as well as our expectations about capital expenditures in 2024, beliefs with respect to liquidity needs and expectations with respect to share repurchases and dividends.

Actual results could differ materially from those projected in the forward-looking statements as a result of a number of important factors.

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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-Q

Item 1. Financial Statements