Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 22, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Civeo Corp | |
Entity Central Index Key | 1,590,584 | |
Trading Symbol | cveo | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding (in shares) | 167,970,631 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | false |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | ||||
Total Revenues | $ 120,491 | $ 97,489 | $ 352,172 | $ 280,928 |
Costs and expenses: | ||||
Selling, general and administrative expenses | 17,328 | 15,871 | 56,754 | 44,141 |
Depreciation and amortization expense | 34,468 | 32,700 | 99,502 | 97,083 |
Impairment expense | 0 | 4,360 | 28,661 | 4,360 |
Other operating expense (income) | (163) | 375 | 348 | 1,104 |
Costs and Expenses | 133,386 | 118,833 | 433,083 | 333,371 |
Operating loss | (12,895) | (21,344) | (80,911) | (52,443) |
Interest expense | (6,404) | (5,441) | (19,329) | (15,697) |
Loss on extinguishment of debt | 0 | 0 | (748) | (842) |
Interest income | 16 | 49 | 92 | 69 |
Other income | 412 | 517 | 2,923 | 1,247 |
Loss before income taxes | (18,871) | (26,219) | (97,973) | (67,666) |
Income tax benefit | 5,330 | 4,011 | 29,386 | 9,875 |
Net loss | (13,541) | (22,208) | (68,587) | (57,791) |
Less: Net income attributable to noncontrolling interest | 97 | 123 | 341 | 343 |
Net loss attributable to Civeo Corporation | (13,638) | (22,331) | (68,928) | (58,134) |
Less: Dividends attributable to Class A preferred shares | 612 | 0 | 49,100 | 0 |
Net loss attributable to Civeo common shareholders | $ (14,250) | $ (22,331) | $ (118,028) | $ (58,134) |
Per Share Data (see Note 10) | ||||
Basic net loss per share attributable to Civeo Corporation common shareholders (USD per share) | $ (0.09) | $ (0.17) | $ (0.76) | $ (0.46) |
Diluted net loss per share attributable to Civeo Corporation common shareholders (USD per share) | $ (0.09) | $ (0.17) | $ (0.76) | $ (0.46) |
Weighted average number of common shares outstanding: | ||||
Basic (in shares) | 165,855,000 | 130,889,000 | 154,411,000 | 127,512,000 |
Diluted (in shares) | 165,855,000 | 130,889,000 | 154,411,000 | 127,512,000 |
Service and other | ||||
Revenues: | ||||
Total Revenues | $ 118,262 | $ 95,564 | $ 341,152 | $ 274,438 |
Costs and expenses: | ||||
Service and other costs | 79,513 | 62,668 | 238,762 | 179,044 |
Product | ||||
Revenues: | ||||
Total Revenues | 2,229 | 1,925 | 11,020 | 6,490 |
Costs and expenses: | ||||
Service and other costs | $ 2,240 | $ 2,859 | $ 9,056 | $ 7,639 |
Unaudited Consolidated Statem_2
Unaudited Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (13,541) | $ (22,208) | $ (68,587) | $ (57,791) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment, net of taxes of zero | (1,343) | 14,343 | (25,598) | 38,691 |
Total other comprehensive income (loss) | (1,343) | 14,343 | (25,598) | 38,691 |
Comprehensive loss | (14,884) | (7,865) | (94,185) | (19,100) |
Less: Comprehensive income attributable to noncontrolling interest | 100 | 126 | 342 | 667 |
Comprehensive loss attributable to Civeo Corporation | $ (14,984) | $ (7,991) | $ (94,527) | $ (19,767) |
Unaudited Consolidated Statem_3
Unaudited Consolidated Statements of Comprehensive Income (Loss) (Parentheticals) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustment, taxes | $ 0 | $ 0 | $ 0 | $ 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 4,540 | $ 32,647 |
Accounts receivable, net | 85,238 | 66,823 |
Inventories | 6,543 | 7,246 |
Prepaid expenses | 15,693 | 14,481 |
Other current assets | 13,910 | 1,553 |
Assets held for sale | 12,318 | 9,462 |
Total current assets | 138,242 | 132,212 |
Property, plant and equipment, net | 708,455 | 693,833 |
Goodwill | 119,444 | 0 |
Other intangible assets, net | 130,497 | 22,753 |
Other noncurrent assets | 1,998 | 5,114 |
Total assets | 1,098,636 | 853,912 |
Current liabilities: | ||
Accounts payable | 32,787 | 27,812 |
Accrued liabilities | 20,057 | 22,208 |
Income taxes | 513 | 1,728 |
Current portion of long-term debt | 28,146 | 16,596 |
Deferred revenue | 4,415 | 5,442 |
Other current liabilities | 4,406 | 1,843 |
Total current liabilities | 90,324 | 75,629 |
Long-term debt, less current maturities | 392,161 | 277,990 |
Deferred income taxes | 22,875 | 0 |
Other noncurrent liabilities | 30,035 | 23,926 |
Total liabilities | 535,395 | 377,545 |
Commitments and contingencies (Note 14) | ||
Shareholders’ Equity: | ||
Preferred shares (Class A Series 1, no par value; 50,000,000 shares authorized, 9,679 shares and zero shares issued and outstanding, respectively; aggregate liquidation preference of $97,754,916 as of September 30, 2018) | 55,791 | 0 |
Common shares (no par value; 550,000,000 shares authorized, 168,327,857 shares and 132,427,885 shares issued, respectively, and 167,970,631 shares and 132,262,434 shares outstanding, respectively) | 0 | 0 |
Additional paid-in capital | 1,558,901 | 1,383,934 |
Accumulated deficit | (696,747) | (579,113) |
Common shares held in treasury at cost, 357,226 and 165,451 shares, respectively | (990) | (358) |
Accumulated other comprehensive loss | (353,812) | (328,213) |
Total Civeo Corporation shareholders’ equity | 563,143 | 476,250 |
Noncontrolling interest | 98 | 117 |
Total shareholders’ equity | 563,241 | 476,367 |
Total liabilities and shareholders’ equity | $ 1,098,636 | $ 853,912 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred shares, par value (in dollars per share) | $ 0 | |
Preferred shares, authorized (in shares) | 50,000,000 | |
Preferred shares, issued (in shares) | 9,679 | |
Preferred shares, outstanding (in shares) | 0 | |
Preferred shares, liquidation preference | $ 97,754,916 | |
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 550,000,000 | 550,000,000 |
Common stock, shares issued (in shares) | 168,327,857 | 132,427,885 |
Common stock, shares outstanding (in shares) | 167,970,631 | 132,262,434 |
Treasury shares (in shares) | 357,226 | 165,451 |
Unaudited Consolidated Statem_4
Unaudited Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Preferred Shares | Common Shares | Additional Paid-in Capital | Accumulated Deficit | Treasury Shares | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Cumulative effect of implementation of ASU | $ 636 | $ (636) | ||||||
Beginning Balance at Dec. 31, 2016 | $ 475,990 | $ 0 | $ 0 | 1,311,226 | (472,764) | $ (65) | $ (362,930) | $ 523 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | (57,791) | (58,134) | 343 | |||||
Currency translation adjustment | 38,691 | 38,367 | 324 | |||||
Dividends paid | (1,066) | (1,066) | ||||||
Equity offering | 64,817 | 64,817 | ||||||
Share-based compensation | 5,188 | 5,481 | (293) | |||||
Ending Balance at Sep. 30, 2017 | 525,829 | 0 | 0 | 1,382,160 | (531,534) | (358) | (324,563) | 124 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Cumulative effect of implementation of ASU | 394 | 394 | ||||||
Beginning Balance at Dec. 31, 2017 | 476,367 | 0 | 0 | 1,383,934 | (579,113) | (358) | (328,213) | 117 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | (68,587) | (68,928) | 341 | |||||
Currency translation adjustment | (25,598) | (25,599) | 1 | |||||
Dividends paid | (361) | (361) | ||||||
Issuance of shares for acquisitions | 173,854 | 6,972 | 166,882 | |||||
Dividends attributable to Class A preferred shares (Note 12) | 48,819 | 281 | (49,100) | |||||
Share-based compensation | 7,172 | 7,804 | (632) | |||||
Ending Balance at Sep. 30, 2018 | $ 563,241 | $ 55,791 | $ 0 | $ 1,558,901 | $ (696,747) | $ (990) | $ (353,812) | $ 98 |
Balance (in shares) at Dec. 31, 2017 | 0 | 132,262,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of shares for acquisitions (in shares) | 9,679,000 | 34,130,000 | ||||||
Stock-based compensation (in shares) | 0 | 1,579,000 | ||||||
Balance (in shares) at Sep. 30, 2018 | 9,679,000 | 167,971,000 |
Unaudited Consolidated Statem_5
Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (68,587) | $ (57,791) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 99,502 | 97,083 |
Impairment expense | 28,661 | 4,360 |
Loss on extinguishment of debt | 748 | 842 |
Deferred income tax benefit | (29,272) | (11,026) |
Non-cash compensation charge | 7,804 | 5,481 |
Gains on disposals of assets | (2,714) | (1,193) |
Provision for loss on receivables, net of recoveries | (106) | 8 |
Other, net | 3,959 | 3,307 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 89 | (2,845) |
Inventories | 1,342 | (1,507) |
Accounts payable and accrued liabilities | (10,787) | 5,910 |
Taxes payable | 939 | 9,928 |
Other current assets and liabilities, net | (5,716) | (7,032) |
Net cash flows provided by operating activities | 25,862 | 45,525 |
Cash flows from investing activities: | ||
Capital expenditures | (8,666) | (8,020) |
Payments related to acquisitions, net of cash acquired | (181,589) | 0 |
Proceeds from disposition of property, plant and equipment | 4,038 | 1,625 |
Other, net | 111 | 548 |
Net cash flows used in investing activities | (186,106) | (5,847) |
Cash flows from financing activities: | ||
Proceeds from issuance of common shares, net | 0 | 64,817 |
Revolving credit borrowings | 289,450 | 44,525 |
Revolving credit repayments | (134,040) | (84,462) |
Term loan repayments | (18,177) | (12,214) |
Debt issuance costs | (2,742) | (1,795) |
Other, net | (632) | (293) |
Net cash flows provided by financing activities | 133,859 | 10,578 |
Effect of exchange rate changes on cash | (1,722) | 1,961 |
Net change in cash and cash equivalents | (28,107) | 52,217 |
Cash and cash equivalents, beginning of period | 32,647 | 1,785 |
Cash and cash equivalents, end of period | 4,540 | 54,002 |
Non-cash financing activities: | ||
Preferred dividends paid-in-kind | 971 | 0 |
Common Shares | ||
Non-cash investing activities: | ||
Value of shares issued as consideration for acquisitions | 119,797 | 0 |
Preferred Shares | ||
Non-cash investing activities: | ||
Value of shares issued as consideration for acquisitions | $ 54,821 | $ 0 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of the Business We are one of the largest integrated providers of workforce accommodations, logistics and facility management services to the natural resource industry. Our scalable modular facilities provide long-term and temporary accommodations where traditional accommodations and related infrastructure is insufficient, inaccessible or not cost effective. Once facilities are deployed in the field, we also provide catering and food services, housekeeping, laundry, facility management, water and wastewater treatment, power generation, communications and redeployment logistics. Our accommodations support our customers’ employees and contractors in the Canadian oil sands and in a variety of oil and natural gas drilling, mining and related natural resource applications as well as disaster relief efforts, primarily in Canada, Australia and the United States. We operate in three principal reportable business segments – Canada, Australia and U.S. 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. 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, 2017 . |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS 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. In January 2017, the FASB issued Accounting Standards Update (ASU) 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” which changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. ASU 2017-01 requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not a business. The standard is effective for interim and annual reporting periods beginning after December 15, 2017. Effective with our quarterly report on Form 10-Q for the quarter ended March 31, 2018, we have adopted this standard effective January 1, 2018. In January 2017, the FASB issued ASU 2017-04, "Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment." The standard simplifies the accounting for goodwill impairment by requiring a goodwill impairment to be measured using a single step impairment model, whereby the impairment equals the difference between the carrying amount and the fair value of the specified reporting units in their entirety. This eliminates the second step of the current impairment model that requires companies to first estimate the fair value of all assets in a reporting unit and measure impairments based on those fair values and a residual measurement approach. It also specifies that any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective prospectively for public business entities for annual reporting periods beginning after December 15, 2019, and early adoption is permitted. We will adopt this new standard no later than January 1, 2020. The impact of the new standard will be dependent on the specific facts and circumstances of future individual goodwill impairments, if any. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” (ASU 2016-13). This new standard changes how companies will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. ASU 2016-13 is effective for financial statements issued for reporting periods beginning after December 15, 2019 and interim periods within the reporting periods. We are currently evaluating the impact of this new standard on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842), which replaces the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize a lease liability and a right-of-use asset for all leases with terms longer than 12 months. The guidance is effective for financial statements issued for reporting periods beginning after December 15, 2018 and interim periods within the reporting periods. We anticipate adopting ASU 2016-02 and all related amendments as of January 1, 2019 and will elect the new optional transition method, which allows us to recognize a cumulative-effect adjustment to the opening balance of retained earnings as of the adoption date. We have determined that certain of our accommodation contracts could contain a lease component and will elect the new practical expedient for lessors, when certain criteria are met, which allows us to combine the lease and non-lease components of revenues for presentation purposes. We are currently evaluating the impact of this new standard on our consolidated financial statements. We have finalized our implementation plan and are in the process of analyzing our lease portfolio. This evaluation process includes reviewing all forms of leases, performing a completeness assessment over the lease population and analyzing the available practical expedients in order to determine the best implementation strategy. We expect the adoption of this new standard will result in an increase on our consolidated balance sheet for right-of-use assets and corresponding lease liabilities. In May 2014, the FASB issued ASU 2014-09 establishing Accounting Standards Codification (ASC) Topic 606, “Revenue from Contracts with Customers” (ASC 606). ASC 606 establishes a comprehensive new revenue recognition model designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the entity expects to be entitled to receive in exchange for those goods or services and requires significantly enhanced revenue disclosures. The standard is effective for annual and interim reporting periods beginning after December 15, 2017. Effective with our quarterly report on Form 10-Q for the quarter ended March 31, 2018, we have adopted this standard effective January 1, 2018 using the modified retrospective method as applied to customer contracts that were not completed as of January 1, 2018. As a result, financial information for reporting periods beginning after January 1, 2018 is presented under ASC 606, while comparative financial information has not been adjusted and continues to be reported in accordance with the Company’s historical accounting policy for revenue recognition prior to the adoption of ASC 606. Upon adoption of this standard, we recognized a cumulative effect adjustment of $0.4 million to accumulated deficit in the accompanying unaudited consolidated balance sheet as of September 30, 2018 . We expect the impact of the adoption of the new standard to be immaterial to our consolidated financial statements on an ongoing basis. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2018 | |
Revenues [Abstract] | |
Revenues | REVENUE We generally recognize accommodation, mobile facility rental and catering and other services revenues over time as our customers simultaneously receive and consume benefits as we serve our customers because of continuous transfer of control to the customer. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We transfer control and recognize a sale based on a periodic (usually daily) room rate each night a customer stays in our rooms or when the services are rendered. In some contracts, rates may vary over the contract term. In these cases, revenue may be deferred and recognized on a straight-line basis over the contract term. A limited portion of our revenue is recognized at a point in time when control transfers to the customer related to small modular construction and manufacturing contracts, minor catering arrangements and optional purchases our customers make for incidental services offered at our accommodation and mobile facilities. For significant projects, manufacturing revenues are recognized over time with progress towards completion measured using the cost based input method as the basis to recognize revenue and an estimated profit. Billings on such contracts in excess of costs incurred and estimated profits are classified as deferred revenue. Costs incurred and estimated profits in excess of billings on these contracts are recognized as unbilled receivables. Management believes this input method is the most appropriate measure of progress to the satisfaction of a performance obligation on larger modular construction and manufacturing contracts. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, estimated profitability and final contract settlements may result in revisions to projected costs and revenue and are recognized in the period in which the revisions to estimates are identified and the amounts can be reasonably estimated. Factors that may affect future project costs and margins include weather, production efficiencies, availability and costs of labor, materials and subcomponents. These factors can significantly impact the accuracy of our estimates and materially impact our future reported earnings. The following table disaggregates our revenue by our three reportable segments: Canada, Australia and U.S., and major categories for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Canada Accommodation revenues $ 72,991 $ 60,018 $ 204,258 $ 169,885 Mobile facility rental revenues 135 579 9,283 1,381 Catering and other services revenues 3,627 3,037 11,082 9,126 Manufacturing revenues — 198 2,038 1,614 Total Canada revenues 76,753 63,832 226,661 182,006 Australia Accommodation revenues $ 30,679 $ 27,541 $ 88,343 $ 83,164 Catering and other services revenues 411 — 1,199 — Total Australia revenues 31,090 27,541 89,542 83,164 United States Accommodation revenues $ 5,010 $ 2,619 $ 13,353 $ 7,163 Mobile facility rental revenues 6,256 2,388 14,366 5,505 Manufacturing revenues 1,330 1,061 8,123 2,968 Catering and other services revenues 52 48 127 122 Total United States revenues 12,648 6,116 35,969 15,758 Total revenues $ 120,491 $ 97,489 $ 352,172 $ 280,928 Because of control transferring over time, the majority of our revenue is recognized based on the extent of progress towards completion of the performance obligation. At contract inception, we assess the goods and services promised in our contracts with customers and identify a performance obligation for each promise to transfer our customers a good or service (or bundle of goods or services) that is distinct. Our customers typically contract for accommodation services under take-or-pay contracts with terms that most often range from several months to three years . Our contract terms generally provide for a rental rate for a reserved room and an occupied room rate that compensates us for services provided. We typically contract our facilities to our customers on a fee per day basis where the goods and services promised include lodging and meals. To identify the performance obligations, we consider all of the goods and services promised in the context of the contract and the pattern of transfer to our customers. Our payment terms vary by the type and location of our customer and the products or services offered. The term between invoicing and when our performance obligations are satisfied is not significant. Payment terms are generally within 30 days. We do not have significant financing components or significant payment terms. Revenues exclude taxes assessed based on revenues such as sales or value added taxes. As of September 30, 2018 , 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 (in thousands): For the years ending December 31, 2018 2019 2020 Thereafter Total Revenue expected to be recognized as of September 30, 2018 $ 34,880 $ 89,755 $ 46,698 $ 1,802 $ 173,135 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Our financial instruments consist of cash and cash equivalents, receivables, payables and debt instruments. We believe that the carrying values of these instruments on the accompanying consolidated balance sheets approximate their fair values. As of September 30, 2018 and December 31, 2017 , 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 2018 and the third quarter of 2017, we wrote down certain long-lived assets to fair value. 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 oil, coal and natural gas prices, anticipated spending by our customers, the cost of capital, and industry and/or local market conditions. During the third quarter of 2017, our estimates of fair value of certain undeveloped land positions in British Columbia were based on appraisals from third parties. Please see Note 6 – Impairment Charges for further information. During the first and second quarter of 2018 , we acquired certain assets and businesses and recorded them at fair value. Determining the fair value of assets acquired and liabilities assumed requires the exercise of significant judgment, including the amount and timing of expected future cash flows, long-term growth rates and discount rates. The cash flows employed in the valuation are based on our best estimates of future sales, earnings and cash flows after considering factors such as general market conditions, expected future customer orders, contracts with suppliers, labor costs, changes in working capital, long term business plans and recent operating performance. Please see Note 7 – Acquisitions for further information. |
Details of Selected Balance She
Details of Selected Balance Sheet Accounts | 9 Months Ended |
Sep. 30, 2018 | |
Balance Sheet Related Disclosures [Abstract] | |
Details of Selected Balance Sheet Accounts | DETAILS OF SELECTED BALANCE SHEET ACCOUNTS Additional information regarding selected balance sheet accounts at September 30, 2018 and December 31, 2017 is presented below (in thousands): September 30, 2018 December 31, 2017 Accounts receivable, net: Trade $ 57,560 $ 46,692 Unbilled revenue 28,896 20,555 Other 14 914 Total accounts receivable 86,470 68,161 Allowance for doubtful accounts (1,232 ) (1,338 ) Total accounts receivable, net $ 85,238 $ 66,823 September 30, 2018 December 31, 2017 Inventories: Finished goods and purchased products $ 2,930 $ 2,211 Work in process 2,618 4,096 Raw materials 995 939 Total inventories $ 6,543 $ 7,246 Estimated Useful Life (in years) September 30, 2018 December 31, 2017 Property, plant and equipment, net: Land $ 47,452 $ 40,567 Accommodations assets 3 — 15 1,723,641 1,658,867 Buildings and leasehold improvements 5 — 20 25,721 24,181 Machinery and equipment 4 — 15 10,422 8,848 Office furniture and equipment 3 — 7 54,826 53,688 Vehicles 3 — 5 14,513 13,869 Construction in progress 5,179 2,770 Total property, plant and equipment 1,881,754 1,802,790 Accumulated depreciation (1,173,299 ) (1,108,957 ) Total property, plant and equipment, net $ 708,455 $ 693,833 September 30, 2018 December 31, 2017 Accrued liabilities: Accrued compensation $ 17,753 $ 20,424 Accrued taxes, other than income taxes 2,027 1,224 Accrued interest 24 15 Other 253 545 Total accrued liabilities $ 20,057 $ 22,208 |
Impairment Charges
Impairment Charges | 9 Months Ended |
Sep. 30, 2018 | |
Asset Impairment Charges [Abstract] | |
Impairment Charges | IMPAIRMENT CHARGES Quarter ended March 31, 2018 . During the first quarter of 2018, we identified an indicator that certain assets used in the Canadian oil sands may be impaired due to market developments, including expected customer commitments, occurring in the first quarter of 2018. For purposes of our impairment assessment, we separated two lodges that were previously treated as a single asset group due to the lodges no longer being used together to generate joint cash flows. We assessed the carrying value of the asset group to determine if it continued to be recoverable based on estimated future cash flows. Based on the assessment, the carrying value was determined to not be fully recoverable, and we proceeded to compare the estimated fair value of the asset group to its respective carrying value. Accordingly, the value of a Canadian lodge was written down to its estimated fair value of zero . As a result of the analysis described above, we recorded an impairment expense of $28.7 million . Quarter ended September 30, 2017. During the third quarter of 2017, we made the decision to vacate an open camp facility in Canada and relocated the assets to a newly awarded contract for a Canadian mobile camp. We assessed the carrying value of the remaining assets to determine if they continued to be recoverable based on their estimated future cash flows. Based on the assessment, the carrying values of certain leasehold improvements were determined to not be fully recoverable, and we proceeded to compare the estimated fair value of those assets to their respective carrying values. Accordingly, the value of the remaining leasehold improvements was written down to their fair value of zero . As a result of the analysis described above, we recorded an impairment expense of $3.2 million associated with our leased properties in Canada. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS Noralta Description of Transaction . On April 2, 2018, we acquired the equity of Noralta Lodge Ltd. (Noralta), located in Alberta, Canada (the Noralta Acquisition). The total consideration, which is subject to adjustment in accordance with the terms of the definitive agreement, included (i) C $207.7 million (or approximately US $161.2 million ) in cash, of which C $43.5 million is held in escrow by Alliance Trust Company (the Escrow Agent) to cover purchase price adjustments related to any closing date working capital shortfall and to support the sellers’ indemnification obligations under the definitive agreement and certain obligations of the sellers to compensate us for certain increased employee compensation costs that are expected to be incurred as a result of the recent union certification of certain classes of Noralta employees, (ii) 32.8 million of our common shares, of which (a) 13.5 million shares are held in escrow by the Escrow Agent and will be released based on certain conditions related to Noralta customer contracts remaining in place and (b) 2.4 million shares are held in escrow by the Escrow Agent and will be released based on the employee compensation cost increases described above, and (iii) 9,679 Class A Series 1 Preferred Shares (the Preferred Shares) with an initial liquidation preference of $96.8 million , of which 692 shares are held in escrow by the Escrow Agent and will be released based on the employee compensation cost increases described above. As a result of the Noralta Acquisition, we expanded our existing accommodations business in the Canadian oil sands market. We funded the cash consideration with cash on hand and borrowings under the Amended Credit Agreement (as defined in Note 11). During the third quarter 2018, $3.6 million in cash was released to us from escrow to cover purchase price adjustments related to a working capital shortfall at closing. The Noralta Acquisition was accounted for in accordance with the acquisition method of accounting for business combinations and, accordingly, the results of operations of Noralta were reported in our financial statements as part of our Canadian reportable business segment beginning on April 2, 2018, the date of acquisition. During the three and nine months ended September 30, 2018, we recorded approximately $31.1 million and $63.1 million of revenue and $12.2 million and $25.6 million of gross margin, respectively, in the accompanying unaudited consolidated statements of operations related to the Noralta Acquisition. Calculation of Purchase Consideration . The total purchase consideration received by the Noralta shareholders was based on the cash consideration and fair value of our common shares and Preferred Shares issued on April 2, 2018. The purchase consideration below reflects the fair value of common shares issued, which is based on the closing price on March 29, 2018 (the last business day prior to April 2, 2018) of our common shares of $3.77 per share and the estimated fair value of Preferred Shares issued, which are valued at 61% of the initial liquidation preference of the Preferred Shares of $96.79 million . A portion of the consideration paid, $11.6 million cash, 2.4 million common shares and 692 Preferred Shares, is currently being held in escrow to support certain obligations of the sellers to compensate us for certain increased employee compensation costs that are expected to be incurred as a result of the recent union certification of certain classes of Noralta employees. As of April 2, 2018, we expected the escrowed amounts to be released to us within 12 months, and therefore, a receivable of $11.6 million related to the cash expected to be released has been established. Additionally, no fair value has been allocated to such common shares or Preferred Shares portion of the consideration. The purchase consideration and estimated fair value of Noralta’s net assets acquired as of April 2, 2018 is presented as follows: (In thousands, except per share data) Common shares issued 32,791 Common share price as of March 29, 2018 $ 3.77 Common share consideration $ 123,622 Cash consideration (1) 157,539 Preferred Share consideration 59,042 Total purchase consideration $ 340,203 Less: Common shares held in escrow, expected to be released to Civeo (8,825 ) Less: Cash held in escrow, expected to be released to Civeo (11,607 ) Less: Preferred Shares held in escrow, expected to be released to Civeo (4,221 ) Total purchase consideration $ 315,550 (1) Net of $3.6 million in cash released to us to cover purchase price adjustments related to a working capital shortfall at closing. At the time the Preferred Shares were issued, we determined that a beneficial conversion feature existed because the fair value of the securities into which the Preferred Shares were convertible was greater than the effective conversion price on the issuance date. Accordingly, we recorded a beneficial conversion feature of $47.8 million . The beneficial conversion feature was recorded as an increase to additional paid-in capital with the offset recorded as a discount on the Preferred Shares. For further discussion of the Preferred Shares, including dividends on the Preferred Shares, please see Note 12 – Preferred Shares. Purchase Price Allocation. The application of purchase accounting under ASC 805 requires that the total purchase price be allocated to the fair value of assets acquired and liabilities assumed based on their fair values at April 2, 2018, with amounts exceeding the fair values being recorded as goodwill. The allocation process requires an analysis of acquired fixed assets, contracts, and contingencies to identify and record the fair value of all assets acquired and liabilities assumed. Our allocation of the purchase price to specific assets and liabilities is based, in part, upon outside appraisals using customary valuation procedures and techniques. The purchase price allocation is preliminary, as we are finalizing our valuation of tangible and intangible assets acquired. We expect to complete our purchase price allocation by the end of 2018. However, the differences between the final and preliminary purchase price allocations, if any, are not expected to have a material effect on our financial position or results of operations. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at April 2, 2018 (in thousands): Cash and cash equivalents $ 24 Accounts receivable (1) 21,456 Inventories 839 Other current assets 4,131 Property, plant and equipment 132,966 Goodwill 119,972 Intangible assets 114,383 Total assets acquired 393,771 Accounts payable and accrued liabilities 15,032 Income taxes payable 1,038 Other current liabilities 2,027 Deferred income taxes 53,066 Other noncurrent liabilities 7,058 Total liabilities assumed 78,221 Net assets acquired $ 315,550 (1) The aggregate fair value of the acquired accounts receivable approximated the aggregate gross contractual amount. Goodwill has been recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired. The goodwill is primarily attributable to synergies expected to arise from the Noralta Acquisition. The goodwill is not expected to be deductible for tax purposes. The fair value of the assets acquired and liabilities assumed were determined using income, market and cost valuation methodologies. The fair value measurements were estimated using significant inputs that are not observable in the market and thus represent a Level 3 measurement. Fair values of property, plant and equipment, excluding land, were determined using the cost approach. The cost approach estimates value by determining the current cost of replacing an asset with another of equivalent economic utility. The cost to replace a given asset reflects the estimated reproduction or replacement cost for the asset, less an allowance for loss in value due to depreciation. Fair values of land were determined using the market approach. The market approach is a valuation technique that uses prices and other relevant information generated by market transactions involving identical or comparable assets. The income approach was used to value the intangible assets, consisting primarily of customer contracts, trade name and favorable/unfavorable lease contracts. The income approach indicates value for an asset or liability based on present value of cash flows projected to be generated over the remaining economic life of the asset or liability being measured. Projected cash flows are discounted at a required market rate of return that reflects the relative risk of achieving the cash flows and the time value of money. The purchase price allocation to the identifiable intangible assets and liabilities is as follows (in thousands): Fair Value at April 2, 2018 Amortizable Intangible Assets Trade name $ 1,474 Contracts 110,413 Favorable lease contract 2,496 Total amortizable intangible assets $ 114,383 Amortizable Intangible Liabilities Unfavorable lease contracts $ 2,456 Total amortizable intangible liabilities $ 2,456 Net intangible assets $ 111,927 The contracts acquired consist of accommodations contracts with two major investment grade oil sands producers which are subject to amortization over an estimated useful life of 20 years at the time of acquisition. The trade name was assigned to Noralta’s name recognition with an estimated useful life of 9 months at the time of acquisition. The favorable/unfavorable intangible contracts are related to leases that will be amortized over the remaining lease terms, which range from 3.8 years to 9.3 years at the time of acquisition. The unfavorable contracts are included in other noncurrent liabilities in the accompanying unaudited consolidated balance sheet. Supplemental Pro Forma Financial Information. The following unaudited pro forma supplemental financial information presents the consolidated results of operations of the Company and Noralta as if the Noralta Acquisition had occurred on January 1, 2017. We have adjusted historical financial information to give effect to pro forma items that are directly attributable to the Noralta Acquisition and are expected to have a continuing impact on the consolidated results. These items include adjustments to record the incremental amortization and depreciation expense related to the increase in fair values of the acquired assets, interest expense related to borrowings under the Amended Credit Agreement to fund the Noralta Acquisition and to reclassify certain items to conform to our financial reporting presentation. However, pro forma results do not include any anticipated cost savings or other effects of the planned integration of Noralta. The unaudited pro forma results do not purport to be indicative of the results of operations had the transaction occurred on the date indicated or of future results for the combined entities (in thousands, except per share data): Three Months Ended September 30, (Unaudited) Nine Months Ended September 30, (Unaudited) (Actual) (Pro forma) (Pro forma) (Pro forma) 2018 2017 2018 2017 Revenues $ 120,491 $ 128,663 $ 386,755 $ 363,774 Net loss attributable to Civeo Corporation common shareholders (14,250 ) (17,893 ) (116,096 ) (45,096 ) Basic net loss per share attributable to Civeo Corporation common shareholders $ (0.09 ) $ (0.11 ) $ (0.75 ) $ (0.28 ) Diluted net loss per share attributable to Civeo Corporation common shareholders $ (0.09 ) $ (0.11 ) $ (0.75 ) $ (0.28 ) Included in the pro forma results above are certain adjustments due to the following: (i) increases in depreciation and amortization expense due to acquired intangibles and the increased recorded value of property, plant and equipment, and (ii) increases in interest expense due to additional credit facility borrowings to fund the Noralta Acquisition, and (iii) decreases due to the exclusion of transaction costs. Transaction Costs. During the three months ended September 30, 2018 , we recognized $0.5 million of costs in connection with the Noralta Acquisition that are included in Service and other costs ( $0.2 million ) and Selling, general and administrative (SG&A) expenses ( $0.3 million ), respectively. During the nine months ended September 30, 2018 , we recognized $7.0 million of costs in connection with the Noralta Acquisition that are included in Service and other costs ( $0.3 million ) and SG&A expenses ( $6.7 million ). Acadian Acres On February 28, 2018, we acquired the assets of Lakeland, L.L.C. (Lakeland), located near Lake Charles, Louisiana, for total consideration of $28.0 million , composed of $23.5 million in cash and $4.5 million of our common shares. The asset purchase agreement also includes potential future earn-out payments through December 2020 of up to 1.2 million Civeo common shares, based upon satisfaction of certain future revenue targets. The acquisition included a 400 room accommodations facility, 40 acres of land and related assets. We funded the cash consideration with cash on hand. Lakeland’s operations are reported as a new open camp location, Acadian Acres, in our U.S. reportable business segment. Intangible assets acquired in the Acadian Acres acquisition totaled $8.2 million and consisted of a customer contract. The customer contract intangible is being amortized over the remaining contract term, which was 16 months at the time of acquisition. This acquisition was accounted for as an asset acquisition based on the principles described in ASC 805, which provides a screen to determine when a set of transferred assets is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similarly identifiable assets, the set of transferred assets is not a business. Accordingly, we allocated the excess consideration over the fair value of the assets acquired to the acquired assets, pro rata, on the basis of relative fair values to increase the related assets acquired. |
