UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 20212022
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
 For the transition period from _________________________ to _________________________
Commission file number: 001-36246
Civeo Corporation
(Exact name of registrant as specified in its charter)
British Columbia, Canada98-1253716
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)
  
Three Allen Center, 333 Clay Street, Suite 4980,77002
Houston, Texas(Zip Code)
(Address of principal executive offices) 
(713) 510-2400
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Shares, no par valueCVEONew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
YesNo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "accelerated filer," "large accelerated filer," "smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated FilerAccelerated Filer
 
Emerging Growth Company
 
   
Non-Accelerated FilerSmaller Reporting Company
 
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



YesNo

The Registrant had 14,316,27414,188,012 common shares outstanding as of July 26, 2021.25, 2022.



CIVEO CORPORATION
INDEX
Page No.
Part I -- FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Financial Statements
Unaudited Consolidated Statements of Operations for the Three and Six Months Ended June 30, 20212022 and 20202021
Unaudited Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 20212022 and 20202021
Consolidated Balance Sheets – as of June 30, 20212022 (unaudited) and December 31, 20202021
Unaudited Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 20212022 and 20202021
Unaudited Consolidated Statements of Cash Flows for the Six Months Ended June 30, 20212022 and 20202021
Notes to Unaudited Consolidated Financial Statements
Cautionary Statement Regarding Forward-Looking Statements
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.   Quantitative and Qualitative Disclosures About Market Risk
Item 4.   Controls and Procedures
Part II -- OTHER INFORMATION
Item 1.     Legal Proceedings
Item 1A.  Risk Factors
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
Item 6.     Exhibits
(a) Index of Exhibits
Signature Page

3


PART I -- FINANCIAL INFORMATION
ITEM 1. Financial Statements

CIVEO CORPORATION
 
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Amounts)
 
Three Months Ended
June 30,
Six Months Ended
June 30,
Three Months Ended
June 30,
Six Months Ended
June 30,
2021202020212020 2022202120222021
Revenues:Revenues:    Revenues:    
Service and otherService and other$147,784 $110,006 $269,780 $239,405 Service and other$177,254 $147,784 $336,824 $269,780 
RentalRental4,540 3,865 7,604 10,044 Rental7,035 4,540 12,295 7,604 
ProductProduct1,852 831 2,222 4,045 Product665 1,852 1,513 2,222 
154,176 114,702 279,606 253,494  184,954 154,176 350,632 279,606 
Costs and expenses:Costs and expenses:Costs and expenses:
Service and other costsService and other costs103,449 78,860 199,911 174,904 Service and other costs124,318 103,449 245,168 199,911 
Rental costsRental costs3,661 3,615 6,631 8,428 Rental costs5,414 3,661 9,806 6,631 
Product costsProduct costs892 658 1,270 3,114 Product costs321 892 922 1,270 
Selling, general and administrative expensesSelling, general and administrative expenses14,703 11,490 28,884 25,427 Selling, general and administrative expenses17,682 14,703 32,895 28,884 
Depreciation and amortization expenseDepreciation and amortization expense21,377 22,205 42,646 47,707 Depreciation and amortization expense23,083 21,377 43,210 42,646 
Impairment expenseImpairment expense7,935 7,935 144,120 Impairment expense— 7,935 — 7,935 
Other operating expense (income)30 (285)101 704 
Other operating (income) expenseOther operating (income) expense(106)30 152 101 
152,047 116,543 287,378 404,404 170,712 152,047 332,153 287,378 
Operating income (loss)Operating income (loss)2,129 (1,841)(7,772)(150,910)Operating income (loss)14,242 2,129 18,479 (7,772)
Interest expenseInterest expense(3,401)(3,854)(6,763)(9,449)Interest expense(2,608)(3,401)(5,076)(6,763)
Interest incomeInterest income20 Interest income
Other incomeOther income788 12,642 5,702 12,667 Other income415 788 2,111 5,702 
(Loss) income before income taxes(482)6,951 (8,831)(147,672)
Income tax benefit (expense)492 (122)(584)8,689 
Income (loss) before income taxesIncome (loss) before income taxes12,051 (482)15,516 (8,831)
Income tax (expense) benefitIncome tax (expense) benefit(1,821)492 (3,378)(584)
Net income (loss)Net income (loss)10 6,829 (9,415)(138,983)Net income (loss)10,230 10 12,138 (9,415)
Less: Net income attributable to noncontrolling interest(3)222 56 480 
Less: Net income (loss) attributable to noncontrolling interestLess: Net income (loss) attributable to noncontrolling interest662 (3)1,160 56 
Net income (loss) attributable to Civeo CorporationNet income (loss) attributable to Civeo Corporation13 6,607 (9,471)(139,463)Net income (loss) attributable to Civeo Corporation9,568 13 10,978 (9,471)
Less: Dividends attributable to Class A preferred sharesLess: Dividends attributable to Class A preferred shares480 471 958 939 Less: Dividends attributable to Class A preferred shares490 480 977 958 
Net (loss) income attributable to Civeo common shareholders$(467)$6,136 $(10,429)$(140,402)
Net income (loss) attributable to Civeo common shareholdersNet income (loss) attributable to Civeo common shareholders$9,078 $(467)$10,001 $(10,429)
Per Share Data (see Note 7) (1)
Per Share Data (see Note 7) (1)
Per Share Data (see Note 7) (1)
Basic net (loss) income per share attributable to Civeo Corporation common shareholders$(0.03)$0.37 $(0.73)$(9.96)
Basic net income (loss) per share attributable to Civeo Corporation common shareholdersBasic net income (loss) per share attributable to Civeo Corporation common shareholders$0.55 $(0.03)$0.60 $(0.73)
Diluted net (loss) income per share attributable to Civeo Corporation common shareholders$(0.03)$0.37 $(0.73)$(9.96)
Diluted net income (loss) per share attributable to Civeo Corporation common shareholdersDiluted net income (loss) per share attributable to Civeo Corporation common shareholders$0.54 $(0.03)$0.60 $(0.73)
Weighted average number of common shares outstanding:Weighted average number of common shares outstanding:Weighted average number of common shares outstanding:
BasicBasic14,278 14,151 14,244 14,097 Basic14,148 14,278 14,122 14,244 
DilutedDiluted14,278 14,166 14,244 14,097 Diluted14,275 14,278 14,271 14,244 
(1)Reflects our 1-for-12 reverse share split that became effective November 19, 2020. See Note 1 - Description of Business and Basis of Presentation to the notes to the unaudited consolidated financial statements included in Item 1 of this quarterly report for further discussion.
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
June 30,
Six Months Ended
June 30,
 2021202020212020
Net income (loss)$10 $6,829 $(9,415)$(138,983)
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustment, net of 0 taxes(1,573)29,385 (3,200)(19,156)
Total other comprehensive income (loss), net of taxes(1,573)29,385 (3,200)(19,156)
Comprehensive income (loss)(1,563)36,214 (12,615)(158,139)
Less: Comprehensive (loss) income attributable to noncontrolling interest(11)303 38 466 
Comprehensive (loss) income attributable to Civeo Corporation$(1,552)$35,911 $(12,653)$(158,605)
Three Months Ended
June 30,
Six Months Ended
June 30,
 2022202120222021
Net income (loss)$10,230 $10 $12,138 $(9,415)
Other comprehensive loss, net of taxes:
Foreign currency translation adjustment, net of zero taxes(20,024)(1,573)(12,012)(3,200)
Total other comprehensive loss, net of taxes(20,024)(1,573)(12,012)(3,200)
Comprehensive income (loss)(9,794)(1,563)126 (12,615)
Less: Comprehensive income (loss) attributable to noncontrolling interest568 (11)1,106 38 
Comprehensive loss attributable to Civeo Corporation$(10,362)$(1,552)$(980)$(12,653)
The accompanying notes are an integral part of these financial statements.

5


CIVEO CORPORATION
 
CONSOLIDATED BALANCE SHEETS
(In Thousands, Excluding Share Amounts)
June 30, 2021December 31, 2020 June 30, 2022December 31, 2021
(Unaudited)(Unaudited)
ASSETSASSETSASSETS
Current assets:Current assets:Current assets:
Cash and cash equivalentsCash and cash equivalents$4,414 $6,155 Cash and cash equivalents$4,782 $6,282 
Accounts receivable, netAccounts receivable, net114,187 89,782 Accounts receivable, net134,845 114,859 
InventoriesInventories6,958 6,181 Inventories7,382 6,468 
Prepaid expensesPrepaid expenses5,537 7,020 Prepaid expenses5,003 6,876 
Other current assetsOther current assets9,976 6,165 Other current assets6,282 10,946 
Assets held for saleAssets held for sale2,205 3,910 Assets held for sale11,430 11,762 
Total current assetsTotal current assets143,277 119,213 Total current assets169,724 157,193 
Property, plant and equipment, netProperty, plant and equipment, net442,819 486,930 Property, plant and equipment, net349,094 389,996 
GoodwillGoodwill8,474 8,729 Goodwill7,798 8,204 
Other intangible assets, netOther intangible assets, net98,967 99,749 Other intangible assets, net88,936 93,642 
Operating lease right-of-use assetsOperating lease right-of-use assets21,445 22,606 Operating lease right-of-use assets16,295 18,327 
Other noncurrent assetsOther noncurrent assets2,705 3,626 Other noncurrent assets5,550 5,372 
Total assetsTotal assets$717,687 $740,853 Total assets$637,397 $672,734 
LIABILITIES AND SHAREHOLDERS’ EQUITYLIABILITIES AND SHAREHOLDERS’ EQUITYLIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:Current liabilities:Current liabilities:
Accounts payableAccounts payable$43,956 $42,056 Accounts payable$45,360 $49,321 
Accrued liabilitiesAccrued liabilities23,983 27,349 Accrued liabilities28,289 33,564 
Income taxesIncome taxes225 203 Income taxes74 171 
Current portion of long-term debtCurrent portion of long-term debt35,593 34,585 Current portion of long-term debt29,880 30,576 
Deferred revenueDeferred revenue21,486 6,812 Deferred revenue7,256 18,479 
Other current liabilitiesOther current liabilities5,997 5,760 Other current liabilities8,494 4,807 
Total current liabilitiesTotal current liabilities131,240 116,765 Total current liabilities119,353 136,918 
Long-term debt, less current maturitiesLong-term debt, less current maturities189,228 214,000 Long-term debt, less current maturities123,018 142,602 
Deferred income taxesDeferred income taxes3,999 896 
Operating lease liabilitiesOperating lease liabilities17,997 19,834 Operating lease liabilities13,438 15,429 
Other noncurrent liabilitiesOther noncurrent liabilities15,817 14,897 Other noncurrent liabilities14,069 13,778 
Total liabilitiesTotal liabilities354,282 365,496 Total liabilities273,877 309,623 
Commitments and contingencies (Note 10)Commitments and contingencies (Note 10)00Commitments and contingencies (Note 10)00
Shareholders’ Equity:Shareholders’ Equity:Shareholders’ Equity:
Preferred shares (Class A Series 1, 0 par value; 50,000,000 shares authorized, 9,042 shares issued and outstanding, respectively; aggregate liquidation preference of $96,471,559 and $95,514,031 as of June 30, 2021 and December 31, 2020)60,974 60,016 
Common shares (0 par value; 46,000,000 shares authorized, 14,636,872 shares and 14,478,878 shares issued, respectively, and 14,316,274 shares and 14,215,169 shares outstanding, respectively) (1)
Preferred shares (Class A Series 1, no par value; 50,000,000 shares authorized, 9,042 shares issued and outstanding, respectively; aggregate liquidation preference of $98,415,509 and $97,438,687 as of June 30, 2022 and December 31, 2021)Preferred shares (Class A Series 1, no par value; 50,000,000 shares authorized, 9,042 shares issued and outstanding, respectively; aggregate liquidation preference of $98,415,509 and $97,438,687 as of June 30, 2022 and December 31, 2021)62,918 61,941 
Common shares (no par value; 46,000,000 shares authorized, 14,554,687 shares and 14,431,819 shares issued, respectively, and 14,188,012 shares and 14,111,221 shares outstanding, respectively)Common shares (no par value; 46,000,000 shares authorized, 14,554,687 shares and 14,431,819 shares issued, respectively, and 14,188,012 shares and 14,111,221 shares outstanding, respectively)— — 
Additional paid-in capitalAdditional paid-in capital1,580,213 1,578,315 Additional paid-in capital1,584,416 1,582,442 
Accumulated deficitAccumulated deficit(918,156)(907,727)Accumulated deficit(903,492)(912,951)
Common shares held in treasury at cost, 320,598 and 263,709 shares, respectively(8,050)(6,930)
Common shares held in treasury at cost, 366,675 and 320,598 shares, respectivelyCommon shares held in treasury at cost, 366,675 and 320,598 shares, respectively(9,063)(8,050)
Accumulated other comprehensive lossAccumulated other comprehensive loss(352,171)(348,989)Accumulated other comprehensive loss(373,841)(361,883)
Total Civeo Corporation shareholders’ equityTotal Civeo Corporation shareholders’ equity362,810 374,685 Total Civeo Corporation shareholders’ equity360,938 361,499 
Noncontrolling interestNoncontrolling interest595 672 Noncontrolling interest2,582 1,612 
Total shareholders’ equityTotal shareholders’ equity363,405 375,357 Total shareholders’ equity363,520 363,111 
Total liabilities and shareholders’ equityTotal liabilities and shareholders’ equity$717,687 $740,853 Total liabilities and shareholders’ equity$637,397 $672,734 
(1)Reflects our 1-for-12 reverse share split that became effective November 19, 2020. See Note 1 - Description of Business and Basis of Presentation to the notes to the unaudited consolidated financial statements included in Item 1 of this quarterly report for further discussion.
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 CiveoAttributable to Civeo
Preferred
Shares
Common
Shares
Preferred
Shares
Common
Shares
AmountPar ValueAdditional
Paid-in
Capital
Accumulated
Deficit
Treasury
Shares
Accumulated
Other
Comprehensive
Income (Loss)
Noncontrolling
Interest
Total
Shareholders’
Equity
Balance, March 31, 2020$58,597 $ $1,574,457 $(918,128)$(6,914)$(411,619)$552 $296,945 
Net income (loss)— — — 6,607 — — 222 6,829 
Currency translation adjustment— — — — — 29,304 81 29,385 
Dividends paid— — — — — — (231)(231)
Dividends attributable to Class A preferred shares471 — — (471)— — — — 
Share-based compensation— — 1,331 — (16)— — 1,315 
Balance, June 30, 2020$59,068 $ $1,575,788 $(911,992)$(6,930)$(382,315)$624 $334,243 
AmountPar ValueAdditional
Paid-in
Capital
Accumulated
Deficit
Treasury
Shares
Accumulated
Other
Comprehensive
Income (Loss)
Noncontrolling
Interest
Total
Shareholders’
Equity
Balance, March 31, 2021Balance, March 31, 2021$60,494 $ $1,579,342 $(917,689)$(8,050)$(350,606)$648 $364,139 Balance, March 31, 2021$60,494 $ $1,579,342 $(917,689)$(8,050)$(350,606)$648 $364,139 
Net income (loss)Net income (loss)— — — 13 — — (3)10 Net income (loss)— — — 13 — — (3)10 
Currency translation adjustmentCurrency translation adjustment— — — — — (1,565)(8)(1,573)Currency translation adjustment— — — — — (1,565)(8)(1,573)
Dividends paidDividends paid— — — — — — (42)(42)Dividends paid— — — — — — (42)(42)
Dividends attributable to Class A preferred sharesDividends attributable to Class A preferred shares480 — — (480)— — — — Dividends attributable to Class A preferred shares480 — — (480)— — — — 
Share-based compensationShare-based compensation— — 871 — — — — 871 Share-based compensation— — 871 — — — — 871 
Balance, June 30, 2021Balance, June 30, 2021$60,974 $ $1,580,213 $(918,156)$(8,050)$(352,171)$595 $363,405 Balance, June 30, 2021$60,974 $ $1,580,213 $(918,156)$(8,050)$(352,171)$595 $363,405 
Balance, December 31, 2019$58,129 $ $1,572,249 $(771,590)$(5,472)$(363,173)$662 $490,805 
Balance, March 31, 2022Balance, March 31, 2022$62,428 $ $1,583,474 $(912,037)$(9,063)$(353,911)$2,080 $372,971 
Net income (loss)Net income (loss)— — — (139,463)— — 480 (138,983)Net income (loss)— — — 9,568 — — 662 10,230 
Currency translation adjustmentCurrency translation adjustment— — — — — (19,142)(14)(19,156)Currency translation adjustment— — — — — (19,930)(94)(20,024)
Dividends paidDividends paid— — — — — — (504)(504)Dividends paid— — — — — — (66)(66)
Dividends attributable to Class A preferred sharesDividends attributable to Class A preferred shares939 — — (939)— — — — Dividends attributable to Class A preferred shares490 — — (490)— — — — 
Common shares repurchasedCommon shares repurchased— — — (533)— — — (533)
Share-based compensationShare-based compensation— — 3,539 — (1,458)— — 2,081 Share-based compensation— — 942 — — — — 942 
Balance, June 30, 2020$59,068 $ $1,575,788 $(911,992)$(6,930)$(382,315)$624 $334,243 
Balance, June 30, 2022Balance, June 30, 2022$62,918 $ $1,584,416 $(903,492)$(9,063)$(373,841)$2,582 $363,520 
Balance, December 31, 2020Balance, December 31, 2020$60,016 $ $1,578,315 $(907,727)$(6,930)$(348,989)$672 $375,357 Balance, December 31, 2020$60,016 $ $1,578,315 $(907,727)$(6,930)$(348,989)$672 $375,357 
Net income (loss)Net income (loss)— — — (9,471)— — 56 (9,415)Net income (loss)— — — (9,471)— — 56 (9,415)
Currency translation adjustmentCurrency translation adjustment— — — — — (3,182)(18)(3,200)Currency translation adjustment— — — — — (3,182)(18)(3,200)
Dividends paidDividends paid— — — — — — (115)(115)Dividends paid— — — — — — (115)(115)
Dividends attributable to Class A preferred sharesDividends attributable to Class A preferred shares958 — — (958)— — — — Dividends attributable to Class A preferred shares958 — — (958)— — — — 
Share-based compensationShare-based compensation— — 1,898 — (1,120)— — 778 Share-based compensation— — 1,898 — (1,120)— — 778 
Balance, June 30, 2021Balance, June 30, 2021$60,974 $ $1,580,213 $(918,156)$(8,050)$(352,171)$595 $363,405 Balance, June 30, 2021$60,974 $ $1,580,213 $(918,156)$(8,050)$(352,171)$595 $363,405 
Balance, December 31, 2021Balance, December 31, 2021$61,941 $ $1,582,442 $(912,951)$(8,050)$(361,883)$1,612 $363,111 
Net incomeNet income— — — 10,978 — — 1,160 12,138 
Currency translation adjustmentCurrency translation adjustment— — — — — (11,958)(54)(12,012)
Dividends paidDividends paid— — — — — — (136)(136)
Dividends attributable to Class A preferred sharesDividends attributable to Class A preferred shares977 — — (977)— — — — 
Common shares repurchasedCommon shares repurchased— — — (542)— — — (542)
Share-based compensationShare-based compensation— — 1,974 — (1,013)— 961 
Balance, June 30, 2022Balance, June 30, 2022$62,918 $ $1,584,416 $(903,492)$(9,063)$(373,841)$2,582 $363,520 
 Preferred
Shares
Common
Shares (in
thousands)(1)
Balance, December 31, 20209,042 14,215 
Share-based compensation101 
Balance, June 30, 20219,042 14,316 
 Preferred
Shares
Common
Shares (in
thousands)
Balance, December 31, 20219,042 14,111 
Share-based compensation— 100 
Common shares repurchased— (23)
Balance, June 30, 20229,042 14,188 

