Item 1. Financial Statements
ITEM 1. Financial Statements
CIVEO CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Amounts)
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Revenue $ 170,491 $ 176,338 $ 477,229 $ 531,171
Costs and expenses:
Service and other costs 126,704 138,542 362,850 409,821
Selling, general and administrative expenses 18,107 19,635 56,762 55,708
Depreciation and amortization expense 20,012 17,440 54,092 51,269
Impairment expense — — — 7,823
(Gain) loss on sale of McClelland Lake Lodge assets, net — 171 — ( 5,817 )
Other operating (income) expense ( 1,298 ) 506 ( 725 ) 992
163,525 176,294 472,979 519,796
Operating income 6,966 44 4,250 11,375
Interest expense ( 3,422 ) ( 1,725 ) ( 7,740 ) ( 6,288 )
Interest income 28 50 129 147
Other income 10 204 476 967
Income (loss) before income taxes 3,582 ( 1,427 ) ( 2,885 ) 6,201
Income tax expense ( 4,038 ) ( 3,862 ) ( 10,732 ) ( 9,199 )
Net loss ( 456 ) ( 5,289 ) ( 13,617 ) ( 2,998 )
Less: Net loss attributable to noncontrolling interest ( 1 ) ( 198 ) ( 6 ) ( 1,001 )
Net loss attributable to Civeo Corporation $ ( 455 ) $ ( 5,091 ) $ ( 13,611 ) $ ( 1,997 )
Per Share Data (see Note 7)
Basic net loss per share attributable to Civeo Corporation common shareholders $ ( 0.04 ) $ ( 0.36 ) $ ( 1.04 ) $ ( 0.14 )
Diluted net loss per share attributable to Civeo Corporation common shareholders $ ( 0.04 ) $ ( 0.36 ) $ ( 1.04 ) $ ( 0.14 )
Weighted average number of common shares outstanding:
Basic 12,395 14,293 13,053 14,488
Diluted 12,395 14,293 13,053 14,488
Dividends per common share $ 0.00 $ 0.25 $ 0.25 $ 0.75
The accompanying notes are an integral part of these financial statements.
4
CIVEO CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In Thousands)
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Net loss $ ( 456 ) $ ( 5,289 ) $ ( 13,617 ) $ ( 2,998 )
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustment, net of zero taxes
( 764 ) 7,238 11,264 ( 1,372 )
Total other comprehensive income (loss), net of taxes ( 764 ) 7,238 11,264 ( 1,372 )
Comprehensive income (loss) ( 1,220 ) 1,949 ( 2,353 ) ( 4,370 )
Less: Comprehensive loss attributable to noncontrolling interest ( 1 ) ( 172 ) ( 5 ) ( 1,071 )
Comprehensive income (loss) attributable to Civeo Corporation $ ( 1,219 ) $ 2,121 $ ( 2,348 ) $ ( 3,299 )
The accompanying notes are an integral part of these financial statements.
5
CIVEO CORPORATION
CONSOLIDATED BALANCE SHEETS
(In Thousands, Excluding Share Amounts)
September 30, 2025 December 31, 2024
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 12,003 $ 5,204
Accounts receivable, net 105,001 89,038
Inventories 5,807 7,537
Prepaid expenses 14,642 7,464
Other current assets 2,677 1,210
Total current assets 140,130 110,453
Property, plant and equipment, net 251,309 204,897
Goodwill 7,428 7,001
Other intangible assets, net 70,748 66,502
Operating lease right-of-use assets 13,456 9,401
Other noncurrent assets 7,996 6,818
Total assets $ 491,067 $ 405,072
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 43,942 $ 39,971
Accrued liabilities 33,681 34,933
Income taxes payable 126 10,853
Deferred revenue 2,670 2,501
Other current liabilities 5,106 4,388
Total current liabilities 85,525 92,646
Long-term debt 187,937 43,299
Deferred income taxes 4,337 3,558
Operating lease liabilities 10,087 6,655
Other noncurrent liabilities 20,635 21,916
Total liabilities 308,521 168,074
Shareholders’ Equity:
Common shares ( no par value; 46,000,000 shares authorized, 12,083,218 shares and 14,067,721 shares issued, respectively, and 11,645,223 shares and 13,653,647 shares outstanding, respectively)
— —
Additional paid-in capital 1,634,083 1,631,823
Accumulated deficit ( 1,047,425 ) ( 980,720 )
Common shares held in treasury at cost, 437,995 and 414,074 shares, respectively
( 10,775 ) ( 10,130 )
Accumulated other comprehensive loss ( 393,337 ) ( 404,600 )
Total Civeo Corporation shareholders’ equity 182,546 236,373
Noncontrolling interest — 625
Total shareholders’ equity 182,546 236,998
Total liabilities and shareholders’ equity $ 491,067 $ 405,072
The accompanying notes are an integral part of these financial statements.