Assets Held for Sale
Assets Held for Sale | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held for Sale | ASSETS HELD FOR SALE During the fourth quarter of 2017, we made the decision to dispose of our modular construction and manufacturing plant near Edmonton, Alberta, Canada due to changing geographic and market needs. Accordingly, the facility met the criteria of held for sale. Its estimated fair value less the cost to sell exceeded its carrying value. Additionally, we have discontinued depreciation of the facility. Depreciation expense related to the facility totaled approximately $0.1 million and $0.4 million during the three and nine months ended September 30, 2017 , respectively. The facility is part of our Canadian reportable business segment. Certain undeveloped land positions in the British Columbia LNG market in our Canadian segment previously met the criteria of held for sale. These assets were recorded at the estimated fair value less costs to sell of approximately $4.2 million . In addition, as a result of the Noralta Acquisition, Noralta’s corporate offices located in Nisku, Alberta, Canada were closed and are being held for sale. The related assets are recorded at the estimated fair value less costs to sell of approximately $3.3 million and was the same value used in the purchase price allocation. The following table summarizes the carrying amount as of September 30, 2018 and December 31, 2017 of the major classes of assets from the modular construction and manufacturing plant, undeveloped land positions and Noralta’s corporate offices we classified as held for sale (in thousands): September 30, 2018 December 31, 2017 Assets held for sale: Property, plant and equipment, net $ 12,318 $ 9,418 Inventories — 44 Total assets held for sale $ 12,318 $ 9,462 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | GOODWILL AND OTHER INTANGIBLE ASSETS Changes in the carrying amount of goodwill from December 31, 2017 to September 30, 2018 are as follows (in thousands): Canadian Australian U.S. Total Balance as of December 31, 2017 $ — $ — $ — $ — Noralta Acquisition (1) 119,972 — — 119,972 Foreign currency translation (528 ) — — (528 ) Balance as of September 30, 2018 $ 119,444 $ — $ — $ 119,444 (1) Please see Note 7 – Acquisitions for further information. The following table presents the total amount of other intangible assets and the related accumulated amortization for major intangible asset classes as of September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortizable Intangible Assets Customer relationships $ 42,606 $ (34,587 ) $ 45,209 $ (33,997 ) Trade name 1,468 (971 ) — — Contracts / agreements 153,588 (33,983 ) 38,362 (26,853 ) Favorable lease contract 2,485 (139 ) — — Noncompete agreements 675 (675 ) 675 (675 ) Total amortizable intangible assets $ 200,822 $ (70,355 ) $ 84,246 $ (61,525 ) Indefinite-Lived Intangible Assets Not Subject to Amortization Licenses 30 — 32 — Total indefinite-lived intangible assets 30 — 32 — Total intangible assets $ 200,852 $ (70,355 ) $ 84,278 $ (61,525 ) The weighted average remaining amortization period for all intangible assets, other than indefinite-lived intangibles, was 16.5 years as of September 30, 2018 and 3.1 years as of December 31, 2017 . Please see Note 7 – Acquisitions for further information. As of September 30, 2018 , the estimated remaining amortization of our amortizable intangible assets was as follows (in thousands): Year Ending December 31, 2018 (remainder of the year) $ 5,156 2019 15,676 2020 12,714 2021 5,948 2022 5,948 Thereafter 85,025 Total $ 130,467 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE The calculation of earnings per share attributable to Civeo is presented below for the periods indicated (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Basic Loss per Share Net loss attributable to Civeo common shareholders $ (14,250 ) $ (22,331 ) $ (118,028 ) $ (58,134 ) Less: undistributed net income to participating securities — — — — Net loss attributable to Civeo common shareholders - basic $ (14,250 ) $ (22,331 ) $ (118,028 ) $ (58,134 ) Weighted average common shares outstanding - basic 165,855 130,889 154,411 127,512 Basic loss per share $ (0.09 ) $ (0.17 ) $ (0.76 ) $ (0.46 ) Diluted Loss per Share Net loss attributable to Civeo common shareholders - basic $ (14,250 ) $ (22,331 ) $ (118,028 ) $ (58,134 ) Less: undistributed net income to participating securities — — — — Net loss attributable to Civeo common shareholders - diluted $ (14,250 ) $ (22,331 ) $ (118,028 ) $ (58,134 ) Weighted average common shares outstanding - basic 165,855 130,889 154,411 127,512 Effect of dilutive securities (1) — — — — Weighted average common shares outstanding - diluted 165,855 130,889 154,411 127,512 Diluted loss per share $ (0.09 ) $ (0.17 ) $ (0.76 ) $ (0.46 ) (1) 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. Accordingly, we have utilized the basic shares outstanding amount to calculate both basic and diluted loss per share for the three and nine months ended September 30, 2018 and 2017 . In the three months ended September 30, 2018 and 2017 , we excluded from the calculation 4.1 million and 2.2 million share based awards, respectively, since the effect would have been anti-dilutive. In the nine months ended September 30, 2018 and 2017 , we excluded from the calculation 3.7 million and 2.1 million share based awards, respectively, since the effect would have been anti-dilutive. In the three and nine months ended September 30, 2018 , we excluded from the calculation the impact of converting the Preferred Shares into 29.6 million common shares, since the effect would have been anti-dilutive. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | DEBT As of September 30, 2018 and December 31, 2017 , long-term debt consisted of the following (in thousands): September 30, 2018 December 31, 2017 Canadian term loan, which matures on November 30, 2020; 2.50% of aggregate principal repayable per quarter; weighted average interest rate of 5.3% for the nine-month period ended September 30, 2018 $ 270,157 $ 297,623 U.S. revolving credit facility, which matures on November 30, 2020, weighted average interest rate of 7.0% for the nine-month period ended September 30, 2018 — — Canadian revolving credit facility, which matures on November 30, 2020, weighted average interest rate of 6.0% for the nine-month period ended September 30, 2018 135,574 — Australian revolving credit facility, which matures on November 30, 2020, weighted average interest rate of 5.4% for the nine-month period ended September 30, 2018 17,347 — 423,078 297,623 Less: Unamortized debt issuance costs 2,771 3,037 Total debt 420,307 294,586 Less: Current portion of long-term debt, including unamortized debt issuance costs, net 28,146 16,596 Long-term debt, less current maturities $ 392,161 $ 277,990 We did not have any capitalized interest to net against interest expense for either of the three or nine months ended September 30, 2018 or 2017 . Amended Credit Agreement As of December 31, 2017 , our Credit Agreement, as then amended to date, provided for: (i) a $275.0 million revolving credit facility scheduled to mature on May 28, 2019, allocated as follows: (A) a $40.0 million senior secured revolving credit facility in favor of certain of our U.S. subsidiaries, as borrowers; (B) a $90.0 million senior secured revolving credit facility in favor of Civeo and certain of our Canadian subsidiaries, as borrowers; (C) a $60.0 million senior secured revolving credit facility in favor of Civeo, as borrower; and (D) a $85.0 million senior secured revolving credit facility in favor of one of our Australian subsidiaries, as borrower; and (ii) a $350.0 million term loan facility scheduled to mature on May 28, 2019 in favor of Civeo. On April 2, 2018, the Amended and Restated Syndicated Facility Agreement (the Amended Credit Agreement) became effective, which, among other things: • provided for the reduction by $35.5 million of the aggregate revolving loan commitments under the Amended Credit Agreement, to a maximum principal amount of $239.5 million , allocated as follows: (1) a $20.0 million senior secured revolving credit facility in favor of certain of our U.S. subsidiaries, as borrowers; (2) a $159.5 million senior secured revolving credit facility, after combining the commitments of the previously existing two tranches of the Canadian revolving credit facility into one tranche, in favor of Civeo and certain of our Canadian subsidiaries, as borrowers; and (3) a $60.0 million senior secured revolving credit facility in favor of one of our Australian subsidiaries, as borrower; • extended the maturity date by 18 months, from May 30, 2019 to November 30, 2020; • adjusted the maximum leverage ratio financial covenant, as follows: Period Ended Maximum Leverage Ratio September 30, 2018 4.25 : 1.00 December 31, 2018 3.75 : 1.00 March 31, 2019 & thereafter 3.50 : 1.00 ; and • provided for other technical changes and amendments to the Credit Agreement. As a result of the Amended Credit Agreement, we recognized a loss during the second quarter of 2018 of approximately $0.7 million related to unamortized debt issuance costs, which is included in Loss on extinguishment of debt on the unaudited consolidated statements of operations. On October 26, 2018, we amended the Amended Credit Agreement, which, among other things: • increased amortization on the term loan facility from 10% per annum to 12.5% per annum beginning at December 31, 2018 through maturity; • adjusted the maximum leverage ratio financial covenant, as follows: Period Ended Maximum Leverage Ratio December 31, 2018 4.50 : 1.00 March 31, 2019 4.75 : 1.00 June 30, 2019 4.50 : 1.00 September 30, 2019 4.00 : 1.00 December 31, 2019 & thereafter 3.50 : 1.00 ; and • provided for other technical changes and amendments to the Credit Agreement. U.S. dollar amounts outstanding under the facilities provided by the Amended Credit Agreement bear interest at a variable rate equal to LIBOR plus a margin of 2.25% to 4.00% , or a base rate plus 1.25% to 3.00% , in each case based on a ratio of our total leverage to EBITDA (as defined in the Amended Credit Agreement). Canadian dollar amounts outstanding bear interest at a variable rate equal to the Canadian Dollar Offered Rate plus a margin of 2.25% to 4.00% , or a base rate plus a margin of 1.25% to 3.00% , in each case based on a ratio of our consolidated total leverage to EBITDA. Australian dollar amounts outstanding under the Amended Credit Agreement bear interest at a variable rate equal to the Bank Bill Swap Bid Rate plus a margin of 2.25% to 4.00% , based on a ratio of our consolidated total leverage to EBITDA. The Amended Credit Agreement contains customary affirmative and negative covenants that, among other things, limit or restrict: (i) subsidiary 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 an interest coverage ratio, defined as the ratio of consolidated EBITDA to consolidated interest expense, of at least 3.0 to 1.0 and our maximum leverage ratio, defined as the ratio of total debt to consolidated EBITDA, of no greater than 4.25 to 1.0 (as of September 30, 2018 ). As noted above, the permitted maximum leverage ratio changes over time. Each of the factors considered in the calculations of these ratios are defined in the Amended Credit Agreement. EBITDA and consolidated interest, as defined, exclude goodwill and asset impairments, debt discount amortization, amortization of intangibles and other non-cash charges. We were in compliance with our covenants as of September 30, 2018 . Borrowings under the Amended Credit Agreement are secured by a pledge of substantially all of our assets and the assets of our subsidiaries. The obligations under the Amended Credit Agreement are guaranteed by our significant subsidiaries. As of September 30, 2018 , we have 9 lenders that are parties to the Credit Agreement, with commitments ranging from $24.9 million to $110.6 million . |
Preferred Shares
Preferred Shares | 9 Months Ended |
Sep. 30, 2018 | |
Preferred Shares | |
