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Item 1. Financial Statements

2024-10-30 compared with 2024-07-30 · 124 added, 99 removed, 406 unchanged (35% of the section changed)

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

16 unchanged sentences

Interest income 50 44 147 126

Other income 310 427 763 2,877

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

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

Other income (expense) 204 ( 4,709 ) 967 ( 1,832 )

Income (loss) before income taxes ( 1,427 ) 8,009 6,201 9,976

Income tax (expense) benefit ( 3,862 ) 1,214 ( 9,199 ) ( 2,897 )

Net income (loss) ( 5,289 ) 9,223 ( 2,998 ) 7,079

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

Net income (loss) attributable to noncontrolling interest ( 198 ) 201 ( 1,001 ) ( 53 )

Net income (loss) attributable to Civeo Corporation $ ( 5,091 ) $ 9,022 $ ( 1,997 ) $ 7,132

11 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

5 unchanged sentences

Comprehensive income (loss) 1,949 2,428 ( 4,370 ) 189

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

Comprehensive income (loss) attributable to noncontrolling interest ( 172 ) 136 ( 1,071 ) ( 50 )

Comprehensive income (loss) attributable to Civeo Corporation $ 2,121 $ 2,292 $ ( 3,299 ) $ 239

3 unchanged sentences

(In Thousands, Excluding Share Amounts)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Current assets:

51 unchanged sentences

Shareholders’

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

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

Net income — — 9,022 — — 201 9,223

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

2 unchanged sentences

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

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

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

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

Net loss — — ( 5,091 ) — — ( 198 ) ( 5,289 )

Currency translation adjustment — — — — 7,212 26 7,238

3 unchanged sentences

Share-based compensation — 721 — — — — 721

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

Balance, September 30, 2024 $ — $ 1,630,851 $ ( 956,545 ) $ ( 10,130 ) $ ( 382,017 ) $ 1,785 $ 283,944

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

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

Net income (loss) — — 7,132 — — ( 53 ) 7,079

Currency translation adjustment — — — — ( 6,893 ) 3 ( 6,890 )

2 unchanged sentences

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

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

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

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

Net loss — — ( 1,997 ) — — ( 1,001 ) ( 2,998 )

Currency translation adjustment — — — — ( 1,302 ) ( 70 ) ( 1,372 )

3 unchanged sentences

Share-based compensation — 1,879 — ( 1,067 ) — — 812

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

Balance, September 30, 2024 $ — $ 1,630,851 $ ( 956,545 ) $ ( 10,130 ) $ ( 382,017 ) $ 1,785 $ 283,944

Balance, December 31, 2023 14,680

1 unchanged sentence

Common shares repurchased ( 922 )

Balance, June 30, 2024 14,377

Balance, September 30, 2024 13,862

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

2 unchanged sentences

(In Thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

5 unchanged sentences

Non-cash compensation charge 1,879 3,297

Gain on disposals of assets ( 6,104 ) ( 2,445 )

Provision (benefit) for credit losses, net of recoveries 34 ( 65 )

(Gains) losses on disposals of assets ( 6,134 ) 2,264

Provision for credit losses, net of recoveries 15 120

Other, net 1,886 1,900

15 unchanged sentences

Term loan repayments — ( 22,338 )

Debt issuance costs ( 2,976 ) —

Dividends paid ( 10,984 ) ( 3,731 )

22 unchanged sentences

The accompanying unaudited consolidated financial statements of Civeo have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC) pertaining to interim financial information.

Certain information in footnote disclosures normally included in financial statements prepared in accordance with U.S.

Generally Accepted Accounting Principles (GAAP) has been condensed or omitted pursuant to those rules and regulations.

Certain information in footnote disclosures normally included in financial statements prepared in accordance with United States (U.S.) Generally Accepted Accounting Principles (GAAP) has been condensed or omitted pursuant to those rules and regulations.

The unaudited consolidated financial statements included in this report reflect all the adjustments, consisting of normal recurring adjustments, which Civeo considers necessary for a fair presentation of the results of operations for the interim periods covered and for the financial condition of Civeo at the date of the interim balance sheet.

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

13 unchanged sentences

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

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.

As of September 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 June 30, 2024 $ 88,395 $ 135,838 $ 99,944 $ 296,521 $ 620,698

Revenue expected to be recognized as of September 30, 2024 $ 47,271 $ 147,648 $ 108,393 $ 303,385 $ 606,697

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.

No impairment expense was recorded during the second or third quarters 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 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.

As of September 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.