6
CIVEO CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF
CHANGES IN SHAREHOLDERS’ EQUITY
(In Thousands)
Attributable to Civeo
Common
Shares
Par Value Additional
Paid-in
Capital Accumulated
Deficit Treasury
Shares Accumulated
Other
Comprehensive
Income (Loss) Noncontrolling
Interest Total
Shareholders’
Equity
Balance, June 30, 2024 $ — $ 1,630,130 $ ( 933,346 ) $ ( 10,130 ) $ ( 389,229 ) $ 1,963 $ 299,388
Net loss — — ( 5,091 ) — — ( 198 ) ( 5,289 )
Currency translation adjustment — — — — 7,212 26 7,238
Dividends paid — — ( 3,616 ) — — ( 6 ) ( 3,622 )
Common shares repurchased — — ( 14,208 ) — — — ( 14,208 )
Excise tax on common shares repurchased — — ( 284 ) — — — ( 284 )
Share-based compensation — 721 — — — — 721
Balance, September 30, 2024 $ — $ 1,630,851 $ ( 956,545 ) $ ( 10,130 ) $ ( 382,017 ) $ 1,785 $ 283,944
Balance, June 30, 2025 $ — $ 1,633,022 $ ( 1,020,236 ) $ ( 10,775 ) $ ( 392,573 ) $ — $ 209,438
Net loss — — ( 455 ) — — ( 1 ) ( 456 )
Currency translation adjustment — — — — ( 764 ) — ( 764 )
Dividends paid — — — — — 1 1
Common shares repurchased — — ( 26,210 ) — — — ( 26,210 )
Excise tax on common shares repurchased — — ( 524 ) — — — ( 524 )
Share-based compensation — 1,061 — — — — 1,061
Balance, September 30, 2025 $ — $ 1,634,083 $ ( 1,047,425 ) $ ( 10,775 ) $ ( 393,337 ) $ — $ 182,546
Balance, December 31, 2023 $ — $ 1,628,972 $ ( 919,023 ) $ ( 9,063 ) $ ( 380,715 ) $ 2,867 $ 323,038
Net loss — — ( 1,997 ) — — ( 1,001 ) ( 2,998 )
Currency translation adjustment — — — — ( 1,302 ) ( 70 ) ( 1,372 )
Dividends paid — — ( 10,984 ) — — ( 11 ) ( 10,995 )
Common shares repurchased — — ( 24,060 ) — — — ( 24,060 )
Excise tax on common shares repurchased — — ( 481 ) — — — ( 481 )
Share-based compensation — 1,879 — ( 1,067 ) — — 812
Balance, September 30, 2024 $ — $ 1,630,851 $ ( 956,545 ) $ ( 10,130 ) $ ( 382,017 ) $ 1,785 $ 283,944
Balance, December 31, 2024 $ — $ 1,631,823 $ ( 980,720 ) $ ( 10,130 ) $ ( 404,600 ) $ 625 $ 236,998
Net loss — — ( 13,611 ) — — ( 6 ) ( 13,617 )
Currency translation adjustment — — — — 11,263 1 11,264
Dividends paid — — ( 3,437 ) — — ( 620 ) ( 4,057 )
Common shares repurchased — — ( 48,684 ) — — — ( 48,684 )
Excise tax on common shares repurchased — — ( 973 ) — — — ( 973 )
Share-based compensation — 2,260 — ( 645 ) — — 1,615
Balance, September 30, 2025 $ — $ 1,634,083 $ ( 1,047,425 ) $ ( 10,775 ) $ ( 393,337 ) $ — $ 182,546
Common
Shares (in
thousands)
Balance, December 31, 2024 13,654
Share-based compensation 79
Common shares repurchased ( 2,088 )
Balance, September 30, 2025 11,645
The accompanying notes are an integral part of these financial statements.
7
CIVEO CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
Nine Months Ended
September 30,
2025 2024
Cash flows from operating activities:
Net loss $ ( 13,617 ) $ ( 2,998 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 54,092 51,269
Impairment charges — 7,823
Deferred income tax benefit ( 3,349 ) ( 6,487 )
Non-cash compensation charge 2,260 1,879
Gains on disposals of assets ( 1,343 ) ( 6,134 )
Provision for credit losses, net of recoveries 175 15
Other, net 1,214 1,886
Changes in operating assets and liabilities:
Accounts receivable ( 11,411 ) 35,771
Inventories 2,041 ( 1,690 )
Accounts payable and accrued liabilities ( 824 ) ( 13,586 )
Taxes payable ( 13,905 ) 9,681
Other current and noncurrent assets and liabilities, net ( 12,261 ) ( 3,415 )
Net cash flows provided by operating activities 3,072 74,014
Cash flows from investing activities:
Capital expenditures ( 15,380 ) ( 18,405 )
Payments related to acquisitions ( 72,002 ) —
Proceeds from dispositions of property, plant and equipment 1,433 10,700
Other, net — 183
Net cash flows used in investing activities ( 85,949 ) ( 7,522 )
Cash flows from financing activities:
Revolving credit borrowings 303,418 233,613
Revolving credit repayments ( 162,621 ) ( 242,859 )
Debt issuance costs ( 423 ) ( 2,976 )
Dividends paid ( 3,437 ) ( 10,984 )
Repurchases of common shares ( 48,684 ) ( 24,060 )
Taxes paid on vested shares ( 645 ) ( 1,067 )
Net cash flows provided by (used in) financing activities 87,608 ( 48,333 )
Effect of exchange rate changes on cash 2,068 ( 3,572 )
Net change in cash and cash equivalents 6,799 14,587
Cash and cash equivalents, beginning of period 5,204 3,323
Cash and cash equivalents, end of period $ 12,003 $ 17,910
The accompanying notes are an integral part of these financial statements.
8
CIVEO CORPORATION
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Description of the Business
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
Unless otherwise stated or the context otherwise indicates: (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 United States (U.S.) dollars. Certain reclassifications have been made to the prior year financial statements for them to conform with the 2025 presentation.
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. 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. Results for the interim periods are not necessarily indicative of results for the full year.
The preparation of consolidated financial statements in conformity with 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. If the underlying estimates and assumptions upon which the financial statements are based change in future periods, actual amounts may differ from those included in the accompanying consolidated financial statements.
The unaudited consolidated financial statements included in this report should be read in conjunction with our audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2024.
9
CIVEO CORPORATION
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
(Continued)
2. REVENUE
The following table disaggregates our revenue by our two reportable segments (Australia and Canada) into major categories for the periods indicated (in thousands):
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Australia
Accommodation revenues $ 58,405 $ 51,370 $ 157,910 $ 147,391
Food service and other services revenues 66,055 65,252 182,868 169,576
Total Australia revenues 124,460 116,622 340,778 316,967
Canada
Accommodation revenues $ 38,684 $ 48,747 $ 114,710 $ 180,793
Mobile facility rental revenues 393 123 1,046 1,473
Food service and other services revenues 6,954 8,866 20,695 22,157
Total Canada revenues 46,031 57,736 136,451 204,423
Other
Other revenues $ — $ 1,980 $ — $ 9,781
Total other revenues — 1,980 — 9,781
Total revenues $ 170,491 $ 176,338 $ 477,229 $ 531,171
Our payment terms vary by the type and location of our customer and the services offered. The time between invoicing and when our performance obligations are satisfied is not significant. Payment terms are generally within 30 days and in most cases do not extend beyond 60 days. We do not have significant financing components or significant payment terms.
As of September 30, 2025, 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):
For the years ending December 31,
2025 2026 2027 Thereafter Total
Revenue expected to be recognized as of September 30, 2025 $ 58,353 $ 187,293 $ 143,995 $ 278,574 $ 668,215
We applied the practical expedient and do not disclose consideration for remaining performance obligations with an original expected duration of one year or less. In addition, we do not estimate revenues expected to be recognized related to unsatisfied performance obligations for contracts without minimum room commitments. The table above represents only a portion of our expected future consolidated revenues and it is not necessarily indicative of the expected trend in total revenues.
3. IMPAIRMENT CHARGES
No impairment expense was recorded during the first, second or third quarters of 2025.
The following summarizes pre-tax impairment charges recorded during 2024, which are included in Impairment expense in our consolidated statements of operations (in thousands):
10
CIVEO CORPORATION
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
(Continued)
Australia U.S. Total
Quarter ended March 31, 2024
Long-lived assets $ 5,749 $ 2,074 $ 7,823
Total $ 5,749 $ 2,074 $ 7,823
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.
4. FAIR VALUE MEASUREMENTS
Our financial instruments consist of cash and cash equivalents, receivables, payables and debt instruments. We believe that the carrying values of these instruments on the accompanying consolidated balance sheets approximate their fair values.
As of September 30, 2025 and December 31, 2024, 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.
During the second quarter of 2025, we acquired accommodation assets, land and customer contracts and recorded them at fair value. Determining the fair value of assets acquired and liabilities assumed required the exercise of judgment, which included the use of a multi-period excess earnings income approach to determine the fair value of the customer relationships. Specifically, the fair value of the customer relationships was determined by calculating the present value of expected cash flows by applying a discount rate that represents the estimated rate that market participants would require for such intangible assets. The expected cash flows and related discount rate are significant unobservable inputs categorized within Level 3 of the fair value hierarchy. The cash flows employed in the valuation are based on our best estimates of future sales, earnings and cash flows after considering factors such as general market conditions, expected future customer orders, contracts with suppliers, labor costs, changes in working capital, long-term business plans and recent operating performance.
During the first quarter of 2024, we wrote down certain long-lived assets to fair value. Our estimate of the fair value of undeveloped land positions in Australia that were impaired was based on appraisals from third parties.
5. DETAILS OF SELECTED BALANCE SHEET ACCOUNTS
Additional information regarding selected balance sheet accounts at September 30, 2025 and December 31, 2024 is presented below (in thousands):
September 30, 2025 December 31, 2024
Accounts receivable, net:
Trade $ 85,248 $ 72,819
Unbilled revenue 16,445 12,883
Other 3,702 3,544
Total accounts receivable 105,395 89,246
Allowance for credit losses ( 394 ) ( 208 )
Total accounts receivable, net $ 105,001 $ 89,038
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CIVEO CORPORATION
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
(Continued)
September 30, 2025 December 31, 2024
Inventories:
Finished goods, including purchased food, housekeeping and retail inventory $ 4,194 $ 6,134
Raw materials 1,613 1,403
Total inventories $ 5,807 $ 7,537
Estimated
Useful Life
(in years) September 30, 2025 December 31, 2024
Property, plant and equipment, net:
Land $ 29,039 $ 24,052
Accommodations assets 3 — 15 1,389,717 1,272,515
Buildings and leasehold improvements 7 — 20 13,550 12,386
Machinery and equipment 4 — 7 14,918 13,624
Office furniture and equipment 3 — 7 66,819 65,830
Vehicles 3 — 5 8,187 8,775
Construction in progress 2,485 6,835
Total property, plant and equipment 1,524,715 1,404,017
Accumulated depreciation ( 1,273,406 ) ( 1,199,120 )
Total property, plant and equipment, net $ 251,309 $ 204,897
September 30, 2025 December 31, 2024
Accrued liabilities:
Accrued compensation $ 27,114 $ 29,209
Accrued taxes, other than income taxes 3,797 3,327
Other 2,770 2,397
Total accrued liabilities $ 33,681 $ 34,933
September 30, 2025 December 31, 2024
Contract assets:
Current contract assets (1)
$ 1,376 $ —
Noncurrent contract assets (1)
2,148 —
Total contract assets $ 3,524 $ —
Contract liabilities (Deferred revenue):
Current contract liabilities (2)
$ 2,670 $ 2,501
Noncurrent contract liabilities (2)
3,506 5,098
Total contract liabilities (Deferred revenue) $ 6,176 $ 7,599
(1) Current contract assets and Noncurrent contract assets are included in "Other current assets" and "Other noncurrent assets," respectively, in our unaudited consolidated balance sheets.
(2) Current contract liabilities and Noncurrent contract liabilities are included in "Deferred revenue" and "Other noncurrent liabilities," respectively, in our unaudited consolidated balance sheets.
Contract assets consists of upfront incentives offered as consideration for entering into multi-year contracts. These incentives are refundable to us if the customer cancels the contract prior to the end of the contracted terms. The contract assets are amortized as a reduction of revenue over the contract term as the related services are provided. The increase in contract
12
CIVEO CORPORATION
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
(Continued)
assets from December 31, 2024 to September 30, 2025 was due to incentives offered to a customer in Australia during the first quarter of 2025 to enter into a six -year integrated services contract.
Deferred revenue typically consists of upfront payments received before we satisfy the associated performance obligation. The decrease in deferred revenue from December 31, 2024 to September 30, 2025 was due to revenue recognized over the contracted terms related to advance payments received from a customer for village enhancements in Australia.
6. ASSET ACQUISITION
On May 6, 2025, we acquired the assets of Qantac Pty Ltd (Qantac), located in Queensland, Australia (the Qantac Acquisition) for total consideration of A$ 105 million (or approximately US$ 68 million) in cash. The Qantac Acquisition included four villages, with 1,368 rooms in Australia’s Bowen Basin and the associated accommodation assets, land and customer contracts. As a result of the Qantac Acquisition, we expanded our existing accommodations business into the Blackwater region of the Bowen Basin, which was not previously served by our existing villages. The Qantac Acquisition was funded with cash on hand and borrowings under the Amended Credit Agreement (as defined in Note 8). Qantac’s operations are reported as new village locations in our Australia reportable business segment.
The Qantac Acquisition was accounted for as an asset acquisition based on the principles described in ASC 805, which provides a screen to determine when a set of transferred assets is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similarly identifiable assets, the set of transferred assets is not a business. Under the accounting for asset acquisitions, the acquisition is recorded using a cost accumulation and allocation model under which the cost of such acquisition is allocated on a relative fair value basis to the assets acquired and liabilities assumed. Acquisition-related transaction costs are capitalized as a component of the cost of the assets acquired. Goodwill is not recognized in an asset acquisition, and any difference between consideration transferred and the fair value of the net assets acquired is allocated to the certain identifiable assets acquired based on their relative fair values.
The purchase price was allocated to the net assets as follows (in thousands):
Consideration:
Cash $ 68,189
Direct transaction costs 4,601
Total costs of the asset acquisition $ 72,790
Other current assets $ 184
Property, plant and equipment 70,575
Intangible assets 5,999
Total assets acquired 76,758
Accounts payable and accrued liabilities 67
Deferred income taxes 3,901
Total liabilities assumed 3,968
Net assets acquired $ 72,790
7. 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. For diluted earnings per share, the basic shares outstanding are adjusted by adding all potentially dilutive securities.
13
CIVEO CORPORATION
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
(Continued)
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 September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Numerator:
Basic net loss attributable to Civeo Corporation $ ( 455 ) $ ( 5,091 ) $ ( 13,611 ) $ ( 1,997 )
Diluted net loss attributable to Civeo Corporation $ ( 455 ) $ ( 5,091 ) $ ( 13,611 ) $ ( 1,997 )
Denominator:
Weighted average shares outstanding - basic 12,395 14,293 13,053 14,488
Dilutive shares - share-based awards — — — —
Weighted average shares outstanding - diluted 12,395 14,293 13,053 14,488
Basic net loss per share attributable to Civeo Corporation common shareholders (1)
$ ( 0.04 ) $ ( 0.36 ) $ ( 1.04 ) $ ( 0.14 )
Diluted net loss per share attributable to Civeo Corporation common shareholders (1)
$ ( 0.04 ) $ ( 0.36 ) $ ( 1.04 ) $ ( 0.14 )
(1) Computations may reflect rounding adjustments.
Share-based awards that have been excluded from the calculation of weighted-average common shares outstanding because the effect is anti-dilutive totaled 0.1 million shares and 0.2 million shares, respectively, for the three months ended September 30, 2025 and 2024. Share-based awards that have been excluded from the calculation of weighted-average common shares outstanding because the effect is anti-dilutive totaled 0.1 million shares and 0.2 million shares, respectively, for the nine months ended September 30, 2025 and 2024.
14
CIVEO CORPORATION
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
(Continued)
8. DEBT
As of September 30, 2025 and December 31, 2024, long-term debt consisted of the following (in thousands):
September 30, 2025 December 31, 2024
U.S. revolving credit facility; weighted average interest rate of 9.1 % for the nine month period ended September 30, 2025
$ — $ —
Canadian revolving credit facility; weighted average interest rate of 5.9 % for the nine month period ended September 30, 2025
138,632 43,299
Australian revolving credit facility; weighted average interest rate of 6.6 % for the nine month period ended September 30, 2025
49,305 —
Total debt $ 187,937 $ 43,299
Credit Agreement
On March 24, 2025, we amended our Syndicated Facility Agreement (as amended to date, the Amended Credit Agreement), to increase the Australian revolving commitments by $ 20.0 million to an aggregate amount of $ 55.0 million.
As of September 30, 2025, the Amended Credit Agreement provided for a $ 265.0 million revolving credit facility scheduled to mature on August 8, 2028, 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. Facility); (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 $ 55.0 million senior secured revolving credit facility in favor of one of our Australian subsidiaries, as borrower.
U.S. 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 a margin of 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 Canadian Overnight Repo Rate Average (CORRA), which is equal to the Term CORRA plus a 29.547 basis point adjustment for one month terms or a 32.138 basis point adjustment 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 (as defined in the Amended Credit Agreement). 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 (as defined in the Amended Credit Agreement).
The Amended Credit Agreement contains customary affirmative and negative covenants that, among other things, limit or restrict: (i) indebtedness, liens and fundamental changes; (ii) asset sales; (iii) specified acquisitions; (iv) certain restrictive agreements; (v) transactions with affiliates; and (vi) investments and other restricted payments, including dividends and other distributions. In addition, we must maintain a minimum interest coverage ratio, defined as the ratio of consolidated EBITDA to consolidated interest expense, of at least 3.00 to 1.00 and a maximum net leverage ratio, defined as the ratio of total net debt to Consolidated EBITDA, of no greater than 3.00 to 1.00. Following a qualified offering of indebtedness, we will be required to maintain a maximum leverage ratio of no greater than 3.50 to 1.00 and a maximum senior secured ratio no greater than 2.00 to 1.00. 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 September 30, 2025.
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, 2025, we had six lenders that were parties to the Amended Credit Agreement, with total revolving commitments ranging from $ 35.0 million to $ 60.0 million. As of September 30, 2025, we had outstanding letters of credit of zero under the U.S. facility, zero under the Australian facility and $ 0.9 million under the Canadian facility. We also had outstanding bank guarantees of A$ 1.5 million under the Australian facility.
15
CIVEO CORPORATION
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
(Continued)
9. INCOME TAXES
Our operations are conducted through various subsidiaries in a number of countries throughout the world. We have provided for income taxes based upon the tax laws and rates in the countries in which operations are conducted and income is earned.
We operate in three jurisdictions, Australia, Canada and the U.S., where statutory tax rates range from 15 % to 30 %. Our effective tax rate will vary from period to period based on changes in earnings mix between these different jurisdictions. On January 1, 2024, the Organization for Economic Cooperation and Development Pillar Two rules became effective and established a minimum 15% tax rate on certain multinational enterprises. The Pillar Two rules have been implemented in Australia and Canada, with the U.S. still uncertain to date. The applicable tax law changes with respect to Pillar Two were considered for the jurisdictions in which we operate, and the rules did not have a materially adverse impact on our financial results.
We compute our quarterly taxes under the effective tax rate method by applying an anticipated annual effective rate to our year-to-date income, except for significant unusual or extraordinary transactions. 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 September 30, 2025 and 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 September 30, 2025 totaled $ 4.0 million, or 112.7 % of pretax income, compared to income tax expense of $ 3.9 million, or ( 270.6 )% of pretax loss, for the three months ended September 30, 2024. Our effective tax rate for the three months ended September 30, 2025 and 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 nine months ended September 30, 2025 totaled $ 10.7 million, or ( 372.0 )% of pretax loss, compared to income tax expense of $ 9.2 million, or 148.3 % of pretax income, for the nine months ended September 30, 2024. Our effective tax rate for the nine months ended September 30, 2025 and 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.
10. COMMITMENTS AND CONTINGENCIES
We are a party to various pending or threatened claims, lawsuits and administrative proceedings seeking damages or other remedies concerning our commercial operations, products, employees and other matters, including warranty and product liability claims as a result of our products or operations. 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.
11. ACCUMULATED OTHER COMPREHENSIVE LOSS
Our accumulated other comprehensive loss decreased $ 11.3 million from $ 404.6 million at December 31, 2024 to $ 393.3 million at September 30, 2025, as a result of foreign currency exchange rate fluctuations. Changes in other comprehensive loss during the nine months of 2025 were primarily driven by the Australian dollar and Canadian dollar increasing in value compared to the U.S. dollar. Excluding intercompany balances, our Canadian dollar and Australian dollar functional currency net assets totaled approximately C$ 23 million and A$ 248 million, respectively, at September 30, 2025.
16
CIVEO CORPORATION
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
(Continued)
12. SHARE REPURCHASE PROGRAMS AND DIVIDENDS
Share Repurchase Programs
In September 2024, our Board of Directors (Board) authorized a common share repurchase program (the Share Repurchase Program) to repurchase up to 5.0 % of our total common shares which were issued and outstanding at that date, or approximately 0.7 million common shares over a twelve month period. In March 2025, our Board authorized an increase to the Share Repurchase Program to repurchase up to 10.0 % of our total common shares which are issued and outstanding at that date, or approximately 1.4 million common shares, and in April 2025, our Board authorized a further increase to repurchase up to 20.0 % of our total common shares which are issued and outstanding at that date, or approximately 2.7 million common shares.
The repurchase authorization allows repurchases from time to time through a variety of methods, including but not limited to open market repurchases, pursuant to a Rule 10b5-1 compliant plan, or privately negotiated transactions. We have funded, and intend to continue to fund, repurchases through cash on hand, cash from debt incurrences and cash generated from operations. 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,
2025 2024 2025 2024
Dollar-value of shares repurchased $ 26,210 $ 14,208 $ 48,684 $ 24,060
Shares repurchased 1,051.0 514.8 2,087.5 922.0
Average price paid per share $ 24.93 $ 27.59 $ 23.30 $ 26.08
Dividends
Our Board declared the following quarterly dividends for the nine months ended September 30, 2025 and 2024. The dividends are eligible dividends pursuant to the Income Tax Act (Canada). In April 2025, our Board suspended quarterly dividends on our common shares to prioritize returning capital to our shareholders through ongoing share repurchases.
Date Declared Record Date Payment Date Per Share Amount
January 31, 2025 February 24, 2025 March 17, 2025 $ 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
13. SHARE-BASED COMPENSATION
Certain key employees and non-employee directors participate in the Amended and Restated 2014 Equity Participation Plan of Civeo Corporation (the Civeo Plan). The Civeo Plan authorizes our Board and the Compensation Committee of our Board to approve and grant awards of options, awards of restricted shares, performance 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.
Outstanding Awards
Phantom Share Units. On March 3, 2025, we granted 171,723 phantom share units under the Civeo Plan, which vest in three equal annual installments beginning on March 3, 2026. We also granted 57,432 phantom share units under the Canadian Long-Term Incentive Plan, which vest in three equal annual installments beginning on March 3, 2026. Phantom share units are settled in cash upon vesting.
17
CIVEO CORPORATION
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
(Continued)
During the three months ended September 30, 2025 and 2024, we recognized compensation expense associated with phantom share units totaling $ 1.5 million and $ 2.1 million, respectively. During the nine months ended September 30, 2025 and 2024, we recognized compensation expense associated with phantom share units totaling $ 4.8 million and $ 5.1 million, respectively. At September 30, 2025, unrecognized compensation cost related to phantom share units was $ 7.9 million, as remeasured at September 30, 2025, which is expected to be recognized over a weighted average period of 1.9 years.
Performance Share Awards. On March 3, 2025, we granted 189,124 performance share awards under the Civeo Plan, which cliff vest after three years subject to attainment of applicable performance criteria. These awards will be earned in amounts between 0 % and 200 % of the participant’s target performance share award, based on the payout percentage associated with Civeo’s relative total shareholder return rank among a peer group of other companies and the payout percentage associated with Civeo's three-year growth in EBITDA over the performance period relative to a preset 2027 EBITDA target. The portion of the performance share awards tied to the 2027 EBITDA target includes a performance-based vesting requirement. We evaluate the probability of achieving the performance criteria throughout the performance period and will adjust share-based compensation expense based on the number of shares expected to vest based on our estimate of the most probable performance outcome. No share-based compensation expense is recognized if the performance criteria are not probable of being achieved.
During the three months ended September 30, 2025 and 2024, we recognized compensation expense associated with performance share awards totaling $ 0.8 million and $ 0.5 million, respectively. During the nine months ended September 30, 2025 and 2024, we recognized compensation expense associated with performance share awards totaling $ 1.5 million and $ 1.1 million, respectively. No performance share awards vested during the three months ended September 30, 2025 and 2024. The total fair value of performance share awards that vested during the nine months ended September 30, 2025 and 2024 was $ 1.7 million and $ 2.8 million, respectively. At September 30, 2025, unrecognized compensation cost related to performance share awards was $ 3.3 million, which is expected to be recognized over a weighted average period of 2.1 years.
Restricted Share Awards / Restricted Share Units / Deferred Share Awards. On May 14, 2025, we granted 50,215 restricted share and deferred share awards to our non-employee directors, which vest in their entirety in May 2026.
Compensation expense associated with restricted share awards, restricted share units and deferred share awards recognized in the three months ended September 30, 2025 and 2024 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, 2025 and 2024 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 30, 2025 and 2024 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, 2025 and 2024 was $ 0.9 million and $ 1.2 million, respectively.
At September 30, 2025, 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.
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CIVEO CORPORATION
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
(Continued)
14. SEGMENT AND RELATED INFORMATION
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. Our Chief Executive Officer is the chief operation decision maker. We have identified two reportable segments, Australia and Canada, which represent our strategic focus on hospitality services and workforce accommodations.
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 chief operating decision maker, we have excluded this allocation. Prior periods have been updated to be consistent with the presentation for the three and nine months ended September 30, 2025.
Financial information by business segment for each of the three and nine months ended September 30, 2025 and 2024 is summarized in the following table (in thousands):
Three Months Ended September 30, 2025 Australia Canada Corporate, other and eliminations Total
Revenues $ 124,460 $ 46,031 $ — $ 170,491
Cost of sales and services 91,024 35,660 20 126,704
Revenues less cost of sales and services 33,436 10,371 ( 20 ) 43,787
Selling, general and administrative expenses (1)
7,205 3,746 7,156 18,107
Depreciation and amortization expense 9,929 10,057 26 20,012
Other operating expense (income) (2)
( 363 ) ( 1,072 ) 137 ( 1,298 )
Operating income (loss) 16,665 ( 2,360 ) ( 7,339 ) 6,966
Reconciliation to income (loss) before income taxes
Other loss (3)
( 3,384 )
Income before income taxes $ 3,582
Capital expenditures $ 4,786 $ 825 $ — $ 5,611
Total assets $ 278,736 $ 198,884 $ 13,447 $ 491,067
19
CIVEO CORPORATION
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
(Continued)
Three Months Ended September 30, 2024 Australia Canada Corporate, other and eliminations Total
Revenues $ 116,622 $ 57,736 $ 1,980 $ 176,338
Cost of sales and services 87,067 50,052 1,423 138,542
Revenues less cost of sales and services 29,555 7,684 557 37,796
Selling, general and administrative expenses (1)