Preferred Shares | PREFERRED SHARES As further discussed in Note 7 – Acquisitions, on April 2, 2018, we issued 9,679 Preferred Shares as part of the Noralta Acquisition. The Preferred Shares have an initial liquidation preference of $10,000 per share. Holders of the Preferred Shares will be entitled to receive a 2% annual dividend on the liquidation preference, subject to increase to up to 3% in certain circumstances, paid quarterly in cash or, at our option, by increasing the Preferred Shares’ liquidation preference or any combination thereof. The Preferred Shares are convertible into our common shares at a conversion price of US $3.30 per Preferred Share, subject to certain anti-dilution adjustments (the Conversion Price). We have the right to elect to convert the Preferred Shares into our common shares if the 15-day volume weighted average price of our common shares is equal to or exceeds the Conversion Price. Holders of the Preferred Shares will have the right to convert the Preferred Shares into our common shares at any time after two years from the date of issuance, and the Preferred Shares mandatorily convert after five years from the date of issuance. The Preferred Shares also convert automatically into our common shares upon a change of control of Civeo. We may, at any time and from time to time, redeem any or all of the Preferred Shares for cash at the liquidation preference, plus accrued and unpaid dividends. The Preferred Shares do not have voting rights, except as statutorily required. During the three and nine months ended September 30, 2018 , we recognized preferred dividends on the Preferred Shares as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2018 2018 Deemed dividend on beneficial conversion feature at April 2, 2018 $ — $ 47,849 In-kind dividend 486 970 Deemed dividend on beneficial conversion feature related to in-kind dividend 126 281 Total preferred dividends $ 612 $ 49,100 As noted in Note 7 - Acquisitions, at the time the Preferred Shares were issued, we determined that a beneficial conversion feature existed as the fair value of the securities into which the Preferred Shares were convertible was greater than the effective conversion price on the issuance date. Accordingly, we recorded a beneficial conversion feature of $47.8 million . The beneficial conversion feature was recorded as an increase to additional paid-in capital with the offset recorded as a discount on the Preferred Shares. The increase to additional paid-in capital of the beneficial conversion feature is included in the $166.9 million increase due to issuance of shares for acquisitions on the unaudited consolidated statements of changes in shareholders’ equity. Similarly, the discount to Preferred Shares of the beneficial conversion feature is netted in the $7.0 million increase due to issuance of shares for acquisitions on the unaudited consolidated statements of changes in shareholders’ equity. As the Preferred Shares do not have a stated redemption date, the discount is required to be recognized as a dividend over the minimum period from the date of issuance through the date of earliest conversion. Because the 15-day volume weighted average price of our common shares was greater than $3.30 on April 2, 2018, the earliest conversion date was determined to be April 2, 2018. Accordingly, we recorded a deemed dividend on April 2, 2018 totaling the discount of $47.8 million . The Board of Directors elected to pay the dividend due on June 30, 2018 and September 30, 2018 , which totaled $49.44 and $50.25 per Preferred Share, respectively, through an increase in the liquidation preference rather than in cash. The paid-in-kind dividend of $0.5 million and $1.0 million is included in Preferred dividends on the unaudited consolidated statement of operations for the three and nine months ended September 30, 2018 , respectively. In addition, at the time the dividend was deemed to be paid-in-kind, the fair value of the securities into which the Preferred Shares were convertible was greater than the effective conversion price on the deemed payment date. Accordingly, we recorded a beneficial conversion feature of $0.1 million and $0.3 million for the three and nine months ended September 30, 2018 , respectively. The beneficial conversion feature was recorded as an increase to additional paid-in capital with the offset recorded as a discount on the Preferred Shares. As the Preferred Shares do not have a stated redemption date, the discount is required to be recognized as a dividend over the minimum period from the date of issuance through the date of earliest conversion. Because the 15-day volume weighted average price of our common shares was greater than $3.30 on September 30, 2018 , the earliest conversion date was determined to be September 30, 2018 . Accordingly, we recorded a deemed dividend on September 30, 2018 totaling the discount of $0.1 million . |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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 primarily in three jurisdictions, Canada, Australia and the U.S., where statutory tax rates range from 21% 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. As of September 30, 2018 , Australia and the U.S. are loss jurisdictions for tax accounting purposes, therefore Australia and the U.S. have been removed from the annual effective tax rate computation for purposes of computing the interim tax provision. Income taxes for any significant and unusual or extraordinary transactions are computed and recorded in the period in which the specific transaction occurs. As part of the acquisition of Noralta as described in Note 7 – Acquisitions, the purchase price allocation included $53 million of deferred tax liabilities in Canada. The addition of these deferred tax liabilities resulted in Canada no longer being considered a loss jurisdiction. Accordingly, a benefit of $4.9 million was recorded in the second quarter of 2018 to reverse a valuation allowance against the Canadian net deferred tax asset and Canadian pre-tax results have been included in the annual effective tax rate. Our income tax benefit for the nine months ended September 30, 2018 totaled $29.4 million , or 30.0% of pretax loss, compared to a benefit of $9.9 million , or 14.6% of pretax loss, for the nine months ended September 30, 2017 . Our effective tax rate for the nine months ended September 30, 2018 was reduced approximately 5% by the exclusion of Australia and the U.S. for purposes of computing the interim tax provision since they are considered loss jurisdictions for tax accounting purposes. This reduction was offset by an increase of approximately 5% , related to the valuation allowance release noted above. Our effective tax rate for the nine months ended September 30, 2017 was reduced approximately 13% by the exclusion of Australia and the U.S. for purposes of computing the interim tax provision since they are considered loss jurisdictions for tax accounting purposes. Our income tax benefit for the three months ended September 30, 2018 totaled $5.3 million , or 28.2% of pretax loss, compared to a benefit of $4.0 million , or 15.3% of pretax loss, for the three months ended September 30, 2017 . The difference between the effective rate in 2018 and 2017 is due to the change in the relative mix of losses between Canada, Australia and the U.S., as Australia and the U.S., for purposes of computing the interim tax provision, are considered loss jurisdictions for tax accounting purposes. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2018 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss | ACCUMULATED OTHER COMPREHENSIVE LOSS Our accumulated other comprehensive loss increased $25.6 million from $328.2 million at December 31, 2017 to $353.8 million at September 30, 2018 , as a result of foreign currency exchange rate fluctuations. Changes in other comprehensive loss during the first nine months of 2018 were primarily driven by the Australian dollar and Canadian dollar decreasing in value compared to the U.S. dollar. Excluding intercompany balances, our Canadian dollar and Australian dollar functional currency net assets totaled approximately C $0.3 billion and A $0.4 billion , respectively, at September 30, 2018 . |
Share Based Compensation
Share Based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share Based Compensation | SHARE BASED COMPENSATION Our 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 and dividend equivalents, awards of deferred shares, and share payments to our employees and non-employee directors. No more than 18.7 million Civeo common shares may be awarded under the Civeo Plan. Outstanding Awards Options. Compensation expense associated with options recognized in the three months ended September 30, 2018 and 2017 totaled zero and less than $0.1 million , respectively. Compensation expense associated with options recognized in the nine months ended September 30, 2018 and 2017 totaled less than $0.1 million during both periods. At September 30, 2018 , unrecognized compensation cost related to options was zero . Restricted Share / Deferred Share Awards. On February 20, 2018, we granted 2,018,990 restricted share awards and deferred share awards under the Civeo Plan, which vest in three equal annual installments beginning on February 20, 2019. On May 10, 2018, we granted 265,153 restricted share awards to our outside directors, which vest in their entirety on May 10, 2019. Compensation expense associated with restricted share awards and deferred share awards recognized in the three months ended September 30, 2018 and 2017 totaled $1.6 million and $0.9 million , respectively. Compensation expense associated with restricted share awards and deferred share awards recognized in the nine months ended September 30, 2018 and 2017 totaled $4.4 million and $3.2 million , respectively. The total fair value of restricted share awards and deferred share awards that vested during the three months ended September 30, 2018 and 2017 was de minimis. The total fair value of restricted share awards and deferred share awards that vested during the nine months ended September 30, 2018 and 2017 was $3.4 million and $2.4 million , respectively. At September 30, 2018 , unrecognized compensation cost related to restricted share awards and deferred share awards was $9.8 million , which is expected to be recognized over a weighted average period of 1.9 years . Phantom Share Awards. During the three months ended September 30, 2018 and 2017 , we recognized compensation expense associated with phantom shares totaling $2.1 million and $2.4 million , respectively. During the nine months ended September 30, 2018 and 2017 , we recognized compensation expense associated with phantom shares totaling $8.2 million and $6.6 million , respectively. At September 30, 2018 , unrecognized compensation cost related to phantom shares was $4.3 million , as remeasured at September 30, 2018 , which is expected to be recognized over a weighted average period of 0.7 years . Performance Awards. On February 20, 2018, we granted 848,830 performance awards under the Civeo Plan, which cliff vest in three years on February 20, 2021. These awards will be earned in amounts between 0% and 200% of the participant’s target performance share award, based on the payout percentage associated with Civeo’s relative total shareholder return rank among a peer group that includes 17 other companies. During the three months ended September 30, 2018 and 2017 , we recognized compensation expense associated with performance awards totaling $1.2 million and $0.8 million , respectively. During the nine months ended September 30, 2018 and 2017 , we recognized compensation expense associated with performance awards totaling $3.4 million and $2.3 million , respectively. At September 30, 2018 , unrecognized compensation cost related to performance shares was $6.2 million , which is expected to be recognized over a weighted average period of 1.8 years . |
Segment and Related Information
Segment and Related Information | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment and Related Information | 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 U.S., which represent our strategic focus on workforce accommodations. Financial information by business segment for each of the three and nine months ended September 30, 2018 and 2017 is summarized in the following table (in thousands): Total Revenues Depreciation and amortization Operating income (loss) Capital expenditures Total assets Three months ended September 30, 2018 Canada $ 76,753 $ 19,198 $ (7,129 ) $ 1,198 $ 870,701 Australia 31,090 8,842 472 958 301,340 United States 12,648 3,015 (1,349 ) 270 58,574 Corporate and eliminations — 3,413 (4,889 ) 297 (131,979 ) Total $ 120,491 $ 34,468 $ (12,895 ) $ 2,723 $ 1,098,636 Three months ended September 30, 2017 Canada $ 63,832 $ 18,402 $ (11,691 ) $ 679 $ 579,593 Australia 27,541 11,561 (3,667 ) 756 391,520 United States 6,116 1,165 (3,941 ) 422 31,161 Corporate and eliminations — 1,572 (2,045 ) 126 (72,524 ) Total $ 97,489 $ 32,700 $ (21,344 ) $ 1,983 $ 929,750 Nine months ended September 30, 2018 Canada $ 226,661 $ 54,954 $ (53,777 ) $ 3,679 $ 870,701 Australia 89,542 30,608 (3,793 ) 2,028 301,340 United States 35,969 7,482 (6,445 ) 2,168 58,574 Corporate and eliminations — 6,458 (16,896 ) 791 (131,979 ) Total $ 352,172 $ 99,502 $ (80,911 ) $ 8,666 $ 1,098,636 Nine months ended September 30, 2017 Canada $ 182,006 $ 54,374 $ (26,283 ) $ 2,195 $ 579,593 Australia 83,164 34,614 (8,284 ) 2,211 391,520 United States 15,758 3,549 (10,347 ) 1,058 31,161 Corporate and eliminations — 4,546 (7,529 ) 2,556 (72,524 ) Total $ 280,928 $ 97,083 $ (52,443 ) $ 8,020 $ 929,750 |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Event | SUBSEQUENT EVENT On October 26, 2018, we amended our Amended Credit Agreement. Please see Note 11 - Debt for further information. |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements New Accounting Pronouncments and Changes in Accounting Principles (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements, Policy | 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. In January 2017, the FASB issued Accounting Standards Update (ASU) 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” which changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. ASU 2017-01 requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not a business. The standard is effective for interim and annual reporting periods beginning after December 15, 2017. Effective with our quarterly report on Form 10-Q for the quarter ended March 31, 2018, we have adopted this standard effective January 1, 2018. In January 2017, the FASB issued ASU 2017-04, "Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment." The standard simplifies the accounting for goodwill impairment by requiring a goodwill impairment to be measured using a single step impairment model, whereby the impairment equals the difference between the carrying amount and the fair value of the specified reporting units in their entirety. This eliminates the second step of the current impairment model that requires companies to first estimate the fair value of all assets in a reporting unit and measure impairments based on those fair values and a residual measurement approach. It also specifies that any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective prospectively for public business entities for annual reporting periods beginning after December 15, 2019, and early adoption is permitted. We will adopt this new standard no later than January 1, 2020. The impact of the new standard will be dependent on the specific facts and circumstances of future individual goodwill impairments, if any. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” (ASU 2016-13). This new standard changes how companies will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. ASU 2016-13 is effective for financial statements issued for reporting periods beginning after December 15, 2019 and interim periods within the reporting periods. We are currently evaluating the impact of this new standard on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842), which replaces the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize a lease liability and a right-of-use asset for all leases with terms longer than 12 months. The guidance is effective for financial statements issued for reporting periods beginning after December 15, 2018 and interim periods within the reporting periods. We anticipate adopting ASU 2016-02 and all related amendments as of January 1, 2019 and will elect the new optional transition method, which allows us to recognize a cumulative-effect adjustment to the opening balance of retained earnings as of the adoption date. We have determined that certain of our accommodation contracts could contain a lease component and will elect the new practical expedient for lessors, when certain criteria are met, which allows us to combine the lease and non-lease components of revenues for presentation purposes. We are currently evaluating the impact of this new standard on our consolidated financial statements. We have finalized our implementation plan and are in the process of analyzing our lease portfolio. This evaluation process includes reviewing all forms of leases, performing a completeness assessment over the lease population and analyzing the available practical expedients in order to determine the best implementation strategy. We expect the adoption of this new standard will result in an increase on our consolidated balance sheet for right-of-use assets and corresponding lease liabilities. In May 2014, the FASB issued ASU 2014-09 establishing Accounting Standards Codification (ASC) Topic 606, “Revenue from Contracts with Customers” (ASC 606). ASC 606 establishes a comprehensive new revenue recognition model designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the entity expects to be entitled to receive in exchange for those goods or services and requires significantly enhanced revenue disclosures. The standard is effective for annual and interim reporting periods beginning after December 15, 2017. Effective with our quarterly report on Form 10-Q for the quarter ended March 31, 2018, we have adopted this standard effective January 1, 2018 using the modified retrospective method as applied to customer contracts that were not completed as of January 1, 2018. As a result, financial information for reporting periods beginning after January 1, 2018 is presented under ASC 606, while comparative financial information has not been adjusted and continues to be reported in accordance with the Company’s historical accounting policy for revenue recognition prior to the adoption of ASC 606. Upon adoption of this standard, we recognized a cumulative effect adjustment of $0.4 million to accumulated deficit in the accompanying unaudited consolidated balance sheet as of September 30, 2018 . We expect the impact of the adoption of the new standard to be immaterial to our consolidated financial statements on an ongoing basis. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Revenues [Abstract] | |
Disaggregation of Revenue | The following table disaggregates our revenue by our three reportable segments: Canada, Australia and U.S., and major categories for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Canada Accommodation revenues $ 72,991 $ 60,018 $ 204,258 $ 169,885 Mobile facility rental revenues 135 579 9,283 1,381 Catering and other services revenues 3,627 3,037 11,082 9,126 Manufacturing revenues — 198 2,038 1,614 Total Canada revenues 76,753 63,832 226,661 182,006 Australia Accommodation revenues $ 30,679 $ 27,541 $ 88,343 $ 83,164 Catering and other services revenues 411 — 1,199 — Total Australia revenues 31,090 27,541 89,542 83,164 United States Accommodation revenues $ 5,010 $ 2,619 $ 13,353 $ 7,163 Mobile facility rental revenues 6,256 2,388 14,366 5,505 Manufacturing revenues 1,330 1,061 8,123 2,968 Catering and other services revenues 52 48 127 122 Total United States revenues 12,648 6,116 35,969 15,758 Total revenues $ 120,491 $ 97,489 $ 352,172 $ 280,928 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | As of September 30, 2018 , 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 (in thousands): For the years ending December 31, 2018 2019 2020 Thereafter Total Revenue expected to be recognized as of September 30, 2018 $ 34,880 $ 89,755 $ 46,698 $ 1,802 $ 173,135 |
Details of Selected Balance S_2
Details of Selected Balance Sheet Accounts (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Accounts Receivable | Additional information regarding selected balance sheet accounts at September 30, 2018 and December 31, 2017 is presented below (in thousands): September 30, 2018 December 31, 2017 Accounts receivable, net: Trade $ 57,560 $ 46,692 Unbilled revenue 28,896 20,555 Other 14 914 Total accounts receivable 86,470 68,161 Allowance for doubtful accounts (1,232 ) (1,338 ) Total accounts receivable, net $ 85,238 $ 66,823 |
Schedule of Inventories | September 30, 2018 December 31, 2017 Inventories: Finished goods and purchased products $ 2,930 $ 2,211 Work in process 2,618 4,096 Raw materials 995 939 Total inventories $ 6,543 $ 7,246 |
Property, Plant and Equipment | Estimated Useful Life (in years) September 30, 2018 December 31, 2017 Property, plant and equipment, net: Land $ 47,452 $ 40,567 Accommodations assets 3 — 15 1,723,641 1,658,867 Buildings and leasehold improvements 5 — 20 25,721 24,181 Machinery and equipment 4 — 15 10,422 8,848 Office furniture and equipment 3 — 7 54,826 53,688 Vehicles 3 — 5 14,513 13,869 Construction in progress 5,179 2,770 Total property, plant and equipment 1,881,754 1,802,790 Accumulated depreciation (1,173,299 ) (1,108,957 ) Total property, plant and equipment, net $ 708,455 $ 693,833 |
Schedule of Accrued Liabilities | September 30, 2018 December 31, 2017 Accrued liabilities: Accrued compensation $ 17,753 $ 20,424 Accrued taxes, other than income taxes 2,027 1,224 Accrued interest 24 15 Other 253 545 Total accrued liabilities $ 20,057 $ 22,208 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The purchase consideration and estimated fair value of Noralta’s net assets acquired as of April 2, 2018 is presented as follows: (In thousands, except per share data) Common shares issued 32,791 Common share price as of March 29, 2018 $ 3.77 Common share consideration $ 123,622 Cash consideration (1) 157,539 Preferred Share consideration 59,042 Total purchase consideration $ 340,203 Less: Common shares held in escrow, expected to be released to Civeo (8,825 ) Less: Cash held in escrow, expected to be released to Civeo (11,607 ) Less: Preferred Shares held in escrow, expected to be released to Civeo (4,221 ) Total purchase consideration $ 315,550 (1) Net of $3.6 million in cash released to us to cover purchase price adjustments related to a working capital shortfall at closing. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at April 2, 2018 (in thousands): Cash and cash equivalents $ 24 Accounts receivable (1) 21,456 Inventories 839 Other current assets 4,131 Property, plant and equipment 132,966 Goodwill 119,972 Intangible assets 114,383 Total assets acquired 393,771 Accounts payable and accrued liabilities 15,032 Income taxes payable 1,038 Other current liabilities 2,027 Deferred income taxes 53,066 Other noncurrent liabilities 7,058 Total liabilities assumed 78,221 Net assets acquired $ 315,550 (1) The aggregate fair value of the acquired accounts receivable approximated the aggregate gross contractual amount. |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The purchase price allocation to the identifiable intangible assets and liabilities is as follows (in thousands): Fair Value at April 2, 2018 Amortizable Intangible Assets Trade name $ 1,474 Contracts 110,413 Favorable lease contract 2,496 Total amortizable intangible assets $ 114,383 Amortizable Intangible Liabilities Unfavorable lease contracts $ 2,456 Total amortizable intangible liabilities $ 2,456 Net intangible assets $ 111,927 |
Business Acquisition, Pro Forma Information | The unaudited pro forma results do not purport to be indicative of the results of operations had the transaction occurred on the date indicated or of future results for the combined entities (in thousands, except per share data): Three Months Ended September 30, (Unaudited) Nine Months Ended September 30, (Unaudited) (Actual) (Pro forma) (Pro forma) (Pro forma) 2018 2017 2018 2017 Revenues $ 120,491 $ 128,663 $ 386,755 $ 363,774 Net loss attributable to Civeo Corporation common shareholders (14,250 ) (17,893 ) (116,096 ) (45,096 ) Basic net loss per share attributable to Civeo Corporation common shareholders $ (0.09 ) $ (0.11 ) $ (0.75 ) $ (0.28 ) Diluted net loss per share attributable to Civeo Corporation common shareholders $ (0.09 ) $ (0.11 ) $ (0.75 ) $ (0.28 ) |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following table summarizes the carrying amount as of September 30, 2018 and December 31, 2017 of the major classes of assets from the modular construction and manufacturing plant, undeveloped land positions and Noralta’s corporate offices we classified as held for sale (in thousands): September 30, 2018 December 31, 2017 Assets held for sale: Property, plant and equipment, net $ 12,318 $ 9,418 Inventories — 44 Total assets held for sale $ 12,318 $ 9,462 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill from December 31, 2017 to September 30, 2018 are as follows (in thousands): Canadian Australian U.S. Total Balance as of December 31, 2017 $ — $ — $ — $ — Noralta Acquisition (1) 119,972 — — 119,972 Foreign currency translation (528 ) — — (528 ) Balance as of September 30, 2018 $ 119,444 $ — $ — $ 119,444 (1) Please see Note 7 – Acquisitions for further information. |