(1)Reflects our 1-for-12 reverse share split that became effective November 19, 2020. See Note 1 - Description of Business and Basis of Presentation to the notes to the unaudited consolidated financial statements included in Item 1 of this quarterly report for further discussion.
The accompanying notes are an integral part of these financial statements.
7


CIVEO CORPORATION
 
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
 
Six Months Ended
June 30,
Six Months Ended
June 30,
20212020 20222021
Cash flows from operating activities:Cash flows from operating activities:  Cash flows from operating activities:  
Net loss$(9,415)$(138,983)
Adjustments to reconcile net loss to net cash provided by operating activities:
Net income (loss)Net income (loss)$12,138 $(9,415)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortizationDepreciation and amortization42,646 47,707 Depreciation and amortization43,210 42,646 
Impairment chargesImpairment charges7,935 144,120 Impairment charges— 7,935 
Deferred income tax expense (benefit)416 (8,941)
Deferred income tax expenseDeferred income tax expense3,256 416 
Non-cash compensation chargeNon-cash compensation charge1,898 3,539 Non-cash compensation charge1,974 1,898 
Gains on disposals of assetsGains on disposals of assets(1,941)(1,819)Gains on disposals of assets(1,895)(1,941)
Provision for credit losses, net of recoveries147 25 
Provision (benefit) for credit losses, net of recoveriesProvision (benefit) for credit losses, net of recoveries(24)147 
Other, netOther, net1,483 (3,240)Other, net1,544 1,483 
Changes in operating assets and liabilities:Changes in operating assets and liabilities:Changes in operating assets and liabilities:
Accounts receivableAccounts receivable(24,617)10,231 Accounts receivable(23,119)(24,617)
InventoriesInventories(830)(1,895)Inventories(1,180)(830)
Accounts payable and accrued liabilitiesAccounts payable and accrued liabilities(563)(4,583)Accounts payable and accrued liabilities(6,713)(563)
Taxes payableTaxes payable21 251 Taxes payable(99)21 
Other current and noncurrent assets and liabilities, netOther current and noncurrent assets and liabilities, net12,170 (1,094)Other current and noncurrent assets and liabilities, net(5,461)12,170 
Net cash flows provided by operating activitiesNet cash flows provided by operating activities29,350 45,318 Net cash flows provided by operating activities23,631 29,350 
Cash flows from investing activities:Cash flows from investing activities:Cash flows from investing activities:
Capital expendituresCapital expenditures(6,530)(3,847)Capital expenditures(8,647)(6,530)
Proceeds from disposition of property, plant and equipmentProceeds from disposition of property, plant and equipment7,012 1,897 Proceeds from disposition of property, plant and equipment3,302 7,012 
Other, netOther, net4,619 Other, net190 — 
Net cash flows provided by investing activities482 2,669 
Net cash flows provided by (used in) investing activitiesNet cash flows provided by (used in) investing activities(5,155)482 
Cash flows from financing activities:Cash flows from financing activities:Cash flows from financing activities:
Revolving credit borrowingsRevolving credit borrowings117,976 122,320 Revolving credit borrowings155,712 117,976 
Revolving credit repaymentsRevolving credit repayments(130,080)(147,950)Revolving credit repayments(158,288)(130,080)
Term loan repaymentsTerm loan repayments(17,874)(16,551)Term loan repayments(15,763)(17,874)
Repurchases of common sharesRepurchases of common shares(542)— 
Taxes paid on vested sharesTaxes paid on vested shares(1,120)(1,458)Taxes paid on vested shares(1,013)(1,120)
Net cash flows used in financing activitiesNet cash flows used in financing activities(31,098)(43,639)Net cash flows used in financing activities(19,894)(31,098)
Effect of exchange rate changes on cashEffect of exchange rate changes on cash(475)(368)Effect of exchange rate changes on cash(82)(475)
Net change in cash and cash equivalentsNet change in cash and cash equivalents(1,741)3,980 Net change in cash and cash equivalents(1,500)(1,741)
Cash and cash equivalents, beginning of periodCash and cash equivalents, beginning of period6,155 3,331 Cash and cash equivalents, beginning of period6,282 6,155 
Cash and cash equivalents, end of periodCash and cash equivalents, end of period$4,414 $7,311 Cash and cash equivalents, end of period$4,782 $4,414 
Non-cash financing activities:Non-cash financing activities:Non-cash financing activities:
Preferred dividends paid-in-kindPreferred dividends paid-in-kind$958 $939 Preferred dividends paid-in-kind$977 $958 
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 the natural resources industry in Canada, Australia and the U.S. We provide aOur full suite of hospitality services for our guests includingincludes 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 accommodation facilities, such as laundry, facility management and maintenance, water and wastewater treatment, power generation, communication systems, security and logistics. We also offer development activities for workforce accommodation facilities, including site selection, permitting, engineering and design, manufacturing management and site construction, along with providing hospitality services once the facility is constructed. We 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 3 principal reportable business segments – Canada, Australia and the U.S.

Reverse Share Split

On November 19, 2020, we effected a reverse share split where each twelve issued and outstanding common shares were
converted into one common share. Our common shares began trading on a reverse share split adjusted basis on November 19, 2020. A total of 14,215,169 common shares were issued and outstanding immediately after the reverse share split. No fractional shares were outstanding following the reverse share split. In lieu of any fractional share, the aggregate number of common shares that a holder was entitled to was, if the fraction was less than half a common share, rounded down to the next closest whole number of common shares, and if the fraction was at least half of a common share, rounded up to one whole common share.

The reverse share split did not affect the number of authorized or issued and outstanding shares of our preferred shares. As a result of the reverse share split, the conversion price for the Company’s outstanding Class A Series 1 preferred shares (Series A preferred shares) was automatically increased to $39.60 for each Series A preferred share (previously it was $3.30 per Series A preferred share).

All authorized, issued and outstanding shares and per share amounts contained in the accompanying consolidated financial statements have been adjusted to reflect this reverse share split for all prior periods presented.
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 U.S. dollars.
 
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 Generally Accepted Accounting Principles (GAAP) has been condensed or omitted pursuant to those rules and regulations. The unaudited 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.
 
9

CIVEO CORPORATION
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
(continued)
The financial statements included in this report should be read in conjunction with our audited financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2020.2021.

9
2.RECENT ACCOUNTING PRONOUNCEMENTS

CIVEO CORPORATION
 
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the FASB), which are adopted by us as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards or other guidance updates, which are not yet effective, will not have a material impact on our consolidated financial statements upon adoption. NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
(Continued)

In December 2019, the FASB issued Accounting Standards Update (ASU) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in ASU 2019-12 remove certain exceptions to the general principles in Accounting Standards Codification Topic 740. The amendments also clarify and amend existing guidance to improve consistent application. The amendments are effective for financial statements issued for reporting periods beginning after December 15, 2020 and interim periods within the reporting periods. The transition method (retrospective, modified retrospective or prospective basis) related to the amendments depends on the applicable guidance, and all amendments for which there is no transition guidance specified are to be applied on a prospective basis. We adopted ASU 2019-12 on January 1, 2021 and have applied the prospective basis. The adoption of this new standard did not have an impact on our consolidated financial statements.

3.2.REVENUE
 
The following table disaggregates our revenue by our 3 reportable segments: Canada, Australia and the U.S., and major categories for the periods indicated (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
Three Months Ended
June 30,
Six Months Ended
June 30,
2021202020212020 2022202120222021
CanadaCanada    Canada    
Accommodation revenuesAccommodation revenues$69,759 $40,204 $116,289 $106,270 Accommodation revenues$79,431 $69,759 $146,625 $116,289 
Mobile facility rental revenuesMobile facility rental revenues8,666 6,072 19,165 8,580 Mobile facility rental revenues24,058 8,666 48,076 19,165 
Food service and other services revenuesFood service and other services revenues4,856 6,710 9,712 17,484 Food service and other services revenues5,534 4,856 10,274 9,712 
Total Canada revenuesTotal Canada revenues83,281 52,986 145,166 132,334 Total Canada revenues109,023 83,281 204,975 145,166 
AustraliaAustraliaAustralia
Accommodation revenuesAccommodation revenues$37,780 $34,933 $71,455 $67,518 Accommodation revenues$39,052 $37,780 $76,651 $71,455 
Food service and other services revenuesFood service and other services revenues26,239 22,138 52,201 38,666 Food service and other services revenues28,768 26,239 54,698 52,201 
Total Australia revenuesTotal Australia revenues64,019 57,071 123,656 106,184 Total Australia revenues67,820 64,019 131,349 123,656 
U.S.U.S.U.S.
Accommodation revenuesAccommodation revenues$1,605 $242 $2,377 $1,498 Accommodation revenues$791 $1,605 $1,254 $2,377 
Mobile facility rental revenuesMobile facility rental revenues3,761 3,870 6,828 10,057 Mobile facility rental revenues7,051 3,761 12,317 6,828 
Manufacturing revenuesManufacturing revenues1,499 524 1,562 3,387 Manufacturing revenues254 1,499 699 1,562 
Food service and other services revenuesFood service and other services revenues11 17 34 Food service and other services revenues15 11 38 17 
Total U.S. revenuesTotal U.S. revenues6,876 4,645 10,784 14,976 Total U.S. revenues8,111 6,876 14,308 10,784 
Total revenuesTotal revenues$154,176 $114,702 $279,606 $253,494 Total revenues$184,954 $154,176 $350,632 $279,606 
 
Our payment terms vary by the type and location of our customer and the products or services offered. The termtime 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, unless otherwise agreed to.days. We do not have significant financing components or significant payment terms.

As of June 30, 2021,2022, 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):
10

CIVEO CORPORATION
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
(Continued)

 For the years ending December 31,
 202120222023ThereafterTotal
Revenue expected to be recognized as of June 30, 2021$53,065 $81,244 $14,253 $2,008 $150,570 
 For the years ending December 31,
 202220232024ThereafterTotal
Revenue expected to be recognized as of June 30, 2022$75,076 $47,206 $12,605 $9,964 $144,851 

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.

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 June 30, 2021 and December 31, 2020, 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.
During the first quarter of 2020, we recorded goodwill impairment charges related to one of our reporting units. Our estimates of fair value required us to use significant unobservable inputs, representative of Level 3 fair value measurements, including numerous assumptions with respect to future circumstances that might directly impact each of the relevant asset groups’ operations in the future and are therefore uncertain. These assumptions with respect to future circumstances included future cash flows, oil, met coal and natural gas prices, anticipated spending by our customers, the cost of capital, and industry and/or local market conditions. We estimated the fair value when conducting the goodwill impairment test primarily using an income approach. The discount rates used to value our reporting units for the goodwill impairment test ranged between 10.5% and 14.0%.

During the second quarter of 2021 and the first quarter of 2020, we wrote down certain long-lived assets to fair value. During the first quarter of 2020, we estimated the fair value when conducting the long-lived asset impairment tests primarily using an income approach. We used a variety of unobservable inputs and underlying assumptions consistent with those discussed above for purposes of our goodwill impairment test. The discount rates used to value our Canadian and U.S. segments long-lived asset impairment analysis ranged between 11.0% and 14.0%. During the second quarter of 2021, our estimate of the fair value of undeveloped land positions in Australia that were impaired was based on appraisals from third parties.

See Note 6 – Impairment Charges for further information.

5.DETAILS OF SELECTED BALANCE SHEET ACCOUNTS
Additional information regarding selected balance sheet accounts at June 30, 2021 and December 31, 2020 is presented below (in thousands):
 June 30, 2021December 31, 2020
Accounts receivable, net:  
Trade$82,844 $66,071 
Unbilled revenue31,716 22,565 
Other1,421 
Total accounts receivable114,567 90,057 
Allowance for credit losses(380)(275)
Total accounts receivable, net$114,187 $89,782 

11

CIVEO CORPORATION
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
(Continued)

As of December 31, 2020, Other accounts receivable included $1.1 million related to the Canada Emergency Wage Subsidy (CEWS), a subsidy implemented by the Canadian government in response to the COVID-19 pandemic. For the three months ended June 30, 2021 and 2020, Other income related to the CEWS was $0.7 million and $6.2 million, respectively. For the six months ended June 30, 2021 and 2020, Other income related to the CEWS was $3.5 million and $6.2 million, respectively.
 June 30, 2021December 31, 2020
Inventories:  
Finished goods and purchased products$5,330 $5,047 
Work in process337 45 
Raw materials1,291 1,089 
Total inventories$6,958 $6,181 

 Estimated
Useful Life
(in years)
June 30, 2021December 31, 2020
Property, plant and equipment, net:     
Land   $40,723 $47,751 
Accommodations assets3151,718,621 1,737,620 
Buildings and leasehold improvements72028,471 28,831 
Machinery and equipment41513,541 12,784 
Office furniture and equipment3763,556 61,850 
Vehicles3514,467 15,363 
Construction in progress   6,443 5,523 
Total property, plant and equipment   1,885,822 1,909,722 
Accumulated depreciation   (1,443,003)(1,422,792)
Total property, plant and equipment, net   $442,819 $486,930 

 As of December 31, 2020, assets held for sale included $3.9 million related to our modular construction and manufacturing plant near Edmonton, Alberta, Canada. During the first quarter 2021, the manufacturing facility was sold. As of June 30, 2021, assets held for sale included $2.2 million related to various non-operational land holdings in Australia.

 June 30, 2021December 31, 2020
Accrued liabilities:  
Accrued compensation$18,898 $22,475 
Accrued taxes, other than income taxes3,534 3,099 
Other1,551 1,775 
Total accrued liabilities$23,983 $27,349 
6.3.IMPAIRMENT CHARGES  
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. As of June 30, 2021, we concluded certain of the undeveloped land positions met the criteria to be classified as held for sale.
Quarter ended March 31, 2020. During the first quarter of 2020, we recorded impairment expense related to goodwill and long-lived assets.
The spread
4.FAIR VALUE MEASUREMENTS
Our financial instruments consist of cash and cash equivalents, receivables, payables and debt instruments. We believe that the COVID-19 coronavirus (COVID-19) andcarrying values of these instruments on the response thereto during the first quarter of 2020 negatively impacted the global economy. The resulting unprecedented decline in oil demand, coupled with disagreements between Saudi Arabia and Russia about production limits, resulted in a collapse of global oil prices in March 2020, thereby creating unprecedented downward pressure on stock prices in the energy industry, particularly small-cap companies withaccompanying consolidated balance sheets approximate their fair values.
1210

CIVEO CORPORATION
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
(Continued)
operations in the U.S.
As of June 30, 2022 and Canada, such as Civeo. As a result,December 31, 2021, we experienced a sustained reduction of our share price during the first quarter of 2020. Our market capitalization implied an enterprise value which was significantly less than the sum of the estimated fair values of our reporting units, and we determined that an indicator of a goodwill impairment was present as of March 31, 2020. Accordingly, we performed an interim goodwill impairment test as of March 31, 2020, and the carrying amount of our Canadian reporting unit exceeded the reporting unit's fair value. Based on the results of the impairment test, we reduced the value of our goodwill in our Canadian reporting unit to 0 and recognized impairment expense in the first quarter of 2020 of $93.6 million.
Furthermore, as a result of the decline in global oil prices and forecasts for a potentially protracted period of lower prices, as well as the goodwill impairment in our Canadian segment, we determined all asset groups within this segment had experienced a trigger that indicated that the carrying values might not be recoverable. Accordingly, we assessedbelieve the carrying value of each asset group to determine if it continued to be recoverable based onour 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 future cash flows. Based on the assessment, the carrying valuesfair value of certain asset groups were determined to not be fully recoverable,our floating-rate term loan and we proceeded to comparerevolving 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 these asset groups to their respective carrying values. As a result, certain asset groups were writtenour assets held for sale is based upon Level 2 fair value measurements, which include appraisals and previous negotiations with third parties.

During the second quarter of 2021, we wrote down to their estimated fair values of $43.5 million and we recorded impairment expense of $38.1 million related to certain long-lived assets in our Canadian segment.
Also, as a resultto fair value. Our estimate of the declinefair value of undeveloped land positions in global oil pricesAustralia that were impaired was based on appraisals from third parties.

See Note 3 – Impairment Charges for further information.

5.DETAILS OF SELECTED BALANCE SHEET ACCOUNTS
Additional information regarding selected balance sheet accounts at June 30, 2022 and forecastsDecember 31, 2021 is presented below (in thousands):
 June 30, 2022December 31, 2021
Accounts receivable, net:  
Trade$80,295 $75,740 
Unbilled revenue53,455 38,508 
Other1,415 972 
Total accounts receivable135,165 115,220 
Allowance for credit losses(320)(361)
Total accounts receivable, net$134,845 $114,859 

 June 30, 2022December 31, 2021
Inventories:  
Finished goods and purchased products$5,611 $5,346 
Work in process365 25 
Raw materials1,406 1,097 
Total inventories$7,382 $6,468 

 Estimated
Useful Life
(in years)
June 30, 2022December 31, 2021
Property, plant and equipment, net:     
Land   $28,664 $30,556 
Accommodations assets3151,592,357 1,657,577 
Buildings and leasehold improvements72023,307 24,335 
Machinery and equipment41514,804 14,983 
Office furniture and equipment3763,407 63,228 
Vehicles3514,605 14,578 
Construction in progress   5,671 2,063 
Total property, plant and equipment   1,742,815 1,807,320 
Accumulated depreciation   (1,393,721)(1,417,324)
Total property, plant and equipment, net   $349,094 $389,996 

11

CIVEO CORPORATION
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
(Continued)
 June 30, 2022December 31, 2021
Accrued liabilities:  
Accrued compensation$23,345 $28,877 
Accrued taxes, other than income taxes2,998 2,944 
Other1,946 1,743 
Total accrued liabilities$28,289 $33,564 

6.ASSETS HELD FOR SALE

As of June 30, 2022, assets held for a potentially protracted period of lower prices, we reviewed all asset groupssale included certain assets in our U.S. business segment, to determine if an indicator of impairment had occurred that would indicate that the carrying values of the asset groupsundeveloped land holding and a village in our Australia business segment and an unused corporate office space acquired in the segment might not be recoverable. We determined thatNoralta acquisition in our Canada business segment. As of December 31, 2021, assets held for sale included certain asset groups within the segment had experienced an indicator of impairment, and thus we assessed the carrying values of our long-lived assets in the U.S. to determine if they continued to be recoverable based on estimated future cash flows. Based on the assessment, the carrying values of certain of our U.S. asset groupsbusiness segment and undeveloped land holdings in our Australia business segment. These assets were determined to not be recoverable, and we proceeded to comparerecorded at the estimated fair valuesvalue less costs to sell, which exceeded their carry values.
The following table summarizes the carrying amount as of June 30, 2022 and December 31, 2021 of the asset groups to their respective carrying values. Accordingly, these assets were written down to their estimated fair values of $12.5 million. We recorded impairment expense of $12.4 million during the first quarter of 2020 related to our U.S. segment.classified as held for sale (in thousands):
June 30, 2022December 31, 2021
Assets held for sale:  
Property, plant and equipment, net$11,430 $11,762 
Total assets held for sale$11,430 $11,762 

7.EARNINGS PER SHARE
As previously disclosed in Note 1 - Description of Business and Basis of Presentation, a 1-for-12 reverse share split became effective on November 19, 2020 for all authorized, issued and outstanding shares of Civeo common shares. Accordingly, all share and per share amounts have been adjusted to reflect this reverse stock split for all prior periods presented.

We calculate basic and diluted earnings per share by applying the two-class method because we have participating securities in the form of Class A preferred shares. Participating securities are allocated a proportional share of net income determined by dividing total weighted average participating securities by the sum of total weighted average common shares and participating securities. In calculating diluted earnings per share, we utilize the most dilutive result of the two class method and if-converted methods. We also apply the treasury stock method with respect to certain share-based awards in the calculation of diluted earnings per share, if dilutive.
1312

CIVEO CORPORATION
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
(Continued)

The calculation of earnings per share attributable to Civeo common shareholders is presented below for the periods indicated (in thousands, except per share amounts):
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended June 30,Six Months Ended June 30,
2021202020212020 2022202120222021
Numerator:Numerator:Numerator:
Net (loss) income attributable to Civeo common shareholders$(467)$6,136 $(10,429)$(140,402)
Net income (loss) attributable to Civeo common shareholdersNet income (loss) attributable to Civeo common shareholders$9,078 $(467)$10,001 $(10,429)
Less: income allocated to participating securitiesLess: income allocated to participating securities(886)Less: income allocated to participating securities(1,356)— (1,497)— 
Basic net income (loss) attributable to Civeo Corporation common shareholdersBasic net income (loss) attributable to Civeo Corporation common shareholders$(467)$5,250 $(10,429)$(140,402)Basic net income (loss) attributable to Civeo Corporation common shareholders$7,722 $(467)$8,504 $(10,429)
Add: undistributed income attributable to participating securitiesAdd: undistributed income attributable to participating securities886 Add: undistributed income attributable to participating securities1,356 — 1,497 — 
Less: undistributed income reallocated to participating securitiesLess: undistributed income reallocated to participating securities(885)Less: undistributed income reallocated to participating securities(1,346)— (1,483)— 
Diluted net income (loss) attributable to Civeo Corporation common shareholdersDiluted net income (loss) attributable to Civeo Corporation common shareholders$(467)$5,251 $(10,429)$(140,402)Diluted net income (loss) attributable to Civeo Corporation common shareholders$7,732 $(467)$8,518 $(10,429)
Denominator:Denominator:Denominator:
Weighted average shares outstanding - basicWeighted average shares outstanding - basic14,278 14,151 14,244 14,097 Weighted average shares outstanding - basic14,148 14,278 14,122 14,244 
Dilutive shares - share-based awardsDilutive shares - share-based awards15 Dilutive shares - share-based awards127 — 149 — 
Weighted average shares outstanding - dilutedWeighted average shares outstanding - diluted14,278 14,166 14,244 14,097 Weighted average shares outstanding - diluted14,275 14,278 14,271 14,244 
Basic net loss per share attributable to Civeo Corporation common shareholders (1)
$(0.03)$0.37 $(0.73)$(9.96)
Basic net income (loss) per share attributable to Civeo Corporation common shareholders (1)
Basic net income (loss) per share attributable to Civeo Corporation common shareholders (1)
$0.55 $(0.03)$0.60 $(0.73)
Diluted net loss per share attributable to Civeo Corporation common shareholders (1)
$(0.03)$0.37 $(0.73)$(9.96)
Diluted net income (loss) per share attributable to Civeo Corporation common shareholders (1)
Diluted net income (loss) per share attributable to Civeo Corporation common shareholders (1)
$0.54 $(0.03)$0.60 $(0.73)
 
(1)Computations may reflect rounding adjustments.

For the three and six months ended June 30, 2020,2022, we excluded 0.3a portion of our share-based awards, which totaled less than 0.1 million share-based awardsshares, from the computation of diluted earnings per share because their effect was anti-dilutive. When an entity has a net loss from continuing operations, it is prohibited from including potential common shares in the computation of diluted per share amounts. ForAs a result of the net loss for the three months ended June 30, 2021 and the six months ended June 30, 2021, and 2020, we excluded from the computation of diluted loss per share 0.1 million and 0.2 million and 0.4 million share-basedshare based awards, respectively, since the effect would have been anti-dilutive. Additionally, for the three and six months ended June 30, 20212022 and 2020, we excluded from the computation2021, the impact of converting the Preferred Shares into 2.42.5 million and 2.4 million common shares, respectively, sinceusing the effectif-converted method would have been anti-dilutive.



1413

CIVEO CORPORATION
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
(Continued)
8.DEBT
 
As of June 30, 20212022 and December 31, 2020,2021, long-term debt consisted of the following (in thousands):
 
June 30, 2021December 31, 2020 June 30, 2022December 31, 2021
Canadian term loan, which matures on May 30, 2023; C$11.2 million principal repayable per quarter; weighted average interest rate of 4.0% for the six month period ended June 30, 2021$174,636 $187,530 
Canadian term loan; weighted average interest rate of 4.1% for the six month period ended June 30, 2022Canadian term loan; weighted average interest rate of 4.1% for the six month period ended June 30, 2022$46,560 $63,104 
U.S. revolving credit facility, which matures on May 30, 2023; weighted average interest rate of 5.8% for the six month period ended June 30, 2021
U.S. revolving credit facility; weighted average interest rate of 5.7% for the six month period ended June 30, 2022U.S. revolving credit facility; weighted average interest rate of 5.7% for the six month period ended June 30, 2022— — 
Canadian revolving credit facility, which matures on May 30, 2023; weighted average interest rate of 4.5% for the six month period ended June 30, 202144,697 45,789 
Canadian revolving credit facility; weighted average interest rate of 4.4% for the six month period ended June 30, 2022Canadian revolving credit facility; weighted average interest rate of 4.4% for the six month period ended June 30, 202293,586 111,300 
Australian revolving credit facility, which matures on May 30, 2023; weighted average interest rate of 3.6% for the six month period ended June 30, 20217,500 17,767 
Australian revolving credit facility; weighted average interest rate of 3.3% for the six month period ended June 30, 2022Australian revolving credit facility; weighted average interest rate of 3.3% for the six month period ended June 30, 202214,492 726 
226,833 251,086  154,638 175,130 
Less: Unamortized debt issuance costsLess: Unamortized debt issuance costs2,012 2,501 Less: Unamortized debt issuance costs1,740 1,952 
Total debtTotal debt224,821 248,585 Total debt152,898 173,178 
Less: Current portion of long-term debt, including unamortized debt issuance costs, netLess: Current portion of long-term debt, including unamortized debt issuance costs, net35,593 34,585 Less: Current portion of long-term debt, including unamortized debt issuance costs, net29,880 30,576 
Long-term debt, less current maturitiesLong-term debt, less current maturities$189,228 $214,000 Long-term debt, less current maturities$123,018 $142,602 
 
Credit Agreement

As of June 30, 2021,2022, our Credit Agreement (as then amended to date, the Credit Agreement) provided for: (i) a $167.3$200.0 million revolving credit facility scheduled to mature on May 30, 2023,September 8, 2025, allocated as follows: (A) a $10.0 million senior secured revolving credit facility in favor of certainone of our U.S. subsidiaries, as borrowers;borrower; (B) a $122.3$155.0 million senior secured revolving credit facility in favor of Civeo, and certain of our Canadian subsidiaries, as borrowers;borrower; and (C) a $35.0 million senior secured revolving credit facility in favor of one of our Australian subsidiaries, as borrower; and (ii) a $194.8C$100.0 million term loan facility scheduled to maturebe fully repaid on May 30,December 31, 2023 for certain lenders in favor of Civeo.
U.S. dollar amounts outstanding under the facilities provided by the Credit Agreement bear interest at a variable rate equal to the London Inter-Bank Offered Rate (LIBOR) plus a margin of 3.50%3.00% to 4.50%4.00%, or a base rate plus 2.50%2.00% to 3.50%3.00%, in each case based on a ratio of our total net debt to consolidatedConsolidated 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 3.50%3.00% to 4.50%4.00%, or a Canadian Prime rate plus a margin of 2.50%2.00% to 3.50%3.00%, in each case based on a ratio of our total debt to consolidatedConsolidated 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 3.50%3.00% to 4.50%4.00%, based on a ratio of our total net debt to consolidatedConsolidated EBITDA. The future transitions from LIBOR and CDOR as interest rate benchmarks are addressed in the Credit Agreement and at such time the transition from (i) LIBOR takes place, an alternate benchmark will be established based on the first alternative of the following, plus a benchmark replacement adjustment, Term Secured Overnight Financing Rate (SOFR), Daily Simple SOFR and an alternative benchmark selected by the administrative agent and the applicable borrowers giving due consideration to any selection or recommendation by a government body or any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time or (ii) CDOR takes place, we will endeavor with the administrative agent to establish an alternate rate of interest to LIBOR or CDOR that gives due consideration to (1) the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time for the replacement of LIBOR and (2) any evolving or then existing convention for similar Canadian Dollar denominated syndicated credit facilities for the replacement of CDOR.
The 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) acquisitions of margin stock; (iv) specified acquisitions; (v) certain restrictive agreements; (vi) transactions with affiliates; and (vii) investments and other restricted payments, including dividends and other distributions. In addition, we must maintain ana minimum interest coverage ratio, defined as the ratio of consolidatedConsolidated EBITDA to consolidated interest expense, of at least 3.00 to 1.00 and our maximum net leverage ratio, defined as
14

CIVEO CORPORATION
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
(Continued)
the ratio of total net debt to consolidatedConsolidated EBITDA, of no greater than 3.503.00 to 1.00. Following a qualified offering of indebtedness, with gross proceeds in excess of $150.0 million, we will be required to maintain a maximum leverage ratio of no greater than 4.003.50 to 1.00 and a maximum senior secured ratio less than 2.502.00 to 1.00. Each of the factors considered in the calculations of these ratios are defined in the Credit Agreement. EBITDA and consolidated interest, as defined, exclude goodwill and asset impairments, debt
15

CIVEO CORPORATION
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
(Continued)
discount amortization, amortization of intangibles and other non-cash charges. We were in compliance with our covenants as of June 30, 2021.2022.
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 June 30, 2021,2022, we had 87 lenders that were parties to the Credit Agreement, with total commitments (including both revolving commitments and term commitments) ranging from $22.4$22.5 million to $71.1$52.0 million. As of June 30, 2021,2022, we had outstanding letters of credit of $0.9$0.3 million under the U.S. facility, 0zero under the Australian facility and $2.1$1.1 million under the Canadian facility.
As of June 30, 2021, weWe also had 1 bank guarantee facility totaling A$1.0 million. We hadoutstanding bank guarantees of A$0.8 million outstanding under the facility as of June 30, 2021.Australian facility.
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 three3 jurisdictions, Canada, Australia and the U.S., where statutory tax rates range from 21%15% to 30%. Our effective tax rate will vary from period to period based on changes in earnings mix between these different jurisdictions. 
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 June 30, 20212022 and 2020,2021, 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 benefitexpense for the three months ended June 30, 20212022 totaled $1.8 million, or 15.1% of pretax income, compared to income tax benefit of $0.5 million, or 102.1% of pretax loss, compared to tax expense of $0.1 million, or 1.8% of pretax income, for the three months ended June 30, 2020.2021. Our effective tax rate for both the three months ended June 30, 20212022 and June 30, 20202021 was impacted by considering Canada and the U.S. loss jurisdictions that were removed from the annual effective tax rate computation for purposes of computing the interim tax provision. Under ASCAdditionally, under Accounting Standards Codification 740-270, "Accounting“Accounting for Income Taxes," the quarterly tax provision is based on our current estimate of the annual effective tax rate less the prior quarter's year-to-datequarter’s year to date provision.

Our income tax expense for the six months ended June 30, 20212022 totaled $3.4 million, or 21.8% of pretax income, compared to income tax expense of $0.6 million, or (6.6)% of pretax loss, compared to a benefit of $8.7 million, or 5.9% of pretax loss, for the six months ended June 30, 2020.2021. Our effective tax rate for the six months ended June 30, 20212022 and June 30, 20202021 was impacted by considering Canada and the U.S. loss jurisdictions. Although Australia was not considered a loss jurisdiction for the six months ended June 30, 2020, our effective tax rate was impacted by utilization of deferred tax assets and a release of the corresponding valuation allowance in Australia, resulting in no income tax expense for that jurisdiction. Additionally, our effective tax rate for the six months ended June 30, 2020 was impacted by a deferred tax benefit of $9.6 million offset by an increase of $0.7 million in the valuation allowance in Canada.

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 increased $3.2$12.0 million from $349.0$361.9 million at December 31, 20202021 to $352.2$373.8 million at June 30, 2021,2022, as a result of foreign currency exchange rate fluctuations. Changes in other comprehensive loss during the first six months of 20212022 were primarily driven by the Australian dollar decreasing in value compared to the U.S. dollar, partially offset by theand Canadian dollar increasingdecreasing in value compared to the U.S. dollar. Excluding intercompany balances, our Canadian dollar and Australian dollar functional currency net assets totaled approximately C$166238 million and A$280225 million, respectively, at June 30, 2021.2022. 

16
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CIVEO CORPORATION
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
(Continued)
12.SHARE REPURCHASE PROGRAM
In August 2021, our Board of Directors (Board) authorized a common share repurchase program to repurchase up to 5.0% of our total common shares which are issued and outstanding, or approximately 715,000 common shares, over a twelve month period. The common share repurchase program commenced in September 2021 and will terminate no later than twelve months from date of commencement. 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 intend to fund repurchases through cash on hand and cash generated from operations. Pursuant to our common share repurchase program, during the six months ended June 30, 2022, we repurchased an aggregate of 22,911 of our common shares outstanding at a weighted average price of $23.65 per share, for a total of approximately $0.5 million. We have repurchased an aggregate of 240,090 of our common shares outstanding at a weighted average price of $21.59 per share for a total cost of $5.2 million since inception of the common share repurchase program. The common shares repurchased under the program 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.

12.13.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 of Directors and the Compensation Committee of our Board of Directors to approve grants of options, awards of restricted shares, performance awards, phantom share awards and dividend equivalents, awards of deferred shares, and share payments to our employees and non-employee directors. No more than 2.4 million Civeo common shares are authorized to be issued under the Civeo Plan.
 
Outstanding Awards
 
Restricted Share Awards / Restricted Share Units / Deferred Share Awards. On May 19, 2021,18, 2022, we granted 45,76239,032 restricted share awards to our non-employee directors, which vest in their entirety on May 19, 2022.17, 2023.

Compensation expense associated with restricted share awards, restricted share units and deferred share awards recognized in the three months ended June 30, 20212022 and 20202021 totaled $0.3 million and $0.8$0.3 million, respectively. Compensation expense associated with restricted share awards, restricted share units and deferred share awards recognized in the six months ended June 30, 2022 and 2021 and 2020 totaled $0.8$0.7 million and $2.0$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 June 30, 2022 and 2021 was $1.5 million and 2020 was 0, and $0.2 million, respectively. The total fair value of restricted share awards, restricted share units and deferred share awards that vested during the six months ended June 30, 2022 and 2021 and 2020 was $1.5$2.1 million and $2.6$1.5 million, respectively.
 