7,158 4,717 7,760 19,635
Depreciation and amortization expense 8,086 9,264 90 17,440
Other operating expense (income) (2)
( 7 ) 179 505 677
Operating income (loss) 14,318 ( 6,476 ) ( 7,798 ) 44
Reconciliation to income (loss) before income taxes
Other loss (3)
( 1,471 )
Loss before income taxes $ ( 1,427 )
Capital expenditures $ 3,889 $ 3,558 $ 29 $ 7,476
Total assets $ 218,733 $ 244,458 $ 14,445 $ 477,636
Nine Months Ended September 30, 2025 Australia Canada Corporate, other and eliminations Total
Revenues $ 340,778 $ 136,451 $ — $ 477,229
Cost of sales and services 250,221 112,342 287 362,850
Revenues less cost of sales and services 90,557 24,109 ( 287 ) 114,379
Selling, general and administrative expenses (1)
20,329 12,175 24,258 56,762
Depreciation and amortization expense 26,783 27,228 81 54,092
Other operating expense (income) (2)
( 432 ) ( 990 ) 697 ( 725 )
Operating income (loss) 43,877 ( 14,304 ) ( 25,323 ) 4,250
Reconciliation to income (loss) before income taxes
Other loss (3)
( 7,135 )
Loss before income taxes $ ( 2,885 )
Capital expenditures $ 10,182 $ 5,198 $ — $ 15,380
Total assets $ 278,736 $ 198,884 $ 13,447 $ 491,067
20
CIVEO CORPORATION
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
(Continued)
Nine Months Ended September 30, 2024 Australia Canada Corporate, other and eliminations Total
Revenues $ 316,967 $ 204,423 $ 9,781 $ 531,171
Cost of sales and services 234,217 166,158 9,446 409,821
Revenues less cost of sales and services 82,750 38,265 335 121,350
Selling, general and administrative expenses (1)
18,426 14,053 23,229 55,708
Depreciation and amortization expense 23,018 27,912 339 51,269
Other operating expense (income) (2)
5,844 ( 5,783 ) 2,937 2,998
Operating income (loss) 35,462 2,083 ( 26,170 ) 11,375
Reconciliation to income (loss) before income taxes
Other loss (3)
( 5,174 )
Income before income taxes $ 6,201
Capital expenditures $ 12,059 $ 6,300 $ 46 $ 18,405
Total assets $ 218,733 $ 244,458 $ 14,445 $ 477,636
(1) Corporate, other and eliminations selling, general and administrative expenses includes corporate information technology (IT) expenses managed on a worldwide basis that are not allocated to individual segments in Australia and Canada. During the three months ended September 30, 2025 and 2024, we recognized IT expenses at corporate not allocated of $ 1.8 million and $ 2.3 million, respectively. During the nine months ended September 30, 2025 and 2024, we recognized IT expenses at corporate not allocated of $ 5.8 million and $ 6.8 million, respectively.
(2) Other operating expense (income) for each reportable segment primarily includes other operating income and expenses for the three and nine months ended September 30, 2025 and 2024. Canada includes (Gain) loss on sale of McClelland Lake Lodge assets, net for the three and nine months ended September 30, 2024. In addition, other operating expense (income) includes impairment expense in Canada and the U.S. for the nine months ended September 30, 2024.
(3) Other income (loss) is primarily related to interest expense, interest income and other income.
21
Cautionary Statement Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the Exchange Act). The Private Securities Litigation Reform Act of 1995 provides safe harbor provisions for forward-looking information. The forward-looking statements can be identified by the use of forward-looking terminology including “may,” “expect,” “anticipate,” “estimate,” “continue,” “believe” or other similar words. The forward-looking statements in this report include, but are not limited to, the statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” relating to our expectations about the macroeconomic environment and industry conditions, including the volatility in the price of and demand for commodities, as well as our expectations about capital expenditures in 2025, beliefs with respect to liquidity needs and expectations with respect to growth strategies and opportunities, share repurchases and dividends and benefits of the Qantac Acquisition. Actual results could differ materially from those projected in the forward-looking statements as a result of a number of important factors. For a discussion of known material factors that could affect our results, refer to “Risk Factors” in this quarterly report and "Risk Factors," “Cautionary Statement Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2024 and our subsequent SEC filings. Should one or more of these risks or uncertainties materialize, or should the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Our management believes these forward-looking statements are reasonable. However, you should not place undue reliance on these forward-looking statements, which are based only on our current expectations and are not guarantees of future performance. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the foregoing. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update or revise any of them in light of new information, future events or otherwise, except to the extent required by applicable law.
In addition, in certain places in this quarterly report, we may refer to reports published by third parties that purport to describe trends or developments in the natural resources industry. We do so for the convenience of our shareholders and in an effort to provide information available in the market that will assist our investors in a better understanding of the market environment in which we operate. However, we specifically disclaim any responsibility for the accuracy and completeness of such information and undertake no obligation to update such information.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.