3 unchanged sentences

DETAILS OF SELECTED BALANCE SHEET ACCOUNTS

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

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

September 30, 2024 December 31, 2023

Accounts receivable, net:

5 unchanged sentences

Total accounts receivable, net $ 106,707 $ 143,222

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Finished goods and purchased products $ 7,115 $ 5,648

4 unchanged sentences

FINANCIAL STATEMENTS

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

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

Property, plant and equipment, net:

9 unchanged sentences

Total property, plant and equipment, net $ 233,864 $ 270,563

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Accrued liabilities:

3 unchanged sentences

Total accrued liabilities $ 36,485 $ 40,523

June 30, 2024 December 31, 2023

September 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 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.

The decrease in deferred revenue from December 31, 2023 to September 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 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 U.S.

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

4 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 June 30, 2024 and December 31, 2023 of the assets classified as held for sale (in thousands):

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

CIVEO CORPORATION

1 unchanged sentence

FINANCIAL STATEMENTS

June 30, 2024 December 31, 2023

September 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 income (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 us 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 June 30, Six Months Ended June 30,

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

2024 2023 2024 2023

9 unchanged sentences

(1) Computations may reflect rounding adjustments.

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.

Share-based awards excluded from the calculation of weighted-average common shares outstanding because the effect is anti-dilutive for the three and nine months ended September 30, 2024 totaled 0.2 million shares.

CIVEO CORPORATION

1 unchanged sentence

FINANCIAL STATEMENTS

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

June 30, 2024 December 31, 2023

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

September 30, 2024 December 31, 2023

revolving credit facility;

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

weighted average interest rate of 10.4 % for the nine month period ended September 30, 2024

Canadian revolving credit facility;

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

weighted average interest rate of 8.4 % for the nine month period ended September 30, 2024

50,078 65,554

Australian revolving credit facility;

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

weighted average interest rate of 7.2 % for the nine month period ended September 30, 2024

Total debt $ 50,078 $ 65,554

Credit Agreement

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:

Amended Credit Agreement

As of December 31, 2023, our Syndicated Facility Agreement, (as then amended, the Credit Agreement) with Royal Bank of Canada, as Canadian administrative agent, 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 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).

On June 28, 2024, we entered into the second amendment to the Credit Agreement, which changed 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).

On August 8, 2024, we entered into the third amendment to the Credit Agreement (as so amended, the Amended Credit Agreement), which, among other things:

• increased the aggregate revolving loan commitments by $ 45.0 million under the Amended Credit Agreement, to a maximum principal amount of $ 245.0 million, allocated as follows:

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

subsidiaries, as borrowers (the U.S.

(B) a $ 200.0 million senior secured revolving credit facility in favor of Civeo and certain of our U.S.

subsidiaries, as borrowers (the Canadian Facility);

and (C) a $ 35.0 million senior secured revolving credit facility in favor of one of our Australian subsidiaries, as borrower, scheduled to mature on August 8, 2028;

• added Civeo USA LLC as a Borrower under the Amended Credit Agreement with respect to the U.S.

Facility and the Canadian Facility;

• reduced the interest rate spreads above the benchmark rates by 25 basis points;

• maintained the previous max net leverage ratio and max interest covenant levels;

• provided for other technical changes and amendments.

CIVEO CORPORATION

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

dollar amounts outstanding under the facilities provided by the Amended 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 2.50 % to 3.75 %, or a base rate plus 1.50 % to 2.75 %, in each case based on a ratio of our total net debt to Consolidated EBITDA (as defined in the Amended 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 2.50 % to 3.75 %, or a Canadian Prime rate plus a margin of 1.50 % to 2.75 %, 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 Credit Agreement contains customary affirmative and negative covenants that, among other things, limit or restrict:

Australian dollar amounts outstanding under the Amended Credit Agreement bear interest at a variable rate equal to the Bank Bill Swap Bid Rate plus a margin of 2.50 % to 3.75 %, based on a ratio of our total net debt to Consolidated EBITDA.

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

(i) indebtedness, liens and fundamental changes;

6 unchanged sentences

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.

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

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

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

CIVEO CORPORATION

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

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.

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

Borrowings under the Amended 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 Amended Credit Agreement are guaranteed by our significant subsidiaries.

As of September 30, 2024, we had seven lenders that were parties to the Amended Credit Agreement, with total revolving commitments ranging from $ 15.0 million to $ 45.0 million.

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

facility, zero under the Australian facility and $ 0.8 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 June 30, 2024 and 2023, Canada and the U.S.

As of September 30, 2024, Canada and the U.S.

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

Our income tax expense for the three months ended June 30, 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.

Our income tax expense for the three months ended September 30, 2024 totaled $ 3.9 million, or ( 270.6 )% of pretax loss, compared to an income tax benefit of $ 1.2 million, or ( 15.2 )% of pretax income, for the three months ended September 30, 2023.

Our effective tax rate for the three months ended September 30, 2024 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.

For the three months ended September 30, 2023, our effective tax rate was impacted by considering the U.S.