Schedule of Indefinite-Lived Intangible Assets | The following table presents the total amount of other intangible assets and the related accumulated amortization for major intangible asset classes as of September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortizable Intangible Assets Customer relationships $ 42,606 $ (34,587 ) $ 45,209 $ (33,997 ) Trade name 1,468 (971 ) — — Contracts / agreements 153,588 (33,983 ) 38,362 (26,853 ) Favorable lease contract 2,485 (139 ) — — Noncompete agreements 675 (675 ) 675 (675 ) Total amortizable intangible assets $ 200,822 $ (70,355 ) $ 84,246 $ (61,525 ) Indefinite-Lived Intangible Assets Not Subject to Amortization Licenses 30 — 32 — Total indefinite-lived intangible assets 30 — 32 — Total intangible assets $ 200,852 $ (70,355 ) $ 84,278 $ (61,525 ) |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of September 30, 2018 , the estimated remaining amortization of our amortizable intangible assets was as follows (in thousands): Year Ending December 31, 2018 (remainder of the year) $ 5,156 2019 15,676 2020 12,714 2021 5,948 2022 5,948 Thereafter 85,025 Total $ 130,467 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The calculation of earnings per share attributable to Civeo is presented below for the periods indicated (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Basic Loss per Share Net loss attributable to Civeo common shareholders $ (14,250 ) $ (22,331 ) $ (118,028 ) $ (58,134 ) Less: undistributed net income to participating securities — — — — Net loss attributable to Civeo common shareholders - basic $ (14,250 ) $ (22,331 ) $ (118,028 ) $ (58,134 ) Weighted average common shares outstanding - basic 165,855 130,889 154,411 127,512 Basic loss per share $ (0.09 ) $ (0.17 ) $ (0.76 ) $ (0.46 ) Diluted Loss per Share Net loss attributable to Civeo common shareholders - basic $ (14,250 ) $ (22,331 ) $ (118,028 ) $ (58,134 ) Less: undistributed net income to participating securities — — — — Net loss attributable to Civeo common shareholders - diluted $ (14,250 ) $ (22,331 ) $ (118,028 ) $ (58,134 ) Weighted average common shares outstanding - basic 165,855 130,889 154,411 127,512 Effect of dilutive securities (1) — — — — Weighted average common shares outstanding - diluted 165,855 130,889 154,411 127,512 Diluted loss per share $ (0.09 ) $ (0.17 ) $ (0.76 ) $ (0.46 ) (1) 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. Accordingly, we have utilized the basic shares outstanding amount to calculate both basic and diluted loss per share for the three and nine months ended September 30, 2018 and 2017 . In the three months ended September 30, 2018 and 2017 , we excluded from the calculation 4.1 million and 2.2 million share based awards, respectively, since the effect would have been anti-dilutive. In the nine months ended September 30, 2018 and 2017 , we excluded from the calculation 3.7 million and 2.1 million share based awards, respectively, since the effect would have been anti-dilutive. In the three and nine months ended September 30, 2018 , we excluded from the calculation the impact of converting the Preferred Shares into 29.6 million common shares, since the effect would have been anti-dilutive. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | As of September 30, 2018 and December 31, 2017 , long-term debt consisted of the following (in thousands): September 30, 2018 December 31, 2017 Canadian term loan, which matures on November 30, 2020; 2.50% of aggregate principal repayable per quarter; weighted average interest rate of 5.3% for the nine-month period ended September 30, 2018 $ 270,157 $ 297,623 U.S. revolving credit facility, which matures on November 30, 2020, weighted average interest rate of 7.0% for the nine-month period ended September 30, 2018 — — Canadian revolving credit facility, which matures on November 30, 2020, weighted average interest rate of 6.0% for the nine-month period ended September 30, 2018 135,574 — Australian revolving credit facility, which matures on November 30, 2020, weighted average interest rate of 5.4% for the nine-month period ended September 30, 2018 17,347 — 423,078 297,623 Less: Unamortized debt issuance costs 2,771 3,037 Total debt 420,307 294,586 Less: Current portion of long-term debt, including unamortized debt issuance costs, net 28,146 16,596 Long-term debt, less current maturities $ 392,161 $ 277,990 |
Schedule Of Changes In Maximum Leverage Ratio | • adjusted the maximum leverage ratio financial covenant, as follows: Period Ended Maximum Leverage Ratio December 31, 2018 4.50 : 1.00 March 31, 2019 4.75 : 1.00 June 30, 2019 4.50 : 1.00 September 30, 2019 4.00 : 1.00 December 31, 2019 & thereafter 3.50 : 1.00 • adjusted the maximum leverage ratio financial covenant, as follows: Period Ended Maximum Leverage Ratio September 30, 2018 4.25 : 1.00 December 31, 2018 3.75 : 1.00 March 31, 2019 & thereafter 3.50 : 1.00 |
Preferred Shares (Tables)
Preferred Shares (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Preferred Shares | |
Dividends Declared | During the three and nine months ended September 30, 2018 , we recognized preferred dividends on the Preferred Shares as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2018 2018 Deemed dividend on beneficial conversion feature at April 2, 2018 $ — $ 47,849 In-kind dividend 486 970 Deemed dividend on beneficial conversion feature related to in-kind dividend 126 281 Total preferred dividends $ 612 $ 49,100 |
Segment and Related Informati_2
Segment and Related Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Financial information by business segment for each of the three and nine months ended September 30, 2018 and 2017 is summarized in the following table (in thousands): Total Revenues Depreciation and amortization Operating income (loss) Capital expenditures Total assets Three months ended September 30, 2018 Canada $ 76,753 $ 19,198 $ (7,129 ) $ 1,198 $ 870,701 Australia 31,090 8,842 472 958 301,340 United States 12,648 3,015 (1,349 ) 270 58,574 Corporate and eliminations — 3,413 (4,889 ) 297 (131,979 ) Total $ 120,491 $ 34,468 $ (12,895 ) $ 2,723 $ 1,098,636 Three months ended September 30, 2017 Canada $ 63,832 $ 18,402 $ (11,691 ) $ 679 $ 579,593 Australia 27,541 11,561 (3,667 ) 756 391,520 United States 6,116 1,165 (3,941 ) 422 31,161 Corporate and eliminations — 1,572 (2,045 ) 126 (72,524 ) Total $ 97,489 $ 32,700 $ (21,344 ) $ 1,983 $ 929,750 Nine months ended September 30, 2018 Canada $ 226,661 $ 54,954 $ (53,777 ) $ 3,679 $ 870,701 Australia 89,542 30,608 (3,793 ) 2,028 301,340 United States 35,969 7,482 (6,445 ) 2,168 58,574 Corporate and eliminations — 6,458 (16,896 ) 791 (131,979 ) Total $ 352,172 $ 99,502 $ (80,911 ) $ 8,666 $ 1,098,636 Nine months ended September 30, 2017 Canada $ 182,006 $ 54,374 $ (26,283 ) $ 2,195 $ 579,593 Australia 83,164 34,614 (8,284 ) 2,211 391,520 United States 15,758 3,549 (10,347 ) 1,058 31,161 Corporate and eliminations — 4,546 (7,529 ) 2,556 (72,524 ) Total $ 280,928 $ 97,083 $ (52,443 ) $ 8,020 $ 929,750 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details Textual) | 9 Months Ended |
Sep. 30, 2018segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 3 |
Recent Accounting Pronounceme_3
Recent Accounting Pronouncements (Details Textual) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect of implementation of ASU 2014-09 | $ 394 | ||
Retained Earnings | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect of implementation of ASU 2014-09 | $ 394 | $ (636) | |
Accounting Standards Update 2014-09 [Member] | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Retained Earnings | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Cumulative effect of implementation of ASU 2014-09 | $ 400 |
Revenue (Details Textual)
Revenue (Details Textual) | 9 Months Ended |
Sep. 30, 2018segment | |
Revenues [Abstract] | |
Number of reportable segments | 3 |
Revenue, Performance Obligation, Description of Timing | Our customers typically contract for accommodation services under take-or-pay contracts with terms that most often range from several months to three years |
Revenue - Disaggregation of rev
Revenue - Disaggregation of revenue by major categories (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | $ 120,491 | $ 97,489 | $ 352,172 | $ 280,928 |
Canadian | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 76,753 | 63,832 | 226,661 | 182,006 |
Canadian | Accommodation revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 72,991 | 60,018 | 204,258 | 169,885 |
Canadian | Mobile facility rental revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 135 | 579 | 9,283 | 1,381 |
Canadian | Catering and other services revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 3,627 | 3,037 | 11,082 | 9,126 |
Canadian | Manufacturing revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 0 | 198 | 2,038 | 1,614 |
Australian | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 31,090 | 27,541 | 89,542 | 83,164 |
Australian | Accommodation revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 30,679 | 27,541 | 88,343 | 83,164 |
Australian | Catering and other services revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 411 | 0 | 1,199 | 0 |
U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 12,648 | 6,116 | 35,969 | 15,758 |
U.S. | Accommodation revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 5,010 | 2,619 | 13,353 | 7,163 |
U.S. | Mobile facility rental revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 6,256 | 2,388 | 14,366 | 5,505 |
U.S. | Catering and other services revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 52 | 48 | 127 | 122 |
U.S. | Manufacturing revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | $ 1,330 | $ 1,061 | $ 8,123 | $ 2,968 |
Revenue - Revenue related to pe
Revenue - Revenue related to performance obligations (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Revenues [Abstract] | |
Revenue expected to be recognized | $ 173,135 |
Revenue, remaining performance obligation, expected timing of satisfaction, start date [Axis]: 2018-10-01 | |
Revenues [Abstract] | |
Revenue expected to be recognized | $ 34,880 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized, period | 3 months |
Revenue, remaining performance obligation, expected timing of satisfaction, start date [Axis]: 2019-01-01 | |
Revenues [Abstract] | |
Revenue expected to be recognized | $ 89,755 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized, period | 1 year |
Revenue, remaining performance obligation, expected timing of satisfaction, start date [Axis]: 2020-01-01 | |
Revenues [Abstract] | |
Revenue expected to be recognized | $ 46,698 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized, period | 2 years |
Revenue, remaining performance obligation, expected timing of satisfaction, start date [Axis]: 2021-01-01 | |
Revenues [Abstract] | |
Revenue expected to be recognized | $ 1,802 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized, period |
Details of Selected Balance S_3
Details of Selected Balance Sheet Accounts - Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | $ 86,470 | $ 68,161 |
Allowance for doubtful accounts | (1,232) | (1,338) |
Total accounts receivable, net | 85,238 | 66,823 |
Trade | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | 57,560 | 46,692 |
Unbilled revenue | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | 28,896 | 20,555 |
Other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | $ 14 | $ 914 |
Details of Selected Balance S_4
Details of Selected Balance Sheet Accounts - Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Inventories: | ||
Finished goods and purchased products | $ 2,930 | $ 2,211 |
Work in process | 2,618 | 4,096 |
Raw materials | 995 | 939 |
Total inventories | $ 6,543 | $ 7,246 |
Details of Selected Balance S_5
Details of Selected Balance Sheet Accounts - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 1,881,754 | $ 1,802,790 |
Accumulated depreciation | (1,173,299) | (1,108,957) |
Total property, plant and equipment, net | 708,455 | 693,833 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 47,452 | 40,567 |
Accommodations assets | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 1,723,641 | 1,658,867 |
Accommodations assets | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 3 years | |
Accommodations assets | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 15 years | |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 25,721 | 24,181 |
Buildings and leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 5 years | |
Buildings and leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 20 years | |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 10,422 | 8,848 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 4 years | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 15 years | |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 54,826 | 53,688 |
Office furniture and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 3 years | |
Office furniture and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 7 years | |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 14,513 | 13,869 |
Vehicles | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 3 years | |
Vehicles | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 5 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 5,179 | $ 2,770 |
Details of Selected Balance S_6
Details of Selected Balance Sheet Accounts - Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Accrued liabilities: | ||
Accrued compensation | $ 17,753 | $ 20,424 |
Accrued taxes, other than income taxes | 2,027 | 1,224 |
Accrued interest | 24 | 15 |
Other | 253 | 545 |
Total accrued liabilities | $ 20,057 | $ 22,208 |
Impairment Charges (Details)
Impairment Charges (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, estimated fair value | $ 708,455,000 | $ 693,833,000 | ||
Canadian | Two Lodges in Southern Alberta | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, estimated fair value | $ 0 | |||
Impairment expense of long-lived assets held-for-use | $ 28,700,000 | |||
Canadian | Leasehold Improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, estimated fair value | $ 0 | |||
Impairment expense of long-lived assets to be disposed of | $ 3,200,000 |
Acquisitions (Details Textual)
Acquisitions (Details Textual) $ / shares in Units, $ in Thousands, $ in Millions | Apr. 02, 2018USD ($)shares | Apr. 02, 2018CAD ($)shares | Feb. 28, 2018USD ($)aRoomshares | Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2017 | Mar. 29, 2018USD ($)$ / shares |
Business Acquisition [Line Items] | |||||||
Cash consideration, held in escrow | $ 11,607 | ||||||
Common share price (per share) | $ / shares | $ 3.77 | ||||||
Acquisition related transaction costs | $ 500 | $ 7,000 | |||||
Intangible assets aquired, remaining amortization period | 16 years 170 days | 3 years 36 days | |||||
Service and Other Costs | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition related transaction costs | 200 | $ 300 | |||||
Selling, General and Administrative Expenses | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition related transaction costs | 300 | 6,700 | |||||
Noralta | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration | $ 161,200 | $ 207.7 | |||||
Cash consideration, held in escrow | $ 43.5 | ||||||
Shares issued (in shares) | shares | 32,791,000 | 32,791,000 | |||||
Shares issued, held in escrow, release related to Noralta customer contracts | shares | 13,500,000 | 13,500,000 | |||||
Escrow deposit disbursements | $ 3,600 | ||||||
Revenue of acquiree since acquisition date, actual | 31,100 | 63,100 | |||||
Earnings of acquiree since acquisition date, actual | $ 12,200 | $ 25,600 | |||||
Payments to acquire businesses, gross, held in escrow, released based on employee compensation costs | 11,600 | ||||||
Business acquisitions, consideration transferred, total | 315,550 | ||||||
Amortizable Intangible Assets | $ 114,383 | ||||||
Noralta | Contract-Based Intangible Assets | |||||||
Business Acquisition [Line Items] | |||||||
Amortization of intangible assets, estimated useful life | 20 years | 20 years | |||||
Amortizable Intangible Assets | $ 110,413 | ||||||
Noralta | Trade name | |||||||
Business Acquisition [Line Items] | |||||||
Amortization of intangible assets, estimated useful life | 9 months | 9 months | |||||
Amortizable Intangible Assets | $ 1,474 | ||||||
Noralta | Unfavorable Lease Contracts | Minimum | |||||||
Business Acquisition [Line Items] | |||||||
Amortization of intangible assets, estimated useful life | 3 years 292 days | 3 years 292 days | |||||
Noralta | Unfavorable Lease Contracts | Maximum | |||||||
Business Acquisition [Line Items] | |||||||
Amortization of intangible assets, estimated useful life | 9 years 109 days | 9 years 109 days | |||||
Noralta | Common Shares | |||||||
Business Acquisition [Line Items] | |||||||
Common share consideration | $ 123,622 | ||||||
Shares issued, held in escrow, release based on employee compensation cost increases | shares | 2,400,000 | 2,400,000 | |||||
Noralta | Preferred shares | |||||||
Business Acquisition [Line Items] | |||||||
Common share consideration | $ 59,042 | ||||||
Shares issued, held in escrow, release based on employee compensation cost increases | shares | 692 | 692 | |||||
Noralta | Preferred shares | Series A preferred stock | |||||||
Business Acquisition [Line Items] | |||||||
Shares issued (in shares) | shares | 9,679 | 9,679 | |||||
Shares issued, held in escrow, release based on employee compensation cost increases | shares | 692 | 692 | |||||
Beneficial conversion feature | $ 47,800 | ||||||
Noralta | Preferred shares | Class A Series 1 Preferred Stock | |||||||
Business Acquisition [Line Items] | |||||||
Liquidation preference amount, Preferred shares | 96,800 | $ 96,790 | |||||
Equity interest issued, liquidation preference, percent | 61.00% | ||||||
Beneficial conversion feature | $ 47,800 | ||||||
Lakeland | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration | $ 23,500 | ||||||
Common share consideration | $ 4,500 | ||||||
Shares issued (in shares) | shares | 1,200,000 | ||||||
Business acquisitions, consideration transferred, total | $ 28,000 | ||||||
Number of rooms | Room | 400 | ||||||
Area of land | a | 40 | ||||||
Amortizable Intangible Assets | $ 8,200 | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 16 months |
Acquisitions - Purchase conside
Acquisitions - Purchase consideration and estimated fair value (Details) $ / shares in Units, $ in Thousands, $ in Millions | Apr. 02, 2018USD ($)shares | Apr. 02, 2018CAD ($)shares | Mar. 29, 2018$ / shares |
Business Acquisition [Line Items] | |||
Common share price (per share) | $ / shares | $ 3.77 | ||
Less: Common shares held in escrow, expected to be released | $ (8,825) | ||
Less: Cash held in escrow, expected to be released | 11,607 | ||
Less: Preferred Shares held in escrow, expected to be released | (4,221) | ||
Noralta | |||
Business Acquisition [Line Items] | |||
Escrow deposit disbursements | $ 3,600 | ||
Common shares issued | shares | 32,791,000 | 32,791,000 | |
Cash consideration | $ 157,539 | ||
Total purchase consideration | 340,203 | ||
Less: Cash held in escrow, expected to be released | $ 43.5 | ||
Total purchase consideration | 315,550 | ||
Noralta | Common Shares | |||
Business Acquisition [Line Items] | |||
Common share consideration | 123,622 | ||
Noralta | Preferred shares | |||
Business Acquisition [Line Items] | |||
Common share consideration | $ 59,042 |
Acquisitions - Estimated fair v
Acquisitions - Estimated fair values of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Apr. 02, 2018 | Dec. 31, 2017 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | $ 119,444 | $ 0 | |
Noralta | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Cash and cash equivalents | $ 24 | ||
Accounts receivable | 21,456 | ||
Inventories | 839 | ||
Other current assets | 4,131 | ||
Property, plant and equipment | 132,966 | ||
Goodwill | 119,972 | ||
Intangible assets | 114,383 | ||
Total assets acquired | 393,771 | ||
Accounts payable and accrued liabilities | 15,032 | ||
Income taxes payable | 1,038 | ||
Other current liabilities | 2,027 | ||
Deferred income taxes | 53,066 | ||
Other noncurrent liabilities | 7,058 | ||
Total liabilities assumed | 78,221 | ||
Net assets acquired | $ 315,550 |
Acquisitions - Identifiable ass
Acquisitions - Identifiable assets and liabilities (Details) - USD ($) $ in Thousands | Apr. 02, 2018 | Feb. 28, 2018 |
Noralta | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Amortizable Intangible Assets | $ 114,383 | |
Amortizable Intangible Liabilities | 2,456 | |
Net intangible assets | 111,927 | |
Noralta | Unfavorable Lease Contracts | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Amortizable Intangible Liabilities | 2,456 | |
Noralta | Trade name | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Amortizable Intangible Assets | 1,474 | |
Noralta | Contract-Based Intangible Assets | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Amortizable Intangible Assets | 110,413 | |
Noralta | Favorable lease contract | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Amortizable Intangible Assets | $ 2,496 | |
Lakeland | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Amortizable Intangible Assets | $ 8,200 |
Acquisitions - Pro forma inform
Acquisitions - Pro forma information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Revenues, actual | $ 120,491 | $ 97,489 | $ 352,172 | $ 280,928 |
Net loss attributable to Civeo common shareholders | (14,250) | (22,331) | (118,028) | (58,134) |
Noralta | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Revenues, actual | 120,491 | |||
Revenues, pro forma | 128,663 | 386,755 | 363,774 | |
Net loss attributable to Civeo common shareholders | $ (14,250) | |||
Net loss attributable to common shareholders, pro forma | $ (17,893) | $ (116,096) | $ (45,096) | |
Basic net loss per share attributable to common shareholders (in dollars per share), actual | $ (0.09) | |||
Basic net loss per share attributable to common shareholders (in dollars per share), pro forma | $ (0.11) | $ (0.75) | $ (0.28) | |
Diluted net loss per share attributable to common shareholders (in dollars per share), actual | $ (0.09) | |||
Diluted net loss per share attributable to common shareholders (in dollars per share), pro forma | $ (0.11) | $ (0.75) | $ (0.28) |
Assets Held for Sale (Details T
Assets Held for Sale (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Dec. 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Assets held for sale, estimated fair value less costs of sale | $ 12,318 | $ 9,462 | ||
Modular Construction and Manufacturing Plant Near Edmonton, Alberta, Canada | Canadian | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Assets held for sale, depreciation expense | $ 100 | $ 400 | ||
Undeveloped Land Positions in the British Columbia Segment | Canadian | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Assets held for sale, estimated fair value less costs of sale | 4,200 | 4,200 | ||
Noralta | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Assets held for sale, estimated fair value less costs of sale | $ 3,300 | $ 3,300 |
Assets Held for Sale - Carrying
Assets Held for Sale - Carrying Amount of Assets Held for Sale (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Property, plant and equipment, net | $ 12,318 | $ 9,418 |
Inventories | 0 | 44 |
Total assets held for sale | $ 12,318 | $ 9,462 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Goodwill [Roll Forward] | |
December 31, 2017 | $ 0 |
Noralta Acquisition | 119,972 |
Foreign currency translation | (528) |
Balance as of September 30, 2018 | 119,444 |
Canadian | |
Goodwill [Roll Forward] | |
December 31, 2017 | 0 |
Noralta Acquisition | 119,972 |
Foreign currency translation | (528) |
Balance as of September 30, 2018 | 119,444 |
Australian | |
Goodwill [Roll Forward] | |
December 31, 2017 | 0 |
Noralta Acquisition | 0 |
Foreign currency translation | 0 |
Balance as of September 30, 2018 | 0 |
U.S. | |
Goodwill [Roll Forward] | |
December 31, 2017 | 0 |
Noralta Acquisition | 0 |
Foreign currency translation | 0 |
Balance as of September 30, 2018 | $ 0 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Schedule of Finite-Lived and Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 200,822 | $ 84,246 |
Accumulated Amortization | (70,355) | (61,525) |
Total indefinite-lived intangible assets | 30 | 32 |
Total intangible assets | $ 200,852 | $ 84,278 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 16 years 170 days | 3 years 36 days |
Licensing Agreements | ||
Schedule of Finite-Lived and Indefinite-lived Intangible Assets [Line Items] | ||
Total indefinite-lived intangible assets | $ 30 | $ 32 |
Customer relationships | ||
Schedule of Finite-Lived and Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 42,606 | 45,209 |
Accumulated Amortization | (34,587) | (33,997) |
Trade name | ||
Schedule of Finite-Lived and Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,468 | 0 |
Accumulated Amortization | (971) | 0 |
Contracts / agreements | ||
Schedule of Finite-Lived and Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 153,588 | 38,362 |
Accumulated Amortization | (33,983) | (26,853) |
Favorable lease contract | ||
Schedule of Finite-Lived and Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,485 | 0 |
Accumulated Amortization | (139) | 0 |
Noncompete agreements | ||
Schedule of Finite-Lived and Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 675 | 675 |
Accumulated Amortization | $ (675) | $ (675) |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Remaining Amortization of Intangible Assets (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2018 (remainder of the year) | $ 5,156 |
2,019 | 15,676 |
2,020 | 12,714 |
2,021 | 5,948 |
2,022 | 5,948 |
Thereafter | 85,025 |
Total | $ 130,467 |
Earnings Per Share (Details Tex
Earnings Per Share (Details Textual) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Employee stock option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 4.1 | 2.2 | 3.7 | 2.1 |
Preferred Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 29.6 | 29.6 |
Earnings Per Share - Calculatio
Earnings Per Share - Calculation of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to Civeo common shareholders | $ (14,250) | $ (22,331) | $ (118,028) | $ (58,134) |
Less: undistributed net income to participating securities | 0 | 0 | 0 | 0 |
Net loss attributable to Civeo common shareholders | $ (14,250) | $ (22,331) | $ (118,028) | $ (58,134) |
Basic loss per share (USD per share) | $ (0.09) | $ (0.17) | $ (0.76) | $ (0.46) |
Weighted average common shares outstanding - basic (in shares) | 165,855,000 | 130,889,000 | 154,411,000 | 127,512,000 |
Less: undistributed net income to participating securities | $ 0 | $ 0 | $ 0 | $ 0 |
Net loss attributable to Civeo common shareholders - diluted | $ (14,250) | $ (22,331) | $ (118,028) | $ (58,134) |
Effect of dilutive securities (in shares) | 0 | 0 | 0 | 0 |
Weighted average common shares outstanding - diluted (in shares) | 165,855,000 | 130,889,000 | 154,411,000 | 127,512,000 |
Diluted loss per share (USD per share) | $ (0.09) | $ (0.17) | $ (0.76) | $ (0.46) |
Debt - Long-term Debt (Details)
Debt - Long-term Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Less: Unamortized debt issuance costs | $ 2,771 | $ 3,037 |
Total debt | 420,307 | 294,586 |
Less: Current portion of long-term debt, including unamortized debt issuance costs, net | 28,146 | 16,596 |
Long-term debt, less current maturities | 392,161 | 277,990 |
Long-term debt, gross | 423,078 | 297,623