At June 30, 2021,2022, unrecognized compensation cost related to restricted share awards, restricted share units and deferred share awards was $1.2$0.9 million, which is expected to be recognized over a weighted average period of 0.80.9 years.
 
Phantom Share Awards. On February 22, 2021,25, 2022, we granted 270,079255,034 phantom share awards under the Civeo Plan, which vest in three equal annual installments beginning on February 22, 2022.25, 2023. We also granted 81,77477,574 phantom share awards under the Canadian Long-Term Incentive Plan, which vest in three equal annual installments beginning on February 22, 2022.25, 2023. Phantom share awards are settled in cash upon vesting.

During the three months ended June 30, 20212022 and 2020,2021, we recognized compensation expense associated with phantom shares totaling $1.4$2.5 million and $0.4$1.4 million, respectively. During the six months ended June 30, 20212022 and 2020,2021, we recognized compensation expense associated with phantom shares totaling $2.9$4.9 million and $0.7$2.9 million, respectively. At June 30, 2021,2022, unrecognized compensation cost related to phantom shares was $9.6$14.5 million, as remeasured at June 30, 2021,2022, which is expected to be recognized over a weighted average period of 2.22.0 years.
 
Performance Awards. On February 22, 2021,25, 2022, we granted 129,754122,555 performance awards under the Civeo Plan, which cliff vest in three years on February 22, 2024.25, 2025 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 equally on (1)(i) the payout percentage associated with Civeo’s relative total shareholder return rank among a peer group that includes 17 other companies
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CIVEO CORPORATION
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
(Continued)

and (2)(ii) the payout percentage associated with Civeo's cumulative freeoperating cash flow over the performance period relative to a preset target. The portion of the performance awards tied to cumulative freeoperating cash flow includes a performance-based vesting requirement. The fair value of these awards is based on the closing market price of our common shares on the date of grant. We evaluate the probability of achieving the performance criteria throughout the performance period and will adjust share-based compensation expense based on the number of shares expected to vest based on our estimate of the most probable performance outcome. The ultimate payout of the cumulative free cash flow component of the award can vary from 0% to 60% based on actual results.

During the three months ended June 30, 20212022 and 2020,2021, we recognized compensation expense associated with performance awards totaling $0.6$0.7 million and $0.6 million, respectively. During the six months ended June 30, 20212022 and 2020,2021, we recognized compensation expense associated with performance awards totaling $1.3 million and $1.1 million, and $1.5 million, respectively. The total fair value ofNo performance share awards that vested during the three months ended June 30, 20212022 and 2020 was 0.2021. The total fair value of performance share awards that vested during the six months ended June 30, 2022 and 2021 and 2020 was $1.9$2.4 million and $1.9 million, respectively. At June 30, 2021,2022, unrecognized compensation cost related to performance shares was $3.9$5.2 million, which is expected to be recognized over a weighted average period of 2.2 years. 



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CIVEO CORPORATION
NOTES TO UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS
(Continued)

13.14.SEGMENT AND RELATED INFORMATION
 
In accordance with current accounting standards regarding disclosures about segments of an enterprise and related information, we have identified the following reportable segments: Canada, Australia and the U.S., which represent our strategic focus on hospitality services and workforce accommodations.
 
Financial information by business segment for each of the three and six months ended June 30, 20212022 and 20202021 is summarized in the following table (in thousands):
 
Total
revenues
Depreciation
and
amortization
Operating
income
(loss)
Capital
expenditures
 
Total assets
Three months ended June 30, 2022Three months ended June 30, 2022     
CanadaCanada$109,023 $14,998 $11,197 $1,847 $753,303 
AustraliaAustralia67,820 7,728 5,452 2,832 204,086 
U.S.U.S.8,111 395 (1,295)376 26,165 
Corporate and eliminationsCorporate and eliminations— (38)(1,112)— (346,157)
TotalTotal$184,954 $23,083 $14,242 $5,055 $637,397 
Total
revenues
Depreciation
and
amortization
Operating
income
(loss)
Capital
expenditures
 
Total assets
Three months ended June 30, 2021Three months ended June 30, 2021     Three months ended June 30, 2021
CanadaCanada$83,281 $12,152 $7,452 $1,143 $763,763 Canada$83,281 $12,152 $7,452 $1,143 $763,763 
AustraliaAustralia64,019 8,512 (2,656)1,147 242,730 Australia64,019 8,512 (2,656)1,147 242,730 
U.S.U.S.6,876 542 (1,109)482 27,793 U.S.6,876 542 (1,109)482 27,793 
Corporate and eliminationsCorporate and eliminations171 (1,558)386 (316,599)Corporate and eliminations— 171 (1,558)386 (316,599)
TotalTotal$154,176 $21,377 $2,129 $3,158 $717,687 Total$154,176 $21,377 $2,129 $3,158 $717,687 
Three months ended June 30, 2020
Six months ended June 30, 2022Six months ended June 30, 2022
CanadaCanada$52,986 $12,177 $(6,719)$231 $662,926 Canada$204,975 $26,595 $15,235 $3,853 $753,303 
AustraliaAustralia57,071 9,733 8,191 748 261,188 Australia131,349 15,685 11,587 4,048 204,086 
U.S.U.S.4,645 195 (2,623)12 30,503 U.S.14,308 777 (2,904)724 26,165 
Corporate and eliminationsCorporate and eliminations100 (690)205 (220,034)Corporate and eliminations— 153 (5,439)22 (346,157)
TotalTotal$114,702 $22,205 $(1,841)$1,196 $734,583 Total$350,632 $43,210 $18,479 $8,647 $637,397 
Six months ended June 30, 2021Six months ended June 30, 2021Six months ended June 30, 2021
CanadaCanada$145,166 $24,239 $(207)$2,323 $763,763 Canada$145,166 $24,239 $(207)$2,323 $763,763 
AustraliaAustralia123,656 16,971 651 2,701 242,730 Australia123,656 16,971 651 2,701 242,730 
United States10,784 1,108 (3,707)851 27,793 
U.S.U.S.10,784 1,108 (3,707)851 27,793 
Corporate and eliminationsCorporate and eliminations328 (4,509)655 (316,599)Corporate and eliminations— 328 (4,509)655 (316,599)
TotalTotal$279,606 $42,646 $(7,772)$6,530 $717,687 Total$279,606 $42,646 $(7,772)$6,530 $717,687 
Six months ended June 30, 2020
Canada$132,334 $26,546 $(143,350)$841 $662,926 
Australia106,184 19,028 14,355 1,211 261,188 
United States14,976 1,778 (16,757)1,384 30,503 
Corporate and eliminations355 (5,158)411 (220,034)
Total$253,494 $47,707 $(150,910)$3,847 $734,583 

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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 impact of COVID-19 and the response thereto and the volatility in the price of and demand for oil,commodities, as well as our expectations about capital expenditures in 20212022 and beliefs with respect to liquidity needs. 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, please refer to “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, 20202021 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 refer to reports published by third parties that purport to describe trends or developments in the energy 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.
 

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
You should read the following discussion and analysis together with our consolidated financial statements and the notes to those statements included elsewhere in this quarterly report on Form 10-Q.
Reverse Share Split
On November 19, 2020, we effected a reverse share split where each twelve issued and outstanding common shares were converted into one common share (Reverse Share Split). Our common shares began trading on a reverse share split adjusted basis on November 19, 2020. All common share and per common share data included in this quarterly report have been retroactively adjusted to reflect the Reverse Share Split.
See Note 1 - Description of Business and Basis of Presentation to the notes to the unaudited consolidated financial statements included in Item 1 of this quarterly report for further discussion.
Overview and Macroeconomic Environment 
We provide hospitality services to the natural resources industry in Canada, Australia and the U.S. Demand for our services can be attributed to two phases of our customers’ projects: (1) the development or construction phase; and (2) the operations or production phase. Historically, initial demand for our hospitality services has been driven by our customers’ capital spending programs related to the construction and development of natural resource projects and associated infrastructure, as well as the exploration for oil and natural gas. Long-term demand for our services has been driven by natural resource production, maintenance and operation of those facilities as well as expansion of those sites. In general, industry capital spending programs are based on the outlook for commodity prices, economic growth, global commodity supply/demand, dynamics and estimates of resource production.production and shareholder expectations. As a result, demand for our hospitality services is largely sensitive to expected commodity prices, principally related to oil, metallurgical (met) coal, liquefied natural gas (LNG) and iron ore. Other factors that can affect our business and financial results include the general global economic environment and regulatory changes in
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Canada, Australia, the U.S. and other markets, including governmental measures introduced to fight climate change or to help slow the spread or mitigate the impact of COVID-19.
Our business is predominantly located in northern Alberta, Canada; British Columbia, Canada; Queensland, Australia; and Western Australia. We derive most of our business from natural resource companies who are developing and producing oil sands, met coal, LNG and iron ore resources and, to a lesser extent, other hydrocarbon and mineral resources. Approximately 67%In the second quarter of 2022, approximately 64% of our revenue iswas generated by our lodges in Canada and our villages in Australia. Where traditional accommodations and infrastructure are insufficient, inaccessible or cost ineffective, our lodge and village facilities provide comprehensive hospitality services similar to those found in an urban hotel. We typically contract our facilities to our customers on a fee-per-person-per- dayfee-per-person-per-day basis that covers lodging and meals and is based on the duration of customer needs,
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which can range from several weeks to several years. The remainder of our revenue is generated by our hospitality services at customer-owned locations in Canada and Australia, mobile assets in Canada and the U.S and our lodges in the U.S.
Generally, our core Canadian oil sands and Australian mining customers make significant, upfront capital investments to develop their prospects, which have estimated reserve lives ranging from ten years to in excess of 30 years. Consequently, these investments are primarily dependent on those customers’ long-term views of commodity demand and prices.
The spread of COVID-19 and the response thereto have negatively impacted the global economy. The actions taken by governments and the private-sector to mitigate the spread of COVID-19 and the risk of infection, including government-imposed or voluntary social distancing and quarantining, reduced travel and remote work policies, have evolved with the introduction of vaccination efforts in 2021, and may continue to evolve as the surfacing of virus variants hashave added a degree of uncertainty to the continuing global impact. Since the COVID-19 pandemic began, we have been impacted by increased staff costs as a result of hospitality labor shortages in Australia. This labor shortage has been exacerbated by significantly reduced foreign labor availability and reduced labor mobility in Australia, which has subsequently led to an increased reliance on more expensive temporary labor resources. We continue to closely monitor the COVID-19 situation and have taken measures to help ensure the health and well-being of our employees, guests and contractors, including screening of individuals that enter our facilities, social distancing practices, enhanced cleaning and sanitization efforts, the suspension of nonessential employee travel and implementation of work-from-home policies, where applicable.
In part due to the impact of COVID-19. Additionally,COVID-19 on the global economy, increasing inflationary pressures are being experienced worldwide. These price increases have, and are expected to continue to have, a negative impact on our labor and food costs, as well as consumable costs such as fuel. The Company is managing inflation risk with negotiated service scope changes and contractual protections.
Global oil prices dropped to historically low levels in March and April 2020 due to severely reduced global oil demand, high global crude inventory levels, uncertainty around timing and slope of worldwide economic recovery after COVID-19 related economic shut-downs and effectiveness of production cuts by major oil producing countries, such as Saudi Arabia, Russia and the U.S. In mid-AprilSince this trough in early 2020, OPEC+ (the combination of historical OPEC members and other significant oil producers, such as Russia) announced production cuts of up to approximately 10 million barrels per day. However,global oil prices remained at depressed levelsincreased later in 2020 and throughout most of 2020, before modest improvement late in the year and into early 2021. As2021 primarily due to improved global oil demand recovered in the second quarter of 2021,and lagging global oil supply did not keep up, resultingdue to oil production discipline from publicly traded oil producers and OPEC+ countries. These supply/demand dynamics have continued in falling inventories2022 and have been exacerbated by the recent conflict between Russia and Ukraine and related sanctions on Russia, which decreased global fossil fuel supply even further. This has led to a significant increase in global oil prices continuing into July 2021.to above $100 per barrel. In July 2021, OPEC+ agreedresponse, several governments including the U.S. government under the Biden administration, have begun to phase out 5.8 million barrels per day ofrelease oil production cuts by September 2022.
We continue to closely monitorfrom the COVID-19 situation and have taken measures to help ensure the health and well-being of our employees, guests and contractors, including screening of individuals that enter our facilities, social distancing practices, enhanced cleaning and deep sanitization, the suspension of nonessential employee travel and implementation of work-from-home policies, where applicable.government controlled strategic reserves.
Alberta, Canada. In Canada, Western Canadian Select (WCS) crude is the benchmark price for our oil sands customers. Pricing for WCS is driven by several factors, including the underlying price for West Texas Intermediate (WTI) crude, the availability of transportation infrastructure (consisting of pipelines and crude by railcar), refinery blending requirements and governmental regulation. Historically, WCS has traded at a discount to WTI, creating a “WCS Differential,” due to transportation costs and capacity restrictions to move Canadian heavy oil production to refineries, primarily along the U.S. Gulf Coast. The WCS Differential has varied depending on the extent of transportation capacity availability.
Certain expansionary oil pipeline projects have the potential to both drive incremental demand for mobile assets and to improve take-away capacity for Canadian oil sands producers over the longer term. While these pipeline projects, includingThe Enbridge Line 3 replacement project was completed at the end of 2021 and the Trans Mountain Pipeline (TMX), have recently received incremental regulatory approvals, it is still not certain if any of the proposed pipeline projects will ultimately be completed. Certain segments of the TMX pipeline have resumedcurrently under construction without conflict at the present time. Recent legal issues with the Canadian government and First Nation groups have been resolved for the time being.continues to progress towards completion. The Canadian federal government acquired the TMX pipeline in 2018, approved the expansion of the project and is currently working through a revised construction timeline to adjust for recent delays related to legal hurdles andchallenges, the COVID-19 pandemic.pandemic, flooding along certain sections of the pipeline corridor and seasonal wildfires. As a result, the TMX pipeline construction has been delayed, and there is a risk that there could be future delays. Recent legal issues between the Canadian government and First Nation groups have been resolved for the time being and construction has resumed.
WCS prices in the second quarter of 20212022 averaged $53.27$92.89 per barrel compared to $19.73an average of $53.27 in the second quarter of 2020.2021. The WCS Differential decreasedincreased from $15.35$14.12 per barrel at the end of the fourth quarter of 20202021 to $13.95$18.16 at the end of the second quarter of 2021. In 2018, the Government of Alberta announced it would mandate temporary curtailments of the province’s oil production. However, monthly production limits were put on hold in December 2020 until further notice, allowing operators to produce freely at their discretion while the government monitors production and inventory levels. Should
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forecasts show storage inventories approaching maximum capacity, the government may reintroduce production limits.2022. As of July 26, 2021,25, 2022, the WTI price was $71.91$99.60 and the WCS price was $58.27,$76.26, resulting in a WCS Differential of $13.64.$23.34.  
Together with the initial spread of COVID-19, the depressed price levels of both WTI and WCS materially impacted 2020 maintenance and production spending and activity by Canadian operators and, therefore, demand for our hospitality services. Customers began increasing production activity in the fourth quarter of 2020, throughout 2021 and into the first half of 2021. Continued2022.
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While oil prices have recently increased to multi-year highs, there is continued uncertainty around commodity price levels, including about the impact of COVID-19, and commodity price volatilityinflationary pressures and regulatory complicationsimplications on such prices, which could cause our Canadian oil sands and pipeline customers to reduce production, delay expansionary and maintenance spending and defer additional investments in their oil sands assets. Additionally, if oil prices do not stabilize, the resulting impact could continue to negatively affect the value of our long-lived assets.
British Columbia, Canada. Our Sitka Lodge supports the LNG Canada project and related pipeline projects (see discussion below). From a macroeconomic standpoint, LNG demand continued to grow despite the spread of COVID-19, pandemic, reinforcing the need for the global LNG industry to expand access to natural gas. Evolving government energy policies around the world have amplified support for cleaner energy supply, creating more opportunities for natural gas and LNG. Accordingly,The conflict between Russia and Ukraine has further highlighted the current view isneed for secure natural gas supply globally, particularly in Europe. Accordingly, additional investment in LNG supply will be needed to meet the resulting expected long-term LNG demand growth.
Currently, Western Canada does not have any operational LNG export facilities. LNG Canada (LNGC), a joint venture among Shell Canada Energy, an affiliate of Royal Dutch Shell plc (40 percent), and affiliates of PETRONAS, through its wholly-owned entity, North Montney LNG Limited Partnership (25 percent), PetroChina (15 percent), Mitsubishi Corporation (15 percent) and Korea Gas Corporation (5 percent), is currently constructing a liquefaction and export facility in Kitimat, British Columbia (Kitimat LNG Facility). British Columbia LNG activity and related pipeline projects are a material driver of activity for our Sitka Lodge, as well as for our mobile assets, which are contracted to serve severaldesignated portions of the related pipeline construction activity. The actual timing of when revenue is realized from the Coastal Gas LinkGasLink (CGL) pipeline and Sitka Lodge contracts could be impacted by any delays in the construction of the Kitimat LNG Facility or the pipeline, such as protest blockades andor COVID-19. Our current expectation is that our contracted commitments associated with the COVID-19 pandemic.CGL pipeline project will be completed in late 2022 or early 2023. Any new delays in facility or pipeline construction may result in extensions to these dates.
In late March 2020, LNGC announced steps being taken to reduce the spread of COVID-19, including reduction of the workforce at the project site to essential personnel only. This resulted in a reduction in occupancy at our Sitka Lodge during the second quarter of 2020, before returning to expected levels in the second half of 2020. In late December 2020, British Columbia’s public health officer issued a health order limiting workforce size at all large industrial projects across the province, including LNGC. This order once againThese actions resulted in reduced occupancy at our Sitka Lodge beginning in the first quarter of 2021. In the second quarter of 2021, this2020. British Columbia's public health order was repealed.phased out in the second quarter of 2021. It was replaced with less restrictive requirements focused on monitoring, allowing workforces to return to their optimal sizes.sizes, which increased occupancy at our Sitka Lodge in the second half of 2021 and into 2022.
Australia.In Australia, 82% of our rooms are located in the Bowen Basin of Queensland, Australia and primarily serve met coal mines in that region. Met coal pricing and production growth in the Bowen Basin region is predominantly influenced by the levels of global steel production, which increaseddecreased by 14.4% during the first half of 20215.5% through June 2022 compared to the same period of 2020.2021. Analysts forecast steel production for 2022 to be subdued for the full year 2022 compared to 2021 with reduced residential construction activity offsetting stronger global infrastructure activity. As of July 26, 2021,25, 2022, met coal spot prices were $215$230 per metric tonne. Long-term demand for steel is expected to be driven by global infrastructure spending and increased steel consumption per capita in developing economies, such as China and India, whose current consumption per capita is a fraction of developed countries. In 2020, the impact of the outbreak of COVID-19
The Chinese embargo on Australian coal continues. However, Australian met coal producers have found new markets, including India and Europe, for their premium product. This led to a high levelrebalancing of uncertainty forthe market globally in 2021, with China relying on domestic production along with increased met coal imports from the U.S., Canada and Mongolia. With the backdrop of continuing strong steel demand of iron ore and met coal. However, duecoal supply constraints, the spot price for met coal surged to strong globalrecord highs through the second half of 2021 into early 2022. Since the historic highs in early 2022, prices have retreated to approximately $230 per tonne with a weakening in steel demand supply disruptionscoupled with Chinese lockdowns and concerns about a global economic slowdown. Analysts expect prices to remain stagnant, with some volatility in other countries and limited COVID-19 casesprices in Australia, Australian met coal and iron ore activity was relatively buoyantthe near term, recovering to near $300 per tonne in 2020 and the firstsecond half of 2021. An increase2022. As the trade impasse with China remains unresolved and as the Ukraine conflict continues, there remains volatility in global infrastructure spending to stimulate economies is expected to support demand for raw materials, particularly met coalboth the short and iron ore.
Currently, China and Australia are in a trade dispute that has led to China implementing a trade embargo on Australian coal. China has historically accounted for approximately 22% of Australia’s met coal exports. The continuing uncertainty in the Chinese demand for Australian met coal has led to volatile Australian met coal spot pricing. The Chinese trade embargo and volatile Australian met coal spot pricing have created a shuffling of global export trade flows. If this dispute continues, it could continue to impact pricing volatility, and demand for Australian met coal and consequently lead to reduced occupancy at our Australian villages.medium term.
Civeo's activity in Western Australia is driven primarily by iron ore production, which is a key steel-making ingredient.  Through the second half of 2021, with forced cuts in Chinese steel production along with weaker demand, prices retreated from the peaks experienced in mid-2021. Iron ore prices have remained relatively stable in the first half of 2022, albeit with a decrease in early July. As of July 26, 2021,22, 2022, iron ore spot prices were $197.30$92.51 per metric tonne.
Our integrated services business provides cateringtonne, which reflects a softening in prices since early 2022 as new COVID restrictions in China and managed services to the mining industryweaker steel production impact demand. While there is anticipation of infrastructure-related construction activity improving in Western Australia. We have contracts to manage customer-owned villagesChina, this factor will be tempered with a slowdown in Western Australia which primarily support iron ore mines in addition to
21


gold, lithiumresidential activity and nickel mines. We believeCOVID-19 impacts. Accordingly, iron ore prices are currently at a level that may contributeexpected to increased activitymoderate above current levels during the second half of 2022. Australian iron ore exports in 2022 are forecast to exceed both 2020 and 2021 volumes and continue to grow over the longmedium term if our customers view these price levels as sustainable.through to 2024.
U.S.Our U.S. business supports oil shale drilling and completion activity and is primarily tied to WTI oil prices in the U.S. shale formations in the Permian Basin, the Mid-Continent, the Bakken and the Rockies. During 2019,In 2020, the U.S. oil rig count and associated completion activity decreased due to the oil price decline in late 2018COVID-19 and early 2019 coupled with other market dynamics negatively impacting exploration and production (E&P) spending, finishing the year at 677 rigs. In 2020, the U.S. oil rig count and associated completion activity further decreased due to the global oil price decline discussed above. Only 267 oil rigs were active at the end of 2020. AsWith the recovery of oil prices, began to recover in 2021, oil rig count and drilling activity have recovered somewhat,substantially, with 372594 oil rigs active at the end of the second quarter 2021.2022. The Permian Basin remains the most active U.S. unconventional play, representing 63%approximately 60% of the oil rigs active in the U.S. at the end of the second quarter of 2021.2022. The lowerincrease in the U.S. rig count and decline in oil prices has only resulted in decreasedslight increases to U.S. oil production from an average of 12.2 million barrels per day in 2019 to an average of 11.3 million barrels per day in 2020 and2021 to an average of 11.211.6 million barrels per day throughat the first five monthsend of 2021.April 2022. As of July 23, 2021,22, 2022, there were 387599 active oil rigs in the U.S. (as measured by Bakerhughes.com). With the recent volatility in oil prices and a resulting reduction in spending by E&P companies, we exited the Bakken and reduced our presence in the Rockies regions for our U.S. mobile assets. Those assets were either sold or transported to our Permian Basin and Mid-Continent district locations. This process is underway and we expect it to be complete during the third quarter of 2021. U.S. oil shale drilling and completion activity will continue to be dependent on sustainedimpacted by higher WTI oil prices, pipeline capacity, federal energy policies and sufficientavailability of capital to support E&Pexploration and production (E&P) drilling and completion plans. In addition, consolidation among our E&P customer base in the U.S. has historically created short-term spending and activity dislocations. Should the current trend of industry consolidation continue, we may see activity, utilization and occupancy declines in the near term.

Recent Commodity Prices. Recent WTI crude, WCS crude, met coal and iron ore pricing trends are as follows:
 
 
Average Price (1)
Quarter
ended
WTI
Crude
(per bbl)
WCS
Crude
(per bbl)
Hard
Coking Coal
(Met Coal)
(per tonne)
Iron
Ore
(per tonne)
Third Quarter through July 26, 2021$72.35 $58.77 $207.69 $209.68 
6/30/202166.19 53.27 136.44 195.97 
3/31/202158.13 46.28 127.95 159.83 
12/31/202042.63 31.34 109.37 128.24 
9/30/202040.90 31.15 113.30 116.10 
6/30/202027.95 19.73 120.27 89.53 
3/31/202045.38 27.92 156.17 83.57 
12/30/201956.85 37.94 141.39 85.13 
9/30/201956.40 43.88 160.25 101.41 
6/30/201959.89 47.39 204.78 94.62 
3/31/201954.87 44.49 203.30 79.26 
12/31/201859.32 25.66 223.02 70.13 
9/30/201869.61 41.58 188.46 61.91 
6/30/201867.97 49.93 189.41 62.58 
 
Average Price (1)
Quarter
ended
WTI
Crude
(per bbl)
WCS
Crude
(per bbl)
Hard
Coking Coal
(Met Coal)
(per tonne)
Iron
Ore
(per tonne)
Third Quarter through July 25, 2022$100.61 $78.70 $261.31 $100.47 
6/30/2022108.77 92.89 464.61 128.80 
3/31/202295.17 82.04 474.83 129.46 
12/31/202177.31 60.84 371.95 104.88 
9/30/202170.54 57.58 258.41 164.90 
6/30/202166.19 53.27 136.44 195.97 
3/31/202158.13 46.28 127.95 159.83 

(1)Source: WTI crude prices are from U.S. Energy Information Administration (EIA), WCS crude prices and iron ore prices are from Bloomberg and hard coking coal prices are from IHS Markit.

Foreign Currency Exchange Rates. Exchange rates between the U.S. dollar and each of the Canadian dollar and the Australian dollar influence our U.S. dollar reported financial results. Our business has historically derived the vast majority of its revenues and operating income (loss) in Canada and Australia. These revenues and profits/losses are translated into U.S. dollars for U.S. GAAP financial reporting purposes. The following tables summarize the fluctuations in the exchange rates between the U.S. dollar and each of the Canadian dollar and the Australian dollar:
Three Months Ended
June 30,
Six Months Ended
June 30,
20222021ChangePercentage20222021ChangePercentage
Average Canadian dollar to U.S. dollar$0.784$0.815($0.03)(3.8)%$0.787$0.802($0.02)(1.9)%
Average Australian dollar to U.S. dollar$0.715$0.770($0.06)(7.2)%$0.719$0.772($0.05)(6.8)%
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Three Months Ended
June 30,
Six Months Ended
June 30,
20212020ChangePercentage20212020ChangePercentage
Average Canadian dollar to U.S. dollar$0.815$0.7220.0912.8%$0.802$0.733$0.079.4%
Average Australian dollar to U.S. dollar$0.770$0.6580.1117.2%$0.772$0.658$0.1117.3%
As ofAs of
June 30, 2021December 31, 2020ChangePercentageJune 30, 2022December 31, 2021ChangePercentage
Canadian dollar to U.S. dollarCanadian dollar to U.S. dollar$0.807$0.7850.022.8%Canadian dollar to U.S. dollar$0.776$0.789($0.01)(1.6)%
Australian dollar to U.S. dollarAustralian dollar to U.S. dollar$0.750$0.773(0.02)(3.0)%Australian dollar to U.S. dollar$0.690$0.726($0.04)(4.9)%
 
These fluctuations of the Canadian and Australian dollars have had and will continue to have an impact on the translation of earnings generated from our Canadian and Australian subsidiaries and, therefore, our financial results.

Capital Expenditures. We continue to monitor the COVID-19 global pandemic and the responses thereto, the global economy, the price of and demand for crude oil, met coal, LNG and iron ore and the resultant impact on the capital spending plans of our customers, inflation, the COVID-19 global pandemic and the responses thereto in order to plan our business activities. We currently expect that our 2022 capital expenditures, including the capital expenditures associated with our recently announced 12-year contract renewal for our Wapasu Lodge in the Canadian oil sands, will be in the range of approximately $24 million to $29 million, compared to 2021 capital expenditures exclusive of any business acquisitions, will total approximately $20 million, compared to 2020 capital expenditures of $10.1$15.6 million. We may adjust our capital expenditure plans in the future as we continue to monitor customer activity and the impact of COVID-19.activity. See “Liquidity and Capital Resources below for further discussion of 20212022 capital expenditures.

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Results of Operations 
Unless otherwise indicated, discussion of results for the three and six months ended June 30, 2021,2022, is based on a comparison to the corresponding periodperiods of 2020.2021. 
Results of Operations – Three Months Ended June 30, 20212022 Compared to Three Months Ended June 30, 20202021
 
Three Months Ended
June 30,
Three Months Ended
June 30,
20212020Change 20222021Change
($ in thousands) ($ in thousands)
RevenuesRevenues   Revenues   
CanadaCanada$83,281 $52,986 $30,295 Canada$109,023 $83,281 $25,742 
AustraliaAustralia64,019 57,071 6,948 Australia67,820 64,019 3,801 
U.S. and otherU.S. and other6,876 4,645 2,231 U.S. and other8,111 6,876 1,235 
Total revenuesTotal revenues154,176 114,702 39,474 Total revenues184,954 154,176 30,778 
Costs and expensesCosts and expenses   Costs and expenses   
Cost of sales and servicesCost of sales and services   Cost of sales and services   
CanadaCanada57,342 42,465 14,877 Canada75,009 57,342 17,667 
AustraliaAustralia44,895 34,913 9,982 Australia47,692 44,895 2,797 
U.S. and otherU.S. and other5,765 5,755 10 U.S. and other7,352 5,765 1,587 
Total cost of sales and servicesTotal cost of sales and services108,002 83,133 24,869 Total cost of sales and services130,053 108,002 22,051 
Selling, general and administrative expensesSelling, general and administrative expenses14,703 11,490 3,213 Selling, general and administrative expenses17,682 14,703 2,979 
Depreciation and amortization expenseDepreciation and amortization expense21,377 22,205 (828)Depreciation and amortization expense23,083 21,377 1,706 
Impairment expenseImpairment expense7,935 — 7,935 Impairment expense— 7,935 (7,935)
Other operating expense (income)30 (285)315 
Other operating (income) expenseOther operating (income) expense(106)30 (136)
Total costs and expensesTotal costs and expenses152,047 116,543 35,504 Total costs and expenses170,712 152,047 18,665 
Operating income (loss)2,129 (1,841)3,970 
Operating incomeOperating income14,242 2,129 12,113 
Interest expense, netInterest expense, net(3,399)(3,850)451 Interest expense, net(2,606)(3,399)793 
Other incomeOther income788 12,642 (11,854)Other income415 788 (373)
(Loss) income before income taxes(482)6,951 (7,433)
Income tax benefit (expense)492 (122)614 
Income (loss) before income taxesIncome (loss) before income taxes12,051 (482)12,533 
Income tax (expense) benefitIncome tax (expense) benefit(1,821)492 (2,313)
Net incomeNet income10 6,829 (6,819)Net income10,230 10 10,220 
Less: Net income attributable to noncontrolling interest(3)222 (225)
Less: Net income (loss) attributable to noncontrolling interestLess: Net income (loss) attributable to noncontrolling interest662 (3)665 
Net income attributable to Civeo CorporationNet income attributable to Civeo Corporation13 6,607 (6,594)Net income attributable to Civeo Corporation9,568 13 9,555 
Less: Dividends attributable to preferred sharesLess: Dividends attributable to preferred shares480 471 Less: Dividends attributable to preferred shares490 480 10 
Net (loss) income attributable to Civeo common shareholders$(467)$6,136 $(6,603)
Net income (loss) attributable to Civeo common shareholdersNet income (loss) attributable to Civeo common shareholders$9,078 $(467)$9,545 
 
We reported net income attributable to Civeo for the quarter ended June 30, 2022 of $9.1 million, or $0.54 per diluted share compared to net loss attributable to Civeo for the quarter ended June 30, 2021 of $0.5 million, or $0.03 per diluted share. As further discussed below, net loss for the quarter ended June 30, 2021 included a $7.9 million pre-tax loss resulting from the impairment of fixed assets included in Impairment expense.
We reported net income attributable to Civeo for the quarter ended June 30, 2020 of $6.1 million, or $0.37 per diluted share. As further discussed below, net income included $4.7 million of income associated with the settlement of a representations and warranties claim related to the Noralta acquisition included in Other income.
Revenues. Consolidated revenues increased $39.5$30.8 million, or 34%20%, in the second quarter of 20212022 compared to the second quarter of 2020.2021. This increase was primarily due to (i) higher billed rooms at our Canadian oil sands lodges relatedas occupancy in the second quarter of 2021 was negatively impacted by the COVID-19 pandemic, (ii) higher average daily rate at our Canadian lodges largely due to turnaround activities by a number of customers, (ii)occupancy mix, (iii) increased mobile asset activity from a pipeline projectprojects in Canada, (iii)(iv) increased occupancyactivity at our Australian integrated services villages (iv)in Western Australia and (v) increased activity levels in certain U.S. markets and (v)at our Australian Bowen Basin owned villages. These items were partially offset by a strongerweaker Australian and Canadian dollar relative to the U.S. dollar in the second quarter of 20212022 compared to the second quarter of 2020. These items were partially offset by (i) reduced occupancy at our Canadian Sitka Lodge related to the COVID-19 pandemic and the British Columbia health order, (ii) reduced food service activity, as an overflow site supporting a LNG-related project in 2020 is no longer required, (iii) decreased activity at our Bowen Basin villages and Western Australia villages and (iv) decreased activity at our U.S. wellsite business.2021. See the discussion of segment results of operations below for further information.
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Cost of Sales and Services. Our consolidated cost of sales and services increased $24.9$22.1 million, or 30%20%, in the second quarter of 20212022 compared to the second quarter of 2020.2021. This increase was primarily due to (i) increased occupancyhigher billed rooms at our Canadian oil sands lodges, related to turnaround activities by a number of customers, (ii) increased mobile asset activity from a pipeline projectprojects in Canada, (iii) increased occupancyactivity at our Australian integrated services villages, (iv) increased activity at our Australian Bowen Basin owned villages and (v) increased cost of
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temporary labor due to ongoing labor shortages in Australia, (iv) increased activity levels in certain U.S. markets and (v)Australia. These items were partially offset by a strongerweaker Australian and Canadian dollar relative to the U.S. dollar in the second quarter of 20212022 compared to the second quarter of 2020. These items were partially offset by (i) reduced occupancy at our Canadian Sitka Lodge related to the COVID-19 pandemic and the British Columbia health order, (ii) reduced food service activity, as an overflow site supporting a LNG-related project in 2020 is no longer required, (iii) decreased activity at our Bowen Basin villages and Western Australia villages and (iv) decreased activity at our U.S. wellsite business.2021. See the discussion of segment results of operations below for further information. 
Selling, General and Administrative Expenses. SG&A expense increased $3.2$3.0 million, or 28%20%, in the second quarter of 20212022 compared to the second quarter of 2020.2021. This increase was primarily due to higher incentive compensation costs, share-based compensation expense, travel and compensationentertainment expense and information technology expense. In addition, SG&A expense increased approximately $1.0 million due to a stronger Australian and Canadian dollar relative to the U.S. dollar in the second quarter of 2021 compared to the second quarter of 2020. The increase in share-based compensation expense was due to ana relative increase in our stock price during the second quarter of 20212022 compared to the second quarter of 2020.2021. The increase in travel and entertainment expenses was largely a result of a return to more normalized travel expenses with the lifting of travel restrictions associated with COVID-19. This increase in information technology expense was related to implementation costs incurred in a cloud computing arrangement for our newly implemented human capital management system, which are being amortized through SG&A expense instead of depreciation and amortization expense.
Depreciation and Amortization Expense. Depreciation and amortization expense decreased $0.8increased $1.7 million, or 4%8%, in the second quarter of 20212022 compared to the second quarter of 2020.2021. The decreaseincrease was primarily due to shortening the lives on certain assets and intangiblesin Canada, partially offset by certain assets in Canada becoming fully depreciated during 20202021 and the extensiondisposal of the remaining life of certain long-lived assetsour West Permian Lodge in the U.S. during the second quarter of 2020. These items were partially offset by a stronger Australian and Canadian dollar relative to the U.S. dollar in the second quarter of 2021 compared to the second quarter of 2020.2021.
Impairment Expense. We recorded pre-tax impairment expense of $7.9 million in the second quarter of 2021 associated with long-lived assets in our Australian reporting unit.
See Note 63 - Impairment Charges to the notes to the unaudited consolidated financial statements included in Item 1 of this quarterly report for further discussion.
Operating Income (Loss).Income. Consolidated operating income increased $4.0$12.1 million, or 216%569%, in the second quarter of 20212022 compared to the second quarter of 2020,2021, primarily due to increasedhigher activity levels in Canada partially offset by higherin the second quarter of 2022 compared to the second quarter of 2021 and lower impairment expense.expense in Australia in the second quarter of 2022 compared to the second quarter of 2021.
Interest Expense, net. Net interest expense decreased by $0.5$0.8 million, or 12%23%, in the second quarter of 20212022 compared to the second quarter of 2020,2021, primarily related to lower average debt levels and lower interest rates on term loan and revolving credit facility borrowings during 20212022 compared to 2020.

Other Income. Consolidated other income decreased $11.9 million in the second quarter of 2021, compared to the second quarter of 2020. The second quarter of 2021 included $0.7 million related to proceeds from the Canada Emergency Wage Subsidy (CEWS). The second quarter of 2020 included $4.7 million of other income associated with the settlement of a representations and warranties claim related to the Noralta acquisition, $6.2 million of other income related to proceeds from the CEWS and apartially offset by higher gaininterest rates on sale of assets compared to the second quarter of 2020.credit facility borrowings.
 
Income Tax (Expense) Benefit. Our income tax benefitexpense for the three months ended June 30, 20212022 totaled $1.8 million, or 15.1% of pretax income, compared to an income tax benefit of $0.5 million, or 102.1% of pretax loss, compared to an income tax expense of $0.1 million, or 1.8% of pretax income, for the three months ended June 30, 2020.2021. Our effective tax rate for both the three months ended June 30, 20212022 and June 30, 20202021 was impacted by considering Canada and the U.S. loss jurisdictions that were removed from the annual effective tax rate computation for purposes of computing the interim tax provision. Under ASCAdditionally, under Accounting Standards Codification 740-270, "Accounting“Accounting for Income Taxes," the quarterly tax provision is based on our current estimate of the annual effective tax rate less the prior quarter's year-to-datequarter’s year to date provision.

Other Comprehensive (Loss) Income. Other comprehensive income decreased $31.0loss increased $18.5 million in the second quarter of 20212022 compared to the second quarter of 2020,2021, primarily as a result of foreign currency translation adjustments due to changes in the Canadian and Australian dollar exchange rates compared to the U.S. dollar. The Canadian dollar exchange rate compared to the U.S. dollar increased 1%decreased 3% in the second quarter of 20212022 compared to a 4% decrease1% increase in the second quarter of 2020.2021. The Australian dollar exchange rate compared to the U.S. dollar decreased 1%8% in the second quarter of 20212022 compared to a 2% decrease in the second quarter of 2020.2021.
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Segment Results of Operations Canadian Segment
Three Months Ended
June 30,
Three Months Ended
June 30,
20212020Change 20222021Change
Revenues ($ in thousands)Revenues ($ in thousands)   Revenues ($ in thousands)   
Accommodation revenue (1)
Accommodation revenue (1)
$69,759 $40,204 $29,555 
Accommodation revenue (1)
$79,431 $69,759 $9,672 
Mobile facility rental revenue (2)
Mobile facility rental revenue (2)
8,666 6,072 2,594 
Mobile facility rental revenue (2)
24,058 8,666 15,392 
Food service and other services revenue (3)
Food service and other services revenue (3)
4,856 6,710 (1,854)
Food service and other services revenue (3)
5,534 4,856 678 
Total revenuesTotal revenues$83,281 $52,986 $30,295 Total revenues$109,023 $83,281 $25,742 
Cost of sales and services ($ in thousands)Cost of sales and services ($ in thousands)   Cost of sales and services ($ in thousands)   
Accommodation costAccommodation cost$44,992 $28,598 $16,394 Accommodation cost$53,108 $44,992 $8,116 
Mobile facility rental costMobile facility rental cost5,644 5,285 359 Mobile facility rental cost14,458 5,644 8,814 
Food service and other services costFood service and other services cost4,455 6,163 (1,708)Food service and other services cost4,976 4,455 521 
Indirect other costsIndirect other costs2,251 2,419 (168)Indirect other costs2,467 2,251 216 
Total cost of sales and servicesTotal cost of sales and services$57,342 $42,465 $14,877 Total cost of sales and services$75,009 $57,342 $17,667 
Gross margin as a % of revenuesGross margin as a % of revenues31.1 %19.9 %11.3 %Gross margin as a % of revenues31.2 %31.1 %0.1 %
Average daily rate for lodges (4)
Average daily rate for lodges (4)
$96 $96 $— 
Average daily rate for lodges (4)
$103 $96 $
Total billed rooms for lodges (5)
Total billed rooms for lodges (5)
723,324 409,897 313,427 
Total billed rooms for lodges (5)
771,267 723,324 47,943 
Average Canadian dollar to U.S. dollarAverage Canadian dollar to U.S. dollar$0.815 $0.722 $0.093 Average Canadian dollar to U.S. dollar$0.784 $0.815 $(0.031)

(1)Includes revenues related to lodge rooms and hospitality services for owned rooms for the periods presented.
(2)Includes revenues related to mobile assets for the periods presented.
(3)Includes revenues related to food services, laundry and water and wastewater treatment services for the periods presented.
(4)Average daily rate is based on billed rooms and accommodation revenue.
(5)Billed rooms represents total billed days for owned assets for the periods presented.

Our Canadian segment reported revenues in the second quarter of 20212022 that were $30.3$25.7 million, or 57%31%, higher than the second quarter of 2020.2021. The strengtheningweakening of the average exchange rate for the Canadian dollar relative to the U.S. dollar by 13%4% in the second quarter of 20212022 compared to the second quarter of 20202021 resulted in a $9.6$4.4 million period-over-period increasedecrease in revenues. Excluding the impact of the strongerweaker Canadian exchange rate, the segment experienced a 39% increase in revenues. This increase was driven by (i) higher billed rooms at our oil sands lodges relatedas occupancy in the second quarter of 2021 was negatively impacted by the COVID-19 pandemic, (ii) a higher average daily rate at our lodges largely due to turnaround activities by a number of customersoccupancy mix and by(iii) increased mobile asset activity from a pipeline project. Partially offsetting these items, revenue was lower at our Sitka Lodge related to the COVID-19 pandemic and the British Columbia health order and from food services activity, as an overflow site supporting a LNG-related project in 2020 is no longer required.projects.

Our Canadian segment cost of sales and services increased $14.9$17.7 million, or 35%31%, in the second quarter of 20212022 compared to the second quarter of 2020.2021. The strengtheningweakening of the average exchange rate for the Canadian dollar relative to the U.S. dollar by 13%4% in the second quarter of 20212022 compared to the second quarter of 20202021 resulted in a $6.5$3.0 million period-over-period increasedecrease in cost of sales and services. Excluding the impact of the strongerweaker Canadian exchange rate, the increasedincrease in cost of sales and services was driven by increased occupancy at our oil sands lodges related to turnaround activities by a number of customers and by increased mobile asset activity from a pipeline project. Partially offsetting these items, cost of sales and services decreased at our Sitka Lodge related to the COVID-19 pandemic and the British Columbia health order and from food services activity, as an overflow site supporting a LNG-related project in 2020 is no longer required.projects.

Our Canadian segment gross margin as a percentage of revenues increasedwas largely unchanged, increasing from 19.9% in the second quarter of 2020 to 31.1% in the second quarter of 2021. This was primarily driven2021 to 31.2% in the second quarter of 2022. Accommodation gross margin as a percentage of revenues decreased from 35.5% in the second quarter of 2021 to 33.1% in the second quarter of 2022, as 2021 benefited more significantly from billed rooms that were unused by clients under take-or-pay arrangements. Mobile facility gross margin as a percentage of revenues increased operating efficiencies at our oil sands lodgesfrom 34.9% in the second quarter of 2021 to 39.9% in the second quarter of 2022, due to higher occupancy and from our increased mobile asset activity.activity and related operating efficiencies.

26


Segment Results of Operations Australian Segment
Three Months Ended
June 30,
Three Months Ended
June 30,
20212020Change 20222021Change
Revenues ($ in thousands)Revenues ($ in thousands)Revenues ($ in thousands)
Accommodation revenue (1)
Accommodation revenue (1)
$37,780 $34,933 $2,847 
Accommodation revenue (1)
$39,052 $37,780 $1,272 
Food service and other services revenue (2)
Food service and other services revenue (2)
26,239 $22,138 $4,101 
Food service and other services revenue (2)
28,768 26,239 2,529 
Total revenuesTotal revenues$64,019 $57,071 $6,948 Total revenues$67,820 $64,019 $3,801 
Cost of sales and services ($ in thousands)Cost of sales and services ($ in thousands)Cost of sales and services ($ in thousands)
Accommodation costAccommodation cost$18,082 $15,269 $2,813 Accommodation cost$18,840 $18,082 $758 
Food service and other services costFood service and other services cost25,154 18,759 6,395 Food service and other services cost27,008 25,154 1,854 
Indirect other costIndirect other cost1,659 885 774 Indirect other cost1,844 1,659 185 
Total cost of sales and servicesTotal cost of sales and services$44,895 $34,913 $9,982 Total cost of sales and services$47,692 $44,895 $2,797 
Gross margin as a % of revenuesGross margin as a % of revenues29.9 %38.8 %(9.0)%Gross margin as a % of revenues29.7 %29.9 %(0.2)%
Average daily rate for villages (3)
Average daily rate for villages (3)
$81 $70 $11 
Average daily rate for villages (3)
$77 $81 $(4)
Total billed rooms for villages (4)
Total billed rooms for villages (4)
466,298 502,392 (36,094)
Total billed rooms for villages (4)
505,310 466,298 39,012 
Australian dollar to U.S. dollarAustralian dollar to U.S. dollar$0.770 $0.658 $0.113 Australian dollar to U.S. dollar$0.715 $0.770 $(0.056)

(1)Includes revenues related to village rooms and hospitality services for owned rooms for the periods presented.
(2)Includes revenues related to food services and other services, including facilities management for the periods presented.
(3)Average daily rate is based on billed rooms and accommodation revenue.
(4)Billed rooms represent total billed days for owned assets for the periods presented.

Our Australian segment reported revenues in the second quarter of 20212022 that were $6.9$3.8 million, or 12%6%, higher than the second quarter of 2020.2021. The strengtheningweakening of the average exchange rate for Australian dollars relative to the U.S. dollar by 17%7% in the second quarter of 20212022 compared to the second quarter of 20202021 resulted in a $9.4$5.3 million period-over-period decrease in revenues. On a constant currency basis, the Australian segment experienced a 14% period-over-period increase in revenues. Accordingly, the increase in the average daily rate is entirely attributable to the strengthening of the Australia dollar. Excluding the impact of the strongerweaker Australian exchange rate, the increase in the Australian segment experienced a 4% decrease in revenues largely due to decreased activity at our Bowen Basin villages and Western Australia villages, partially offsetwas driven by increased occupancyactivity at our integrated services villages.villages in Western Australia and Civeo owned villages in the Bowen Basin.

Our Australian segment cost of sales and services increased $10.0$2.8 million, or 29%6%, in the second quarter of 20212022 compared to the second quarter of 2020.2021. The strengtheningweakening of the average exchange rate for Australian dollars relative to the U.S. dollar by 17%7% in the second quarter of 20212022 compared to the second quarter of 20202021 resulted in a $6.6$3.7 million period-over-period increasedecrease in cost of sales and services. Excluding the impact of the strongerweaker Australian exchange rate, the increase in cost of sales and services was largely driven by the(i) increased occupancyactivity at our integrated services villages in Western Australia, (ii) increased activity our Civeo owned villages in the Bowen Basin and, to a lesser extent, (iii) increased costs of temporary labor due to ongoing labor shortages.

Our Australian segment gross margin as a percentage of revenues decreased to 29.7% in the second quarter of 2022 from 29.9% in the second quarter of 2021 from 38.8% in the second quarter of 2020.2021. This was primarily driven by higher revenue in our integrated services business, which has a service-only business model, and therefore results in lower overall gross margins than the accommodation business. Reduced occupancy at the Bowen Basin villages and Western Australia villages has also impacted our Australian gross margin. Segment gross margin has also been negatively impacted by increased staff costs as a result of a hospitality labor shortage in Australia which has been exacerbated by state and international border closures due to COVID-19. State and international border closures have affected the number of staff available which has subsequently led to an increased reliance on more expensive temporary labor hire resources and has placed upward pressure on wages for permanent staff as competitors compete for a small pool of labor.

27


Segment Results of Operations – U.S. Segment
Three Months Ended
June 30,
Three Months Ended
June 30,
20212020Change 20222021Change
Revenues ($ in thousands)Revenues ($ in thousands)$6,876 $4,645 $2,231 Revenues ($ in thousands)$8,111 $6,876 $1,235 
Cost of sales and services ($ in thousands)Cost of sales and services ($ in thousands)$5,765 $5,755 $10 Cost of sales and services ($ in thousands)$7,352 $5,765 $1,587 
Gross margin as a % of revenuesGross margin as a % of revenues16.2 %(23.9)%40.1 %Gross margin as a % of revenues9.4 %16.2 %(6.8)%
 
Our U.S. segment reported revenues in the second quarter of 20212022 that were $2.2$1.2 million, or 48%18%, higher than the second quarter of 2020.2021. This increase was due to increased occupancy atgreater U.S. drilling activity positively impacting our wellsite business. This increase was partially offset by reduced revenue from our former West Permian KilldeerLodge, which operated in the second quarter of 2021 and Acadian Acres lodgeswas sold in the fourth quarter of 2021, and increasedreduced activity in our offshore business from fabrication and unit sales, partially offset by reduced U.S. drilling activity affecting our wellsite business.as certain projects were completed in the second quarter of 2021 that did not recur to the same extent in 2022.
 
Our U.S. segment cost of sales and services slightly increased $1.6 million, or 28%, in the second quarter of 2022 compared to the second quarter of 2021. This increase was due to greater U.S. drilling activity positively impacting our wellsite business, partially offset by lower costs in our offshore business as certain projects were completed in the second quarter of 2021 comparedthat did not recur to the second quarter of 2020. This increase was due to greater activitysame extent in our offshore business, partially offset by reduced costs in our wellsite business attributable to its reduced activity.2022.

Our U.S. segment gross margin as a percentage of revenues increaseddecreased from (23.9)% in the second quarter of 2020 to 16.2% in the second quarter of 2021 to 9.4% in the second quarter of 2022 primarily due to increased occupancy at our former West Permian KilldeerLodge, which operated in the second quarter of 2021 and Acadian Acres lodgeswas sold in the fourth quarter of 2021, and inreduced margins from our offshore business as the second quarter of 2021 was positively impacted by higher margins from product sales,sales. These were partially offset by reducedimproved margins in our wellsite business due to operating efficiencies at lowerhigher activity levels in our wellsite business.


levels.
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Results of Operations – Six Months Ended June 30, 20212022 Compared to Six Months Ended June 30, 20202021
 
Six Months Ended
June 30,
Six Months Ended
June 30,
20212020Change 20222021Change
($ in thousands) ($ in thousands)
RevenuesRevenues   Revenues   
CanadaCanada$145,166 $132,334 $12,832 Canada$204,975 $145,166 $59,809 
AustraliaAustralia123,656 106,184 17,472 Australia131,349 123,656 7,693 
U.S. and otherU.S. and other10,784 14,976 (4,192)U.S. and other14,308 10,784 3,524 
Total revenuesTotal revenues279,606 253,494 26,112 Total revenues350,632 279,606 71,026 
Costs and expensesCosts and expenses   Costs and expenses
Cost of sales and servicesCost of sales and services   Cost of sales and services
CanadaCanada109,227 106,737 2,490 Canada150,215 109,227 40,988 
AustraliaAustralia87,798 64,466 23,332 Australia92,206 87,798 4,408 
U.S. and otherU.S. and other10,787 15,243 (4,456)U.S. and other13,475 10,787 2,688 
Total cost of sales and servicesTotal cost of sales and services207,812 186,446 21,366 Total cost of sales and services255,896 207,812 48,084 
Selling, general and administrative expensesSelling, general and administrative expenses28,884 25,427 3,457 Selling, general and administrative expenses32,895 28,884 4,011 
Depreciation and amortization expenseDepreciation and amortization expense42,646 47,707 (5,061)Depreciation and amortization expense43,210 42,646 564 
Impairment expenseImpairment expense7,935 144,120 (136,185)Impairment expense— 7,935 (7,935)
Other operating income101 704 (603)
Other operating expenseOther operating expense152 101 51 
Total costs and expensesTotal costs and expenses287,378 404,404 (117,026)Total costs and expenses332,153 287,378 44,775 
Operating loss(7,772)(150,910)143,138 
Operating income (loss)Operating income (loss)18,479 (7,772)26,251 
Interest expense, netInterest expense, net(6,761)(9,429)2,668 Interest expense, net(5,074)(6,761)1,687 
Other incomeOther income5,702 12,667 (6,965)Other income2,111 5,702 (3,591)
Loss before income taxes(8,831)(147,672)138,841 
Income tax (expense) benefit(584)8,689 (9,273)
Net loss(9,415)(138,983)129,568 
Income (loss) before income taxesIncome (loss) before income taxes15,516 (8,831)24,347 
Income tax (expense)Income tax (expense)(3,378)(584)(2,794)
Net income (loss)Net income (loss)12,138 (9,415)21,553 
Less: Net income attributable to noncontrolling interestLess: Net income attributable to noncontrolling interest56 480 (424)Less: Net income attributable to noncontrolling interest1,160 56 1,104 
Net loss attributable to Civeo Corporation(9,471)(139,463)129,992 
Net income (loss) attributable to Civeo CorporationNet income (loss) attributable to Civeo Corporation10,978 (9,471)20,449 
Less: Dividends attributable to preferred sharesLess: Dividends attributable to preferred shares958 939 19 Less: Dividends attributable to preferred shares977 958 19 
Net loss attributable to Civeo common shareholders$(10,429)$(140,402)$129,973 
Net income (loss) attributable to Civeo common shareholdersNet income (loss) attributable to Civeo common shareholders$10,001 $(10,429)$20,430 
 
We reported net income attributable to Civeo for the six months ended June 30, 2022 of $10.0 million, or $0.60 per diluted share compared to net loss attributable to Civeo for the six months ended June 30, 2021 of $10.4 million, or $0.73 per diluted share. As further discussed below, net loss for the six months ended June 30, 2021 included a $7.9 million pre-tax loss resulting from the impairment of fixed assets included in Impairment expense.
We reported net loss attributable to Civeo for the six months ended June 30, 2020 of $140.4 million, or $9.96 per diluted share. As further discussed below, net loss included (i) a $93.6 million pre-tax loss resulting from the impairment of goodwill in our Canada segment included in Impairment expense, (ii) a $38.1 million pre-tax loss resulting from the impairment of long-lived assets in our Canada segment included in Impairment expense and (iii) a $12.4 million pre-tax loss resulting from the impairment of long-lived assets in our U.S. segment included in Impairment expense. Net loss was partially offset by $4.7 million of income associated with the settlement of a representations and warranties claim related to the Noralta acquisition included in Other income.
Revenues.Consolidated revenues increased $26.1$71.0 million, or 10%25%, in the six months ended June 30, 20212022 compared to the six months ended June 30, 2020.2021. This increase was primarily driven by (i) higher billed rooms at our Canadian lodges as occupancy in the first half of 2021 was negatively impacted by the COVID-19 pandemic, (ii) higher average daily rate at our Canadian lodges largely due to (i)occupancy mix, (iii) increased mobile asset activity from a pipeline projectprojects in Canada, (ii)(iv) increased occupancyactivity at our Australian Civeo owned villages in the Bowen Basin and (v) increased activity at our integrated services villages and (iii)in Western Australia. These items were partially offset by a strongerweaker Australian and Canadian dollar relative to the U.S. dollar in the six months ended June 30, 20212022 compared to the six months ended June 30, 2020. These items were partially offset by (i) reduced food service activity, as an overflow site supporting a LNG-related project in 2020 is no longer required, (ii) decreased activity at our Bowen Basin villages and Western Australia villages and (iii) decreased activity at our U.S. wellsite business.2021. See the discussion of segment results of operations below for further information.
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Cost of Sales and Services. Our consolidated cost of sales and services increased $21.4 million$48.1 million, or 11%23%, in the six months ended June 30, 20212022 compared to the six months ended June 30, 2020.2021. This increase was primarily due to (i) higher billed rooms at our Canadian lodges, (ii) increased mobile asset activity from a pipeline projectprojects in Canada, (ii)(iii) increased occupancyactivity at our Australian Civeo owned villages in the Bowen Basin, (iv) increased activity at our integrated services villages in Western Australia and (v) increased cost of temporary labor due to ongoing labor shortages in Australia and (iii)Australia. These items were partially offset by a strongerweaker Australian and Canadian dollar relative to the U.S. dollar in the six months ended June 30, 20212022 compared to the six months ended June 30, 2020. These items were partially offset by (i) reduced food service activity, as an overflow site supporting a LNG-related project in 2020 is no longer required, (ii) decreased activity at our Bowen Basin villages and Western Australia villages and (iii) lower activity in certain markets in the U.S.2021. See the discussion of segment results of operations below for further information. 
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Selling, General and Administrative Expenses.Expenses. SG&A expense increased $3.5$4.0 million, or 14%, in the six months ended June 30, 20212022 compared to the six months ended June 30, 2020.2021. This increase was primarily due to higher incentive compensation costs, share-based compensation expense, travel and compensationentertainment expense partially offset by lower professional fees.and information technology expense. The increase in share-based compensation expense was due to ana relative increase in our stock price during 2021the six months ended June 30, 2022 compared to 2020.the six months ended June 30, 2021. The increase in travel and entertainment expenses was largely a result of a return to more normalized travel expenses with the lifting of travel restrictions associated with COVID-19. The increase in information technology expense was related to implementation costs incurred in a cloud computing arrangement for our newly implemented human capital management system, which are being amortized through SG&A expense instead of depreciation and amortization expense.
Depreciation and Amortization Expense. Depreciation and amortization expense decreased $5.1increased $0.6 million, or 11%1%, in the six months ended June 30, 20212022 compared to the six months ended June 30, 2020.2021. The decreaseincrease was primarily due to (i)shortening the lives on certain assets and intangiblesin Canada, partially offset by assets in Canada becoming fully depreciated during 2020, (ii) the impairment of certain long-lived assets in Canada2021 and the U.S. during the first quarterdisposal of 2020 and (iii) the extension of the remaining life of certain long-lived assetsour West Permian Lodge in the U.S. during the second quarter of 2020. These items were partially offset by a stronger Australian and Canadian dollar relative to the U.S. dollar in the six months ended June 30, 2021 compared to the six months ended June 30, 2020.2021.
Impairment Expense. We recorded pre-tax impairment expense of $7.9 million in the six months ended June 30, 2021 associated with long-lived assets in our Australian reporting unit.
Impairment expense of $144.1 million in the six months ended June 30, 2020 included the following items:
Pre-tax impairment expense of $93.6 million related to the impairment of goodwill in our Canadian reporting unit.
Pre-tax impairment expense of $38.1 million associated with long-lived assets in our Canadian reporting unit.
Pre-tax impairment expense of $12.4 million associated with long-lived assets in our U.S. reporting unit.
See Note 63 - Impairment Charges to the notes to the unaudited consolidated financial statements included in Item 1 of this quarterly report for further discussion.

Operating Loss.Income (Loss). Consolidated operating loss decreased $143.1income increased $26.3 million, or 95%338%, in the six months ended June 30, 20212022 compared to the six months ended June 30, 2020,2021, primarily due to higher activity levels in Canada and Australia in the six months ended June 30, 2022 compared to the six months ended June 30, 2021 and lower impairment expense of goodwill and long-lived assets in 2020.Australia in the six months ended June 30, 2022 compared to the six months ended June 30, 2021.
Interest Expense, net. Net interest expense decreased by $2.7$1.7 million, or 28%25%, in the six months ended June 30, 20212022 compared to the six months ended June 30, 2020,2021, primarily related to lower average debt levels and lower interest rates on term loan and revolving credit facility borrowings during 20212022 compared to 2020.2021.

Other Income. Consolidated other income decreased $7.0$3.6 million in the six months ended June 30, 20212022 compared to the six months ended June 30, 2020.2021. The six months ended June 30, 2022 included lower gain on the sale of assets primarily related to various mobile assets across Canada, Australia and the U.S. The six months ended June 30, 2021 included $3.5 million related to proceeds from the CEWSCanada Emergency Wage Subsidy (CEWS) and a higher gain on the sale of assets primarily related to the sale of a manufacturing facility and mobile assets in Canada. The six months ended June 30, 2020 included $4.7 million of other income associated with the settlement of a representations and warranties claim related to the Noralta acquisition, $6.2 million of other income related to proceeds from the CEWS and a gain on sale of assets related to unutilized lodge assets in Canada.
 
Income Tax (Expense) Benefit. Our income tax expense for the six months ended June 30, 20212022 totaled $0.6$3.4 million, or (6.6)%21.8% of pretax loss,income, compared to an income tax benefitexpense of $8.7$0.6 million, or 5.9%(6.6)% of pretax loss, for the six months ended June 30, 2020.2021. Our effective tax rate for both the six months ended June 30, 20212022 and June 30, 20202021 was impacted by considering Canada and the U.S. loss jurisdictions that were removed from the annual effective tax rate computation for purposes of computing the interim tax provision. Additionally, our effective tax rate for the six months ended June 30, 2020 was impacted by a deferred tax benefit of $9.6 million offset by an increase of $0.7 million in the valuation allowance in Canada.

Other Comprehensive (Loss) Loss.Income. Other comprehensive loss decreased $16.0increased $8.8 million in the six months ended June 30, 20212022 compared to the six months ended June 30, 2020,2021, primarily as a result of foreign currency translation adjustments due to
30


changes in the Canadian and Australian dollar exchange rates compared to the U.S. dollar. The Canadian dollar exchange rate compared to the U.S. dollar increased 3%decreased 2% in the six months ended June 30, 20212022 compared to a 5% decrease3% increase in the six months ended June 30, 2020.2021. The Australian dollar exchange rate compared to the U.S. dollar decreased 3%5% in the six months ended June 30, 20212022 compared to a 2%3% decrease in the six months ended June 30, 2020.2021.
30



Segment Results of Operations Canadian Segment
Six Months Ended
June 30,
Six Months Ended
June 30,
20212020Change 20222021Change
Revenues ($ in thousands)Revenues ($ in thousands)   Revenues ($ in thousands)   
Accommodation revenue (1)
Accommodation revenue (1)
$116,289 $106,270 $10,019 
Accommodation revenue (1)
$146,625 $116,289 $30,336 
Mobile facility rental revenue (2)
Mobile facility rental revenue (2)
19,165 8,580 10,585 
Mobile facility rental revenue (2)
48,076 19,165 28,911 
Food service and other services revenue (3)
Food service and other services revenue (3)
9,712 17,484 (7,772)
Food service and other services revenue (3)
10,274 9,712 562 
Total revenuesTotal revenues$145,166 $132,334 $12,832 Total revenues$204,975 $145,166 $59,809 
Cost of sales and services ($ in thousands)Cost of sales and services ($ in thousands)   Cost of sales and services ($ in thousands)
Accommodation costAccommodation cost$83,328 $76,653 $6,675 Accommodation cost$106,235 $83,328 $22,907 
Mobile facility rental costMobile facility rental cost12,418 8,542 3,876 Mobile facility rental cost29,342 12,418 16,924 
Food service and other services costFood service and other services cost8,576 16,178 (7,602)Food service and other services cost9,335 8,576 759 
Indirect other costsIndirect other costs4,905 5,364 (459)Indirect other costs5,303 4,905 398 
Total cost of sales and servicesTotal cost of sales and services$109,227 $106,737 $2,490 Total cost of sales and services$150,215 $109,227 $40,988 
Gross margin as a % of revenuesGross margin as a % of revenues24.8 %19.3 %5.4 %Gross margin as a % of revenues26.7 %24.8 %2.0 %
Average daily rate for lodges (4)
Average daily rate for lodges (4)
$97 $94 $
Average daily rate for lodges (4)
$104 $97 $
Total billed rooms for lodges (5)
Total billed rooms for lodges (5)
1,203,390 1,118,220 85,170 
Total billed rooms for lodges (5)
1,406,822 1,203,390 203,432 
Average Canadian dollar to U.S. dollarAverage Canadian dollar to U.S. dollar$0.802 $0.733 $0.069 Average Canadian dollar to U.S. dollar$0.787 $0.802 $(0.015)

(1)Includes revenues related to lodge rooms and hospitality services for owned rooms for the periods presented.
(2)Includes revenues related to mobile assets for the periods presented.
(3)Includes revenues related to food services, laundry and water and wastewater treatment services for the periods presented.
(4)Average daily rate is based on billed rooms and accommodation revenue.
(5)Billed rooms represents total billed days for owned assets for the periods presented.

Our Canadian segment reported revenues in the six months ended June 30, 20212022 that were $12.8$59.8 million, or 10%41%, higher than the six months ended June 30, 2020.2021. The strengtheningweakening of the average exchange rate for the Canadian dollar relative to the U.S. dollar by 9%2% in the six months ended June 30, 20212022 compared to the six months ended June 30, 20202021 resulted in a $13.3$4.5 million period-over-period increasedecrease in revenues. Excluding the impact of the strongerweaker Canadian exchange rate, revenue remained relatively flat; however, itthe increase was positively impacteddriven by (i) higher billed rooms at our oil sands lodges relatedas occupancy in the first half of 2021 was negatively impacted by the COVID-19 pandemic, (ii) a higher average daily rate at our lodges largely due to turnaround activities by a number of customersoccupancy mix and by(iii) increased mobile asset activity from a pipeline project. Partially offsetting these increases were reduced billed rooms at our Sitka Lodge related to the COVID-19 pandemic and the British Columbia health order and reduced food services activity, as an overflow site supporting a LNG-related project in 2020 is no longer required.projects.

Our Canadian segment cost of sales and services increased $2.5$41.0 million, or 2%38%, in the six months ended June 30, 20212022 compared to the six months ended June 30, 2020.2021. The strengtheningweakening of the average exchange rate for the Canadian dollar relative to the U.S. dollar by 9%2% in the six months ended June 30, 20212022 compared to the six months ended June 30, 20202021 resulted in a $9.6$3.0 million period-over-period increasedecrease in cost of sales and services. Excluding the impact of the strongerweaker Canadian exchange rate, the decreasedincrease in cost of sales and services was driven by reduced food services activity, as an overflow site supporting a LNG-related project in 2020 is no longer required and reduced activityincreased occupancy at our Sitka Lodge related to the COVID-19 pandemiclodges and British Columbia health order. Partially offsetting these decreases were increased mobile asset activity from a pipeline project and increased activity at our oil sands lodges related to turnaround activities by a number of customers.projects.
 
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Our Canadian segment gross margin as a percentage of revenues increased from 19.3% in the six months ended June 30, 2020 to 24.8% in the six months ended June 30, 2021.2021 to 26.7% in the six months ended June 30, 2022. This was primarily driven by increased mobile asset activity and related operating efficiencies. Accommodation gross margins were maintained at 28% with an increase in margins at our oil sands lodges related to turnaround activities by a number of customers and related operating efficiencies at these higher levels, offset by a reduction in margins at our Sitka Lodge related to reduced operating efficiencies at the lower occupancy levels experienced due to the COVID-19 pandemic and the British Columbia health order.
31


Segment Results of Operations Australian Segment
Six Months Ended
June 30,
Six Months Ended
June 30,
20212020Change 20222021Change
Revenues ($ in thousands)Revenues ($ in thousands)Revenues ($ in thousands)
Accommodation revenue (1)
Accommodation revenue (1)
$71,455 $67,518 $3,937 
Accommodation revenue (1)
$76,651 $71,455 $5,196 
Food service and other services revenue (2)
Food service and other services revenue (2)
52,201 $38,666 $13,535 
Food service and other services revenue (2)
54,698 52,201 2,497 
Total revenuesTotal revenues$123,656 $106,184 $17,472 Total revenues$131,349 $123,656 $7,693 
Cost of sales and services ($ in thousands)Cost of sales and services ($ in thousands)Cost of sales and services ($ in thousands)
Accommodation costAccommodation cost$35,187 $30,264 $4,923 Accommodation cost$37,247 $35,187 $2,060 
Food service and other services costFood service and other services cost49,451 32,466 16,985 Food service and other services cost51,371 49,451 1,920 
Indirect other costIndirect other cost3,160 1,736 1,424 Indirect other cost3,588 3,160 428 
Total cost of sales and servicesTotal cost of sales and services$87,798 $64,466 $23,332 Total cost of sales and services$92,206 $87,798 $4,408 
Gross margin as a % of revenuesGross margin as a % of revenues29.0 %39.3 %(10.3)%Gross margin as a % of revenues29.8 %29.0 %0.8 %
Average daily rate for villages (3)
Average daily rate for villages (3)
$80 $69 $11 
Average daily rate for villages (3)
$78 $80 $(2)
Total billed rooms for villages (4)
Total billed rooms for villages (4)
890,964 974,232 (83,268)
Total billed rooms for villages (4)
979,784 890,964 88,820 
Australian dollar to U.S. dollarAustralian dollar to U.S. dollar$0.772 $0.658 $0.114 Australian dollar to U.S. dollar$0.719 $0.772 $(0.052)

(1)Includes revenues related to village rooms and hospitality services for owned rooms for the periods presented.
(2)Includes revenues related to food services and other services, including facilities management for the periods presented.
(3)Average daily rate is based on billed rooms and accommodation revenue.
(4)Billed rooms represent total billed days for owned assets for the periods presented.

Our Australian segment reported revenues in the six months ended June 30, 20212022 that were $17.5$7.7 million, or 17%6%, higher than the six months ended June 30, 2020.2021. The strengtheningweakening of the average exchange rate for Australian dollars relative to the U.S. dollar by 17%7% in the six months ended June 30, 20212022 compared to the six months ended June 30, 20202021 resulted in a $18.3$9.5 million period-over-period increasedecrease in revenues. Accordingly, the increase in the average daily rate is entirely attributable to the strengthening of the Australia dollar. Excluding the impact of the strongerweaker Australian exchange rate, the increase in the Australian segment experienced a 1% decrease in revenues largely due to decreasedwas driven by increased activity at our Civeo owned villages in the Bowen Basin villages and Western Australia villages, partially offset by increased occupancy at our integrated services villages.villages in Western Australia.

Our Australian segment cost of sales and services increased $23.3$4.4 million, or 36%5%, in the six months ended June 30, 20212022 compared to the six months ended June 30, 2020.2021. The strengtheningweakening of the average exchange rate for Australian dollars relative to the U.S. dollar by 17%7% in the six months ended June 30, 20212022 compared to the six months ended June 30, 20202021 resulted in a $13.0$6.7 million period-over-period increasedecrease in cost of sales and services. Excluding the impact of the strongerweaker Australian exchange rate, the increase in cost of sales and services was largely driven by (i) increased occupancyactivity at our Bowen Basin villages, (ii) increased activity at our integrated services villages in Western Australia and (iii) increased costs of temporary labor due to ongoing labor shortages.

Our Australian segment gross margin as a percentage of revenues decreasedincreased to 29%29.8% in the six months ended June 30, 20212022 from 39.3%29.0% in the six months ended June 30, 2020.2021. This was primarily driven by our integrated services business, which has a service-only business model, and therefore resultsimproved margins at Civeo owned villages in lower overall gross margins than the accommodation business. Reduced occupancy at the Bowen Basin villages and Western Australia villages has also impacted our Australian segment gross margin. Segment gross margin has also been negatively impacted by increased staff costs as a result of a hospitality labor shortage in Australia which has been exacerbated by state and international border closures due to COVID-19. State andincreased occupancy.

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international border closures have affected the number of staff available which has subsequently led to an increased reliance on more expensive temporary labor hire resources and has placed upward pressure on wages for permanent staff as competitors compete for a small pool of labor.

Segment Results of Operations – U.S. Segment
Six Months Ended
June 30,
Six Months Ended
June 30,
20212020Change 20222021Change
Revenues ($ in thousands)Revenues ($ in thousands)$10,784 $14,976 $(4,192)Revenues ($ in thousands)$14,308 $10,784 $3,524 
Cost of sales and services ($ in thousands)Cost of sales and services ($ in thousands)$10,787 $15,243 $(4,456)Cost of sales and services ($ in thousands)$13,475 $10,787 $2,688 
Gross margin as a % of revenuesGross margin as a % of revenues0.0 %(1.8)%1.8 %Gross margin as a % of revenues5.8 %— %5.8 %
 
Our U.S. segment reported revenues in the six months ended June 30, 20212022 that were $4.2$3.5 million, or 28%33%, lowerhigher than the six months ended June 30, 2020.2021. This decreaseincrease was due to reducedgreater U.S. drilling activity affectingpositively impacting our wellsite business, and reduced activity in our offshore fabrication business as a project was completed in the first half of 2020 that did not recur to the same extent in 2021. These decreases were partially offset by increased activity atreduced revenue from our Acadian Acres lodge related to a client’s turnaround activity.former West Permian Lodge, which operated in the second quarter of 2021 and was sold in the fourth quarter of 2021.
 
Our U.S. segment cost of sales and services decreased $4.5increased $2.7 million, or 29%25%, in the six months ended June 30, 20212022 compared to the six months ended June 30, 2020.2021. This decreaseincrease was due to reducedgreater U.S. drilling activity affectingpositively impacting our wellsite business, partially offset by reduced activity incosts from our offshore fabrication business as a project was completedformer West Permian Lodge, which operated in the first halfsecond quarter of 2020 that did not recur to the same extent in 2021 and reduced costs at our West Permian lodge under a new customer contract.was sold in the fourth quarter of 2021.

Our U.S. segment gross margin as a percentage of revenues increased 1.8%5.8% from the six months ended June 30, 20202021 to the six months ended June 30, 2021,2022 primarily due to improved margins at our West Permian lodge under a new customer contract and in our offshorewellsite business from product sales,due to operating efficiencies at higher activity levels, partially offset by reduced operating efficiencies at lower activity levelsour former West Permian Lodge, which operated in our wellsite business.the second quarter of 2021 and was sold in the fourth quarter of 2021.

Liquidity and Capital Resources

Our primary liquidity needs are to fund capital expenditures, which in the past have included expanding and improving our hospitality services, developing new lodges and villages, purchasing or leasing land, and for general working capital needs. In addition, capital has been used to repay debt, repurchase our common shares and fund strategic business acquisitions. In the future, capital may be required to move lodges from one site to another. Historically, our primary sources of funds have been available cash, cash flow from operations, borrowings under our Credit Agreement and proceeds from equity issuances. In the future, we may seek to access the debt and equity capital markets from time to time to raise additional capital, increase liquidity, fund acquisitions, refinance debt or retire preferred shares.

The following table summarizes our consolidated liquidity position as of June 30, 20212022 and December 31, 20202021 (in thousands):
 June 30, 2021December 31, 2020
Lender commitments (1)
$167,300 $167,300 
Borrowings against revolving credit capacity(52,197)(63,556)
Outstanding letters of credit(2,982)(4,487)
Unused availability112,121 99,257 
Cash and cash equivalents4,414 6,155 
Total available liquidity$116,535 $105,412 

(1)As of June 30, 2021, we had one bank guarantee facility totaling A$1.0 million. As of December 31, 2020, we had two bank guarantee facilities totaling $3.0 million. We had bank guarantees of A$0.8 million outstanding under the facilities as of both June 30, 2021 and December 31, 2020.
 June 30, 2022December 31, 2021
Lender commitments$200,000 $200,000 
Borrowings against revolving credit capacity(108,078)(112,026)
Outstanding letters of credit(1,420)(1,439)
Unused availability90,502 86,535 
Cash and cash equivalents4,782 6,282 
Total available liquidity$95,284 $92,817 

Cash totaling $29.4$23.6 million was provided by operations during the six months ended June 30, 2021,2022, compared to $45.3$29.4 million provided by operations during the six months ended June 30, 2020.2021. During the six months ended June 30, 2022 and 2021, $36.6 million and
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2020, $13.8 million was used in working capital, and $2.9 million was provided by working capital, respectively. The decreaseincrease in cash provided byused in working capital in 20212022 compared to 20202021 is largely due to increasedthe timing of customer payments and revenue recognition as it relates to mobile asset activity in Canada and decreased accounts receivablepayable and accrual balances, in Canada.substantially due to timing of payments during the six months ended June 30, 2022 compared to the six months ended June 30, 2021.

Cash was used in investing activities during the six months ended June 30, 2022 in the amount of $5.2 million, compared to cash provided by investing activities during the six months ended June 30, 2021 in the amount of $0.5 million, compared to cash provided by investing activities during the six months ended June 30, 2020 in the amount of $2.7 million. The decrease in cash provided by investing activities was primarily due to $4.7 millionthe receipt of other income associated with the settlement of a representations and warranties claim related to the Noralta acquisition and lower capital expenditures during the six months ended June 30, 2020, partially offset by higher proceeds from the sale of our manufacturing facility
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and mobile assets in Canada during the six months ended June 30, 2021. Capital expenditures totaled $6.5$8.6 million and $3.8$6.5 million during the six months ended June 30, 2022 and 2021, and 2020, respectively. Capital expenditures in both periods were primarily maintenance related.

We expect our capital expenditures for 2021, exclusive of any business acquisitions or any growth capital expenditures,2022 to be approximately $20in the range of $24 million to $29 million, which excludes any unannounced and uncommitted projects, the spending for which is contingent on obtaining customer contracts.contracts or commitments. Our 2022 capital expenditures estimate includes the capital expenditures associated with our recently announced 12-year contract renewal for our Wapasu Lodge in the Canadian oil sands. Whether planned expenditures will actually be spent in 20212022 depends on industry conditions, project approvals and schedules, customer room commitments and project and construction timing. We expect to fund these capital expenditures with available cash, cash flow from operations and revolving credit borrowings under our Credit Agreement. The foregoing capital expenditure forecast does not include any funds for strategic acquisitions, which we could pursue should the transaction economics be attractive enough to us compared to the current capital allocation priorities of debt reduction.reduction and return of capital to shareholders. We continue to monitor the COVID-19 global pandemic and the responses thereto, the global economy, the pricesprice of and demand for crude oil, met coal, LNG and iron ore and the resultant impact on the capital spending plans of our customers, inflation, the COVID-19 global pandemic and the responses thereto in order to plan our business activities, and we may adjust our capital expenditure plans in the future.
 
Net cash of $19.9 million was used in financing activities during the six months ended June 30, 2022 primarily due to net repayments under our revolving credit facilities of $2.6 million, term loan repayments of $15.8 million, $0.5 million used to repurchase our common shares and $1.0 million used to settle tax obligations on vested shares under our share-based compensation plans. Net cash of $31.1 million was used in financing activities during the six months ended June 30, 2021 primarily due to net repayments under our revolving credit facilities of $12.1 million, repayments of term loan borrowings of $17.9 million and $1.1 million used to settle tax obligations on vested shares under our share-based compensation plans. Net cash of $43.6 million was used in financing activities during the six months ended June 30, 2020 primarily due to net repayments under our revolving credit facilities of $25.6 million, repayments of term loan borrowings of $16.5 million and $1.5 million used to settle tax obligations on vested shares under our share-based compensation plans.
 
The following table summarizes the changes in debt outstanding during the six months ended June 30, 20212022 (in thousands): 
 
Balance at December 31, 20202021$251,086175,130 
Borrowings under revolving credit facilities117,976155,712 
Repayments of borrowings under revolving credit facilities(130,080)(158,288)
Repayments of term loans(17,874)(15,763)
Translation5,725 (2,153)
Balance at June 30, 20212022$226,833154,638 
 
We believe that cash on hand and cash flow from operations will be sufficient to meet our anticipated liquidity needs infor the comingnext 12 months. If our plans or assumptions change, including as a result of the impact of COVID-19 or the declinechanges in the price of and demand for oil, or are inaccurate, or if we make acquisitions, we may need to raise additional capital. Acquisitions have been, and our management believes acquisitions will continue to be, an element of our long-term business strategy. The timing, size or success of any acquisition effort and the associated potential capital commitments are unpredictable and uncertain. We may seek to fund all or part of any such efforts with proceeds from debt and/or equity issuances or may issue equity directly to the sellers. Our ability to obtain capital for additional projects to implement our growth strategy over the longer term will depend on our future operating performance, financial condition and, more broadly, on the availability of equity and debt financing. Capital availability will be affected by prevailing conditions in our industry, the global economy, the global financial markets and other factors, many of which are beyond our control. In addition, any additional debt service requirements we take on could be based on higher interest rates and shorter maturities and could impose a significant burden on our results of operations and financial condition, and the issuance of additional equity securities could result in significant dilution to shareholders.

In August 2021, our Board authorized a common share repurchase program to repurchase up to 5.0% of our total common shares which are issued and outstanding, or 715,814 common shares, over a twelve month period. See Note 12 – Share Repurchase Program to the notes to the unaudited consolidated financial statements included in Item 1 of this quarterly report for further discussion.

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Credit Agreement

As of June 30, 2021,2022, our Credit Agreement (as then amended to date, the Credit Agreement) provided for: (i) a $167.3$200.0 million revolving credit facility scheduled to mature on May 30, 2023,September 8, 2025, allocated as follows: (A) a $10.0 million senior secured revolving credit facility in favor of certainone of our U.S. subsidiaries, as borrowers;borrower; (B) a $122.3$155.0 million senior secured revolving credit facility in favor of Civeo, and certain of our Canadian subsidiaries, as borrowers;borrower; and (C) a $35.0 million senior secured revolving credit facility in favor of one of our Australian subsidiaries, as borrower; and (ii) a $194.8C$100.0 million term loan facility scheduled to maturebe fully repaid on May 30,December 31, 2023 for certain lenders in favor of Civeo.

As of June 30, 2021,2022, we had outstanding letters of credit of $0.9$0.3 million under the U.S. facility, zero under the Australian facility and $2.1$1.1 million under the Canadian facility.

As of June 30, 2021, weWe also had one bank guarantee facility totaling A$1.0 million. We hadoutstanding bank guarantees of A$0.8 million outstanding under the facility as of June 30, 2021.Australian facility.

See Note 8 – Debt to the notes to the unaudited consolidated financial statements included in Item 1 of this quarterly report for further discussion.

Dividends

The declaration and amount of all potential future dividends will be at the discretion of our Board of Directors and will depend upon many factors, including our financial condition, results of operations, cash flows, prospects, industry conditions, capital requirements of our business, covenants associated with certain debt obligations, legal requirements, regulatory constraints, industry practice and other factors the Board of Directors deems relevant. In addition, our ability to pay cash dividends on common or preferred shares is limited by covenants in the Credit Agreement. Future agreements may also limit our ability to pay dividends, and we may incur incremental taxes if we are required to repatriate foreign earnings to pay such dividends. If we elect to pay dividends in the future, the amount per share of our dividend payments may be changed, or dividends may be suspended, without advance notice. The likelihood that dividends will be reduced or suspended is increased during periods of market weakness. There can be no assurance that we will pay a dividend in the future.

The preferred shares we issued in the Noralta acquisition are entitled to receive a 2% annual dividend on the liquidation preference (initially $10,000 per share), paid quarterly in cash or, at our option, by increasing the preferred shares’ liquidation preference, or any combination thereof. Quarterly dividends were paid in-kind on June 30, 2021,2022, thereby increasing the liquidation preference to $10,669$10,884 per share as of June 30, 2021.2022. We currently expect to pay dividends on the preferred shares for the foreseeable future through an increase in liquidation preference rather than cash.
Off-Balance Sheet Arrangements
As of June 30, 2021, we had no off-balance sheet arrangements as definedcash until they mandatorily convert to Civeo common shares in Item 303(a)(4)(ii) of Regulation S-K.
Contractual Obligations
For additional information about our contractual obligations, refer to “Liquidity and Capital Resources—Contractual Obligations” in our Annual Report on Form 10-K for the year ended December 31, 2020. As of June 30, 2021, except for net repayments under our revolving credit facilities, there were no material changes to the disclosure regarding our contractual obligations made in our Annual Report on Form 10-K for the year ended December 31, 2020.April 2023.
 
Critical Accounting Policies
 
For a discussion of the critical accounting policies and estimates that we use in the preparation of our consolidated financial statements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2020.2021. These estimates require significant judgments, assumptions and estimates. We have discussed the development, selection and disclosure of these critical accounting policies and estimates with the audit committee of our Board of Directors. There have been no material changes to the judgments, assumptions and estimates upon which our critical accounting estimates are based. 
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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
 
Our principal market risks are our exposure to changes in interest rates and foreign currency exchange rates.
 
Interest Rate Risk
 
We have credit facilities that are subject to the risk of higher interest charges associated with increases in interest rates. As of June 30, 2021,2022, we had $226.8$154.6 million of outstanding floating-rate obligations under our credit facilities. These floating-rate obligations expose us to the risk of increased interest expense in the event of increases in short-term interest rates. If floating interest rates increased by 100 basis points, our consolidated interest expense would increase by approximately $2.3$1.5 million annually, based on our floating-rate debt obligations and interest rates in effect as of June 30, 2021.2022.

Foreign Currency Exchange Rate Risk
 
Our operations are conducted in various countries around the world, and we receive revenue and pay expenses from these operations in a number of different currencies. As such, our earnings are subject to movements in foreign currency exchange rates when transactions are denominated in (i) currencies other than the U.S. dollar, which is our reporting currency, or (ii) the functional currency of our subsidiaries, which is not necessarily the U.S. dollar. Excluding intercompany balances, our Canadian dollar and Australian dollar functional currency net assets total approximately C$166238 million and A$280225 million, respectively, at June 30, 2021.2022. We use a sensitivity analysis model to measure the impact of a 10% adverse movement of foreign currency exchange rates against the United States dollar. A hypothetical 10% adverse change in the value of the Canadian dollar and Australian dollar relative to the U.S. dollar as of June 30, 20212022 would result in translation adjustments of approximately $17$24 million and $28$23 million, respectively, recorded in other comprehensive loss. Although we do not currently have any foreign exchange agreements outstanding, in order to reduce our exposure to fluctuations in currency exchange rates, we may enter into foreign exchange agreements with financial institutions in the future.
 
ITEM 4. Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures
 
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2021,2022, at the reasonable assurance level.
 
Changes in Internal Control over Financial Reporting
 
During the three months ended June 30, 2021,2022, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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PART II -- OTHER INFORMATION
 
ITEM 1. Legal Proceedings
 
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 occasional claims by individuals alleging exposure to hazardous materials as a result of our products or operations. Some of these claims relate to matters occurring prior to our acquisition of businesses, and some relate to businesses we have sold. In certain cases, we are entitled to indemnification from the sellers of businesses, and in other cases, we have indemnified the buyers of businesses from us. Although we can give no assurance about the outcome of pending legal and administrative proceedings and the effect such outcomes may have on us, we believe that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided for or covered by indemnity or insurance, will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.
 
ITEM 1A. Risk Factors
 
For additional information about our risk factors, you should carefully read the section entitled "Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2020.2021.

ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information about purchases of our common shares during the three months ended June 30, 2022.

Total Number of Shares PurchasedAverage Price Paid per ShareTotal number of shares purchased as part of publicly announced plans or programsMaximum number of shares that may yet be purchased under the plans or programs
April 1, 2022 - April 30, 202222,411 (1)$23.76 22,411 475,724 
May 1, 2022 - May 31, 2022— — — — 
June 1, 2022 - June 30, 2022— — — — 
Total22.411 $23.76 22.411 475,724 

(1)In August 2021, our Board authorized a common share repurchase program to repurchase up to 5.0% of our total common shares which are issued and outstanding, or 715,814 common shares, over a twelve month period. We repurchased an aggregate of 22,411 of our common shares outstanding for approximately $0.5 million during the three months ended June 30, 2022.



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ITEM 6. Exhibits

(a)INDEX OF EXHIBITS
Exhibit No. Description
31.1*
   
31.2*
   
32.1**
   
32.2**
   
101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
   
101.SCH*Inline XBRL Taxonomy Extension Schema Document
   
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF*Inline Taxonomy Extension Definition Linkbase Document
   
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
---------
*Filed herewith.
**Furnished herewith.

PLEASE NOTE: Pursuant to the rules and regulations of the Securities and Exchange Commission, we have filed or incorporated by reference the agreements referenced above as exhibits to this Quarterly Report on Form 10-Q. The agreements have been filed to provide investors with information regarding their respective terms. The agreements are not intended to provide any other factual information about Civeo or its business or operations. In particular, the assertions embodied in any representations, warranties and covenants contained in the agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to investors and may be qualified by information in confidential disclosure schedules not included with the exhibits. These disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the agreements. Moreover, certain representations, warranties and covenants in the agreements may have been used for the purpose of allocating risk between the parties, rather than establishing matters as facts. In addition, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the respective agreement, which subsequent information may or may not be fully reflected in our public disclosures. Accordingly, investors should not rely on the representations, warranties and covenants in the agreements as characterizations of the actual state of facts about Civeo or its business or operations on the date hereof.
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
CIVEO CORPORATION
 
Date: July 30, 2021August 4, 2022
By  /s/ Carolyn J. Stone                          
            Carolyn J. Stone
 Senior Vice President, Chief Financial Officer and Treasurer (Duly Authorized Officer and Principal Financial Officer)
 
 

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