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

Our income tax expense for the nine months ended September 30, 2024 totaled $ 9.2 million, or 148.3 % of pretax income, compared to income tax expense of $ 2.9 million, or 29.0 % of pretax income, for the nine months ended September 30,

CIVEO CORPORATION

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

Our effective tax rate for the nine months ended September 30, 2024 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.

For the nine months ended September 30, 2023, our effective tax rate was impacted by considering the U.S.

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

COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

ACCUMULATED OTHER COMPREHENSIVE LOSS

Our accumulated other comprehensive loss increased $ 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

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

Our accumulated other comprehensive loss increased $ 1.3 million from $ 380.7 million at December 31, 2023 to $ 382.0 million at September 30, 2024, as a result of foreign currency exchange rate fluctuations.

Changes in other comprehensive loss during the nine months of 2024 were primarily driven by the Australian dollar increasing in value compared to the U.S.

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$ 187 million and A$ 201 million, respectively, at September 30, 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.

In 2024, 2023 and 2022, our Board of Directors (Board) authorized the repurchase of up to 5.0 % of our total common shares which were issued and outstanding, or approximately 711,000 , 742,000 and 685,000 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.

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

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

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

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

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

The following table summarizes our common share repurchases for the periods presented (in thousands, except per share data):

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

2024 2023 2024 2023

2 unchanged sentences

Average price paid per share $ 27.59 $ 20.05 $ 26.08 $ 20.78

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

Our Board declared the following quarterly dividends for the nine months ended September 30, 2024 and 2023.

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

CIVEO CORPORATION

NOTES TO UNAUDITED CONSOLIDATED

FINANCIAL STATEMENTS

Date Declared Record Date Payment Date Per Share Amount

July 30, 2024 August 26, 2024 September 16, 2024 $ 0.25

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

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

September 5, 2023 September 15, 2023 September 29, 2023 $ 0.25

SHARE-BASED COMPENSATION

7 unchanged sentences

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

During the third quarter of 2024, we granted an additional 19,971 phantom share units under the Canadian Long-Term Incentive Plan.

Phantom share units are settled in cash upon vesting.

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

During the three months ended September 30, 2024 and 2023, we recognized compensation expense associated with phantom share units totaling $ 2.1 million and $ 1.7 million, respectively.

During the nine months ended September 30, 2024 and 2023, we recognized compensation expense associated with phantom share units totaling $ 5.1 million and $ 4.8 million, respectively.

At September 30, 2024, unrecognized compensation cost related to phantom share units was $ 10.2 million, as remeasured at September 30, 2024, which is expected to be recognized over a weighted average period of 2.0 years.

Performance Share Awards.

4 unchanged sentences

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

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.

During the three months ended September 30, 2024 and 2023, we recognized compensation expense associated with performance share awards totaling $ 0.5 million and $ 1.0 million, respectively.

During the nine months ended September 30, 2024 and 2023, we recognized compensation expense associated with performance share awards totaling $ 1.1 million and $ 2.5 million, respectively.

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

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

At September 30, 2024, unrecognized compensation cost related to performance share awards was $ 2.3 million, which is expected to be recognized over a weighted average period of 1.6 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.

Compensation expense associated with restricted share awards, restricted share units and deferred share awards recognized in the three months ended September 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 nine months ended September 30, 2024 and 2023 totaled $ 0.8 million and $ 0.8 million, respectively.

The total fair value of restricted share awards, restricted share units and deferred share awards that vested during the three months ended September

CIVEO CORPORATION

1 unchanged sentence

FINANCIAL STATEMENTS

30, 2024 and 2023 was zero .

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

At September 30, 2024, unrecognized compensation cost related to restricted share awards, restricted share units and deferred share awards was $ 0.6 million, which is expected to be recognized over a weighted average period of 0.6 years.

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 and six months ended June 30, 2024 and 2023 is summarized in the following table (in thousands):

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

revenues Depreciation

1 unchanged sentence

(loss) Capital

Three months ended June 30, 2024

Three months ended September 30, 2024

Canada $ 57,736 $ 9,264 $ ( 8,282 ) $ 3,558 $ 737,194

2 unchanged sentences

Total $ 176,338 $ 17,440 $ 44 $ 7,476 $ 477,636

Three months ended June 30, 2023

Three months ended September 30, 2023

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

2 unchanged sentences

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

Six months ended June 30, 2024

Nine months ended September 30, 2024

Canada $ 204,423 $ 27,912 $ ( 2,801 ) $ 6,300 $ 737,194

2 unchanged sentences

Total $ 531,171 $ 51,269 $ 11,375 $ 18,405 $ 477,636

Six months ended June 30, 2023

Nine months ended September 30, 2023

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

18 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements