What changed in this filing

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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-29 · 239 added, 235 removed, 1029 unchanged (32% of the section changed)

8 unchanged sentences

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

Our internal control over financial reporting includes

those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

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001-36246) filed on March 16, 2018) .

2.3* Asset Sale and Purchase Agreement, dated February 18, 2025, between Civeo Pty Ltd, the sellers party thereto and Graham William Cleary, as seller guarantor.

3.1 Notice of Articles of Civeo Corporation, as amended (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No.

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001-36246) filed on November 20, 2020 ) .

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) .

3.3 Amended and Restated Articles of Civeo Corporation (incorporated herein by reference to Exhibit 3.

1 to the Current Report on Form 8 -K (File No.

001-36246) filed on Ma y 2 1, 202 4 ).

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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001-36246) filed on April 2, 2018).

4.3 Description of Securities (incorporated herein by reference to Exhibit 4.3 to the Annual Report on Form 10-K (File No.

001-36246) filed on February 26, 2021).

4.3* Description of Securities .

10.1† Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K12B (File No.

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001-36246) filed on April 22, 2014).

10.7† Form of Employee Non-Qualified Stock Option Agreement under the 2014 Equity Participation Plan of Civeo Corporation (incorporated herein by reference to Exhibit 10.9 to the Registration Statement on Form 10 (File No.

001-36246) filed on April 22, 2014).

10.8† Form of Restricted Stock Agreement under the 2014 Equity Participation Plan of Civeo Corporation (incorporated herein by reference to Exhibit 10.10 to the Registration Statement on Form 10 (File No.

21 unchanged sentences

001-36246) filed on August 27, 2015).

10.18† Executive Change of Control Severance Agreement between Civeo Corporation and Allan Schoening, dated July 13, 2015 (incorporated herein by reference to Exhibit 10.11 to the Quarterly Report on Form 10-Q (File No.

001-36246) filed on November 3, 2015).

10.19† First Amendment to Executive Change of Control Severance Agreement between Civeo Corporation and Allan Schoening, effective as of July 20, 2020 (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No.

001-36246) filed on October 28, 2020).

10.20† Executive Agreement between Civeo Corporation and Allan Schoening, dated December 15, 2014 (incorporated herein by reference to Exhibit 10.12 to the Quarterly Report on Form 10-Q (File No.

001-36246) filed on November 3, 2015.

10.21† Executive Change of Control Severance Agreement between Civeo Corporation and Carolyn Stone, dated May 10, 2015 ( incorporated herein by reference to Exhibit 10.25 to the Annual Report on Form 10-K (File No.

001-36246) filed on February 26, 2021).

10.18 Syndicated Facility Agreement, dated as of September 8, 2021, by and among Civeo Corporation, Civeo Pty Limited and Civeo Management LLC, as Borrowers, the Lenders named therein, Royal Bank of Canada, as Administrative Agent, U.S.

5 unchanged sentences

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

10.20 Second Amendment to Syndicated Facility Agreement, dated as of June 28, 2024, among Civeo Corporation, Civeo Pty Limited and Civeo Management LLC, as Borrowers, and Royal Bank of Canada, as Canadian administrative agent (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No.

001-36246) filed on July 30, 2024).

10.21 Third Amendment to Syndicated Facility Agreement, dated as of August 8, 2024, among Civeo Corporation, Civeo Pty Limited, Civeo Management LLC and Civeo USA LLC, as Borrowers, certain subsidiary guarantors of the Borrowers party thereto, the Lenders named therein, Royal Bank of Canada, as Administrative Agent, U.S.

Collateral Agent and an Issuing Bank, RBC Europe Limited, as Australian Administrative Agent and Australian Collateral Agent, RBC Capital Markets, as Joint Lead Arranger and Bookrunner, and The Toronto-Dominion Bank and Bank of Montreal, as Joint Lead Arrangers, Syndication Agents and Bookrunners (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No.

001-36246) filed on October 30, 2024).

10.22† 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.

10.23† 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.

10.26† 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 .

10.24† Separation, Waiver and Release Agreement dated as of March 11, 2024 by and between Civeo Corporation and Carolyn Stone (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on April 26, 2024) .

10.25† Form of Phantom Unit Agreement under the 2014 Equity Participation Plan of Civeo Corporation used for select officers (incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on July 30, 2024).

10.26† Form of Director Restricted Stock Agreement under the 2014 Equity Participation Plan of Civeo Corporation (incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed on July 30, 2024).

10.27† Form of Director Deferred Share Agreement under the 2014 Equity Participation Plan of Civeo Corporation - Canada only (incorporated herein by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed on July 30, 2024).

10.28† Form of Director Deferred Share Agreement under the 2014 Equity Participation Plan of Civeo Corporation (incorporated herein by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed on July 30, 2024).

19.1* Policy Prohibiting Insider Trading

21.1* L ist of Significant Subsidiaries of Civeo Corporation .

23.1* Consent of Ernst & Young LLP.

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Section 1350.

97.1* C o mpensation Recoupment ( Clawback ) Policy.

97.1 Compensation Recoupment (Clawback) Policy (incorporated herein by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed on February 29, 2024).

101.INS* Inline XBRL Instance Document

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CIVEO CORPORATION

By /s/ CAROLYN J.

Senior Vice President, Chief Financial Officer and Treasurer (Duly Authorized Officer and Principal Financial Officer)

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Dodson (Principal Executive Officer)

/s/ CAROLYN J.

STONE Senior Vice President, Chief Financial Officer and Treasurer

Stone (Principal Financial Officer and Accounting Officer)

COLLIN GERRY Senior Vice President, Chief Financial Officer and Treasurer

Collin Gerry (Principal Financial Officer and Accounting Officer)

RONALD BLANKENSHIP Director

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Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2 023, 2022 and 2021

Consolidated Statements of Comprehensive In come ( Loss ) for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Balance Sheets at December 31, 2024 and 2023

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Realizability of Deferred Tax Assets

Description of the Matter

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.

Description of the Matter Description of the Matter As more fully described in Note 2 and Note 14 to the consolidated financial statements, at December 31, 2024, the Company had deferred tax assets related to deductible temporary differences and net loss carryforwards of $37.3 million, net of a $82.0 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 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

We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company's process to assess the realizability of its deferred tax assets.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company's process to assess the realizability of its deferred tax assets.

For example, we tested controls over management's scheduling of the future reversal of existing taxable temporary differences.

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2024 2023 2022

Service and other $ 699,006 $ 676,001 $ 575,186

Rental 737 18,316 16,033

Product 1,062 2,735 3,244

700,805 697,052 594,463

Revenue $ 682,122 $ 700,805 $ 697,052

Costs and expenses:

Service and other costs 529,741 500,513 420,579

Rental costs 176 14,975 13,960

Product costs 370 1,575 1,923

Cost of services provided 532,667 530,287 517,063

Selling, general and administrative expenses 73,350 72,605 69,962

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Interest expense ( 7,973 ) ( 13,177 ) ( 11,474 )

Loss on extinguishment of debt — — ( 416 )

Interest income 187 172 39

Other income 517 13,881 5,149

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

Income (loss) before income taxes ( 5,937 ) 40,363 10,732

Income tax expense ( 12,492 ) ( 10,633 ) ( 4,402 )

Net income 29,730 6,330 2,497

Net income (loss) ( 18,429 ) 29,730 6,330

Net income (loss) attributable to noncontrolling interest ( 1,362 ) ( 427 ) 2,333

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

Net income (loss) attributable to Civeo Corporation ( 17,067 ) 30,157 3,997

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

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2024 2023 2022

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

Net income (loss) $ ( 18,429 ) $ 29,730 $ 6,330

Other comprehensive income (loss), net of taxes:

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Income taxes 10,853 3,831

Current portion of long-term debt — 28,448

Deferred revenue 2,501 4,849

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Shareholders’ equity:

Preferred shares (Class A Series 1) — —

Common shares ( no par value;

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Shareholders’

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

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

Net income — — — 3,997 — — 2,333 6,330

2 unchanged sentences

Paid-in-kind dividends attributable to Class A preferred shares 1,706 — — ( 1,706 ) — — — —

Preferred stock repurchased ( 25,364 ) — — ( 5,189 ) — — — ( 30,553 )

Preferred stock converted to common shares ( 38,283 ) — 38,283 — — — — —

Common shares repurchases — — — ( 14,209 ) — — — ( 14,209 )

Share-based compensation — — 3,787 — ( 1,013 ) — — 2,774

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

Net income — — — 3,997 — — 2,333 6,330

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 )

Paid-in-kind dividends attributable to Class A preferred shares 1,706 — — ( 1,706 ) — — — —

Preferred shares repurchased ( 25,364 ) — — ( 5,189 ) — — — ( 30,553 )

Preferred shares converted to common shares ( 38,283 ) — 38,283 — — — — —

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

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

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

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

Net loss — — — ( 17,067 ) — — ( 1,362 ) ( 18,429 )

Currency translation adjustment — — — — — ( 23,885 ) ( 144 ) ( 24,029 )

1 unchanged sentence

Common shares repurchased — — — ( 29,616 ) — — — ( 29,616 )

Excise tax on common shares repurchased — — — ( 592 ) — — — ( 592 )

Share-based compensation — — 2,851 — ( 1,067 ) — — 1,784

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

December 31, 2024 $ — $ — $ 1,631,823 $ ( 980,720 ) $ ( 10,130 ) $ ( 404,600 ) $ 625 $ 236,998

Shares Common Shares (in thousands)

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Shares repurchased ( 3,617 ) ( 498 )

Preferred shares converted to common ( 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

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Cash flows from operating activities:

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

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

Net income (loss) $ ( 18,429 ) $ 29,730 $ 6,330

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

Depreciation and amortization 68,038 75,142 87,214

Impairment charges 11,581 1,395 5,721

Loss on extinguishment of debt — — 416

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

Deferred income tax expense (benefit) ( 7,659 ) 6,806 4,177

Non-cash compensation charge 2,851 4,460 3,787

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Description of the Business

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 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 two principal reportable business segments – Canada and Australia.

We provide hospitality services to remote workforces in Australia and Canada, including catering and food service, lodging, housekeeping and maintenance at accommodation facilities that we or our customers own.

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

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

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

Basis of Presentation

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(i) all references in these consolidated financial statements to “Civeo,” “us,” “our” or “we” refer to Civeo Corporation and its consolidated subsidiaries;

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

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

Certain reclassifications have been made to the prior year financial statements for them to conform with the 2024 presentation.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Inventories consist of 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.

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Property, Plant and Equipment

Property, plant and equipment are stated at cost or at estimated fair market value at acquisition date if acquired in a business combination, and depreciation is computed, for assets owned or recorded under capital lease, using the straight-line method, after allowing for salvage value where applicable, over the estimated useful lives of the assets.

Property, plant and equipment are stated at cost or at estimated fair market value at acquisition date if acquired in a business combination, and depreciation is computed using the straight-line method, after allowing for salvage value where applicable, over the estimated useful lives of the assets.

Leasehold improvements are capitalized and amortized over the lesser of the life of the lease or the estimated useful life of the asset.

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Business Combinations

We evaluate acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination by assessing whether or not we have acquired inputs and processes that have the ability to create outputs.

We evaluate acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by assessing whether or not we have acquired inputs and processes that have the ability to create outputs.

If determined to be a business combination, we account for a business acquisition under the acquisition method of accounting.

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After assessing these events and circumstances, we determined that, as of November 30, 2024, it was more likely than not that the fair value of the Australia reporting unit was greater than its carrying value.

In performing the quantitative goodwill impairment test, we compare each reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit.

If a quantitative goodwill impairment test is required, we compare each reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit.

Because none of our reporting units has a publicly quoted market price, we must determine the value that willing buyers and sellers would place on the reporting unit through a routine sale process (a Level 3 fair value measurement).

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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.

The fair value of our reporting units is affected by future oil, coal and natural gas prices, anticipated spending by our customers, and the cost of capital.

The fair value of our reporting units is affected by future coal, oil and natural gas prices, anticipated spending by our customers, and the cost of capital.

Our estimate of fair value requires us to use significant unobservable inputs, representative of Level 3 fair value measurements, including numerous assumptions with respect to future circumstances, such as industry and/or local market conditions that might directly impact each of the reporting units’ operations in the future.

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For intangible assets that we amortize, we review the useful life of the intangible asset and evaluate each reporting period whether events and circumstances warrant a revision to the remaining useful life.

See Note 9 – Goodwill and Other Intangible Assets for further information.

See Note 9 – Goodwill and Other Intangible Assets for further discussion.

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 and represent 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 loss within shareholders’ equity and represent substantially all of the balances within accumulated other comprehensive loss.

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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The tax benefits recognized in the consolidated financial statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

See Note 14 – Income Taxes for further information.

See Note 14 – Income Taxes for further discussion.

Receivables and Concentration of Credit Risk

Based on the nature of our customer base, we do not believe that we have any significant concentrations of credit risk other than our concentration in the Canadian oil sands and Australian mining industries.

Based on the nature of our customer base, we do not believe that we have any significant concentrations of credit risk other than our concentration in the Australian mining industries and Canadian oil sands.

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, 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.

For the years ended December 31, 2024 and 2023, each of Suncor Energy Inc.

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.

For the year ended December 31, 2022, each of Suncor Energy Inc., Imperial Oil Ltd.

and Fortescue Metals Group Ltd.

accounted for more than 10 % of our revenues.

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Most of these obligations are not expected to be paid until many years in the future and will be funded from general company resources at the time of removal.

See Note 12 – Asset Retirement Obligations for further discussion.

See Note 12 – Asset Retirement Obligations for further information.

Share-Based Compensation

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We also grant performance share awards.

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 of such performance conditions.

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.

Performance share awards granted in 2024 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 (TSR) 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.

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

The fair value of the 2026 EBITDA and cumulative operating cash flow of each performance share award is based on target achievement and 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 of such performance conditions.

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.

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

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.

Substantially all of our Canadian and U.S.

subsidiaries are guarantors under our Credit Agreement.

See Note 11 – Debt for further discussion.

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

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.

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 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.

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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.

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):

In December 2023, the FASB issued Accounting Standards Update (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.

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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):

The following disaggregates our revenue by our two reportable segments (Australia and Canada) into major categories for the years ended December 31, 2024, 2023 and 2022 (in thousands):

2024 2023 2022

Accommodation revenues $ 266,926 $ 279,455 $ 239,526

Accommodation and other services revenues $ 196,684 $ 177,834 $ 152,714

Food service and other services revenues 230,272 158,929 125,538

Total Australia revenues 426,956 336,763 278,252

Accommodation and other services revenues $ 214,774 $ 266,926 $ 279,455

Mobile facility rental revenues 1,523 61,899 96,400

1 unchanged sentence

Total Canada revenues 245,087 352,795 395,997

Accommodation revenues $ 177,834 $ 152,714 $ 145,335

Food service and other services revenues 158,929 125,538 105,739

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

Other revenues $ 10,079 $ 11,247 $ 22,803

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The following summarizes pre-tax impairment charges recorded during 2024, which are included in Impairment expense in our consolidated statements of operations (in thousands):

Canada Australia U.S.

Quarter ended March 31, 2024

Long-lived assets $ — $ 5,749 $ 2,074 $ 7,823

Quarter ended December 31, 2024

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Quarter ended December 31, 2024.

During the fourth quarter of 2024, we recorded impairment expense of $ 3.2 million related to recent low activity levels and no associated future cash flows at two lodges in the southern region of the Athabasca oil sands in Canada.

The assets were written down to zero .

In addition, we recorded impairment expense of $ 0.5 million, related to fixed assets in a lodge located in our U.S.

The lodge was written down to its estimated fair value of $ 0.3 million.

Quarter ended March 31, 2024.

During the first quarter of 2024, we recorded impairment expense of $ 5.7 million related to various undeveloped land positions and related permitting costs in Australia.

At March 31, 2024, we identified an impairment trigger related to certain of these properties due to the denial of development permit applications in Australia.

Accordingly, the assets were written down to their estimated fair value of $ 0.6 million.

In addition, during the first quarter of 2024, we recorded impairment expense of $ 2.1 million, related to land located in the U.S.

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

2023 Impairment Charges

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

Quarter ended December 31, 2023

Long-lived assets $ 1,395 $ 1,395

Total $ 1,395 $ 1,395

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.

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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):

Australia Total

Quarter ended June 30, 2021

Long-lived assets $ 7,935 $ 7,935

Total $ 7,935 $ 7,935

Quarter ended June 30, 2021 .

During the second quarter of 2021, we recorded impairment expense of $ 7.9 million related to various undeveloped land positions and related permitting costs in Australia.

At June 30, 2021, we identified an impairment trigger related to certain of these properties due to the cancellation of a significant thermal coal project in Australia and our negative expectations related to other possible Australian thermal coal projects becoming viable in the near term.

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

FAIR VALUE MEASUREMENTS

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

As of December 31, 2023 and 2022, we believe the carrying value of our floating-rate debt outstanding under our term loans and revolving credit facilities approximates fair value because the terms include short-term interest rates and exclude penalties for prepayment.

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.

As of December 31, 2024 and 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 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 and first quarter of 2024 and the fourth quarter of 2023 and 2022, we wrote down certain long-lived assets to fair value.

During the fourth quarter of 2024, we wrote long-lived assets in Canada down to zero due to no activity.

During the first quarter of 2024, our estimate of the fair value of undeveloped land positions in Australia that were impaired

was based on appraisals from third parties.

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.

See Note 2 – Summary of Significant Accounting Policies – Impairment of Long-Lived Assets and Note 2 – Summary of Significant Accounting Policies – Goodwill and Other Intangible Assets for further discussion of the significant judgments and assumptions used in calculating their fair value.

EARNINGS PER SHARE

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 the years ended December 31, 2024 and 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.

For the year ended December 31 2022, a period during which we had participating securities in the form of Class A preferred shares, we used the two-class method to calculate basic and diluted earnings per share.

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

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2024 2023 2022

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

Net income (loss) attributable to Civeo common shareholders, before allocation of earnings to participating securities $ ( 17,067 ) $ 30,157 $ 2,226

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

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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.

The decrease in deferred revenue from December 31, 2023 to December 31, 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

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

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

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 $ 36.0 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.

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

During the year ended December 31, 2023, we recognized $ 14.2 million in dismantle costs and received $ 28.2 million in cash proceeds associated with the sale.

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

December 31, 2024 December 31, 2023

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Goodwill as of December 31, 2024 $ 7,001

The following table presents the total amount of other intangible assets and the related accumulated amortization for major intangible asset classes as of December 31, 2023 and 2022 (in thousands):

The following presents the total amount of other intangible assets and the related accumulated amortization for major intangible asset classes as of December 31, 2024 and 2023 (in thousands):

December 31, December 31,

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Amortizable Intangible Assets

Customer relationships $ 40,728 $ ( 40,728 ) $ 40,656 $ ( 40,656 )

Trade name 3,363 ( 3,363 ) 3,324 ( 3,324 )

Contracts / agreements $ 131,761 $ ( 65,284 ) $ 143,725 $ ( 65,754 )

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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.

Our leases have remaining lease terms of one year to six 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.

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Included in the measurement of lease liabilities, we paid $ 4.6 million and $ 0.5 million in cash related to operating leases and finance leases during the year ended December 31, 2024, respectively.

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

Right-of-use assets obtained in exchange for new operating and finance lease obligations during the year ended December 31, 2024 were $ 4.2 million.

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

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Operating leases 3.4 years 4.1 years

Finance leases 4.3 years —

Finance leases 4.3 years 4.3 years

Weighted average discount rate

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December 31, 2024 December 31, 2023

Canadian term loan;

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

revolving credit facility;

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weighted average interest rate of 7.1 % for the twelve-month period ended December 31, 2024

65,554 132,037

Unamortized debt issuance costs — 1,084

Total debt $ 43,299 $ 65,554

Current portion of long-term debt, including unamortized debt issuance costs, net — 28,448

Long-term debt, less current maturities $ 65,554 $ 102,505

Scheduled maturities of long-term debt as of December 31, 2024 are as follows (in thousands):

Credit Agreement

As of December 31, 2023, our Credit Agreement (as then amended to date, the Credit Agreement) provided for:

(i) a $ 200.0 million revolving credit facility scheduled to mature on September 8, 2025, allocated as follows:

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.

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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, 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 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:

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

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.

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 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;

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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.

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 December 31, 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 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.

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 December 31, 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 December 31, 2024, we had outstanding letters of credit of $ 0.3 million under the U.S.

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Long-term asset retirement obligations (2)

$ 13,362 $ 13,639

Classified as a current liability on the consolidated balance sheets, under the caption “Other current liabilities.” Balance at December 31, 2024 related to remediation work planned for 2025.

Classified as a long-term liability on the consolidated balance sheets, under the caption “Other noncurrent liabilities.” Balance at December 31, 2024.

Total accretion expense related to AROs was $ 1.1 million, $ 1.1 million and $ 1.8 million during the years ended December 31, 2024, 2023 and 2022, respectively.

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NOL Carryforwards.

The following table summarizes net operating loss (NOL) carryforwards at December 31, 2023 (in thousands):

The following summarizes net operating loss (NOL) carryforwards at December 31, 2024 (in thousands):

Amount Expiration Period

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Although we can give no assurance about the outcome of pending legal and administrative proceedings and the effect such outcomes may have on us, management believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided for or covered by insurance, will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.

PREFERRED SHARES

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

(Noralta Acquisition).

The Series A preferred shares had an initial liquidation preference of $ 10,000 per share.

Holders of the Series A preferred shares were entitled to receive a 2 % annual dividend on the liquidation preference paid quarterly in cash or, at our option, by increasing the Series A preferred shares’ liquidation preference or any combination thereof.

During the fourth quarter of 2018, 637 Series A preferred shares initially held in escrow to support certain obligations of the Noralta Acquisition were released.

On October 30, 2022, 3,617 Series A preferred shares were repurchased from the holders for approximately $ 30.6 million, which included accrued dividends of under $ 0.1 million.

On December 13, 2022, the holders of the Series A preferred shares elected to convert the remaining 5,425 Series A preferred shares outstanding into 1,504,539 common shares.

As of December 31, 2022, we had no Series A preferred shares outstanding.

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

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

Cash dividend on repurchased preferred shares 65 —

Total preferred dividends $ 1,771 $ 1,925

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 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.

In 2024, 2023 and 2022, our 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 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).

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

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

2024 2023 2022

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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.

Our Board declared the following quarterly dividends in 2024 and 2023.

No dividends were paid in 2022.

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

Date Declared Record Date Payment Date Per Share Amount

October 30, 2024 November 25, 2024 December 16, 2024 $ 0.25

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

October 27, 2023 November 27, 2023 December 18, 2023 $ 0.25

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

ACCUMULATED OTHER COMPREHENSIVE LOSS

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.

Our accumulated other comprehensive loss increased $ 23.9 million from $ 380.7 million at December 31, 2023 to $ 404.6 million at December 31, 2024, as a result of foreign currency exchange rate fluctuations.

Changes in other comprehensive loss during 2024 were primarily driven by the Australian dollar and 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$ 166 million and A$ 191 million, respectively, at December 31, 2024.

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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 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.

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.

Share-based compensation expense recognized in the years ended December 31, 2024, 2023 and 2022 totaled $ 9.2 million, $ 11.8 million and $ 14.9 million, respectively.

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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 unit awards outstanding and related information for our employees during the years ended December 31, 2023, 2022 and 2021:

The following presents the changes in phantom share unit awards outstanding and related information for our employees during the years ended December 31, 2024, 2023 and 2022:

Number of Awards

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Nonvested shares at December 31, 2024 509,761

At December 31, 2023, the balance of the liability for the phantom share awards was $ 5.7 million.

For the years ended December 31, 2023, 2022 and 2021, we made phantom share cash payments of $ 10.4 million, $ 6.0 million and $ 3.1 million, respectively.

At December 31, 2023, unrecognized compensation cost related to phantom shares was $ 6.5 million, as remeasured at December 31, 2023, which is expected to be recognized over a weighted average period of 1.6 years.

The weighted average grant-date fair value per share of phantom shares granted during the years ended December 31, 2023, 2022 and 2021 was $ 31.05 , $ 21.97 and $ 19.80 , respectively.

At December 31, 2024, the balance of the liability for the phantom share units was $ 5.2 million.

For the years ended December 31, 2024, 2023 and 2022, we made phantom share units cash payments of $ 6.2 million, $ 10.4 million and $ 6.0 million, respectively.

At December 31, 2024, unrecognized compensation cost related to phantom shares units was $ 6.8 million, as remeasured at December 31, 2024, which is expected to be recognized over a weighted average period of 1.8 years.

The weighted average grant-date fair value per share of phantom share units granted during the years ended December 31, 2024, 2023 and 2022 was $ 23.75 , $ 31.05 and $ 21.97 , respectively.

Performance Share Awards

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

Awards granted in 2024 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 TSR 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.

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.

The grant-date fair value of the portion of the performance awards tied to 2026 EBITDA and cumulative operating 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.

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

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 did not pay dividends when the awards were granted.

The dividend yield on our common shares in 2024 is based on the annual divided and our valuation date stock price.

The dividend yield on our common shares was assumed to be zero for 2023 and 2022 since we did not pay dividends when the awards were granted.

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 award.

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Risk-free weighted interest rate 4.9 % 4.4 % 1.7 %

Dividend yield 4.3 % — % — %

Expected volatility 44.0 % 73.0 % 78.0 %

Initial TSR 4.3 % 4.1 % 14.1 %

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

The following presents the changes in performance share awards outstanding and related information for our employees during the year ended December 31, 2024, 2023 and 2022:

Awards Weighted

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Performance adjustment (2)

Vested ( 107,795 ) 44.76

Forfeited ( 8,487 ) 32.67

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Performance adjustment (3)

Vested ( 124,099 ) 22.51

Forfeited ( 41,599 ) 28.65

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

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

(2) No performance share awards vested in 2023.

(3) Related to 2021 performance share awards that vested in 2024, which were paid out at 97 % based on Civeo's TSR rank.

During the years ended December 31, 2024, 2023 and 2022, we recognized compensation expense associated with performance share awards totaling $ 1.8 million, $ 3.4 million and $ 2.6 million, respectively.

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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, 2023, 2022 and 2021:

The following 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, 2024, 2023 and 2022:

Awards/Units Weighted

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Vested ( 86,290 ) 21.83

Forfeited ( 1,957 ) 30.36

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

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In addition, at December 31, 2024, 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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Net income taxes paid, net of refunds received 12,274 251 220

On April 2, 2018, we acquired the equity of Noralta.

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

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 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 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.

We report segment information based on the “management” approach.

The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of our reportable segments.

We have identified two reportable segments, Australia and Canada, which represent our strategic focus on hospitality services and workforce accommodations.

Our Chief Executive Officer is the chief operating decision maker (“CODM”).

The profitability measure the CODM uses is segment operating income (loss) to review each of our reportable segments for the purpose of making decisions about resource allocation and performance assessment.

Operating income (loss) is revenue less cost of sales and services, selling, general and administrative expenses, depreciation and amortization expense and other operating expenses (income).

Total assets by segment are not used by the CODM to assess the performance of, or allocate resources to, the Company’s segments.

Through our implementation of ASU No.

2023-07, “Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures,” we have disclosed for each reportable segment the significant expense categories that are reviewed by the CODM below, and there are no additional significant expenses within the expense categories presented.

Prior to the fourth quarter of 2024, we presented segment operating income (loss) to include an allocation of corporate overhead expenses.

To better align segment operating income (loss) to the profitability measure used by our CODM, we have excluded this allocation.

Prior periods have been updated to be consistent with the presentation for the year ended December 31, 2024.

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):

Revenues Depreciation and amortization Operating (loss) income Capital expenditures Total assets

Canada $ 352,795 $ 46,319 $ 20,187 $ 9,216 $ 769,543

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

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

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

Canada $ 395,997 $ 55,503 $ 17,023 $ 11,588 $ 726,640

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

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

Canada $ 321,378 $ 47,253 $ 12,816 $ 6,747 $ 764,519

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

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 business segment for each of the three years ended December 31, 2024, 2023 and 2022 is summarized in the following (in thousands):

2024 Australia Canada Corporate, other and eliminations Total

Revenues $ 426,956 $ 245,087 $ 10,079 $ 682,122

Cost of sales and services 315,374 207,135 10,158 532,667

Revenues less cost of sales and services 111,582 37,952 ( 79 ) 149,455

Selling, general and administrative expenses 24,712 18,457 30,181 73,350

Depreciation and amortization expense 31,044 36,704 290 68,038

Other operating expense (income) (1)

6,302 ( 2,482 ) 2,915 6,735

Operating income (loss) 49,524 ( 14,727 ) ( 33,465 ) 1,332

Recon to income (loss) before income taxes

Other income (loss) (2)

Income (loss) before income taxes $ ( 5,937 )

Capital expenditures $ 15,703 $ 10,344 $ 91 $ 26,138

2023 Australia Canada Corporate, other and eliminations Total

Revenues $ 336,763 $ 352,795 $ 11,247 $ 700,805

Cost of sales and services 243,011 277,067 10,209 530,287

Revenues less cost of sales and services 93,752 75,728 1,038 170,518

Selling, general and administrative expenses 20,058 20,000 32,547 72,605

Depreciation and amortization expense 28,696 46,319 127 75,142

Other operating expense (income) (1)

16 ( 18,568 ) 1,836 ( 16,716 )

Operating income (loss) 44,982 27,977 ( 33,472 ) 39,487

Recon to income (loss) before income taxes

Other income (loss) (2)

Income (loss) before income taxes $ 40,363

Capital expenditures $ 21,632 $ 9,216 $ 785 $ 31,633

2022 Australia Canada Corporate, other and eliminations Total

Revenues $ 278,252 $ 395,997 $ 22,803 $ 697,052

Cost of sales and services 200,944 293,576 22,543 517,063

Revenues less cost of sales and services 77,308 102,421 260 179,989

Selling, general and administrative expenses 17,693 19,073 33,196 69,962

Depreciation and amortization expense 30,521 55,503 1,190 87,214

Other operating expense (income) (1)

3,818 69 1,908 5,795

Operating income (loss) 25,276 27,776 ( 36,034 ) 17,018

Recon to income (loss) before income taxes

Other income (loss) (2)

Income (loss) before income taxes $ 10,732

Capital expenditures $ 12,757 $ 11,588 $ 1,076 $ 25,421

(1) Other operating expense (income) for each reportable segment primarily includes impairment expense and other operating expenses for the years ended December 31, 2024, 2023 and 2022.

In addition, for the years ended December 31, 2024 and 2023, Other operating expense (income) in Canada includes gain on sale of McClelland Lake Lodge assets, net.

(2) Other income (loss) is primarily related to interest expense, interest income and other income.

Financial information by geographic segment as of and for each of the three years ended December 31, 2024, 2023 and 2022, is summarized below (in thousands).

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.

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

Revenues from unaffiliated customers $ 245,087 $ 426,956 $ 10,079 $ 682,122

Long-lived assets 230,940 137,789 4,087 372,816

Total assets 667,266 185,643 ( 447,837 ) 405,072

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

Long-lived assets 263,112 144,489 5,034 412,635

Total assets 769,543 205,702 ( 427,183 ) 548,062

Revenues from unaffiliated customers $ 395,997 $ 278,252 $ 22,803 $ 697,052

Long-lived assets 325,160 177,607 12,774 515,541

Total assets 726,640 198,795 ( 359,251 ) 566,184

VALUATION ACCOUNTS

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Valuation allowance for deferred tax assets 85,351 153 1,178 ( 3,777 ) 82,905

SUBSEQUENT EVENT

On February 18, 2025, we entered into a definitive asset purchase agreement with a private seller to acquire four villages with 1,340 rooms in Australia’s Bowen Basin and the associated long-term customer contracts.

Under the terms of the agreement, Civeo would acquire the assets and customer contracts for total cash consideration of A$ 105 million, or approximately US$ 67 million, funded with cash on hand and borrowings from its existing revolving credit facility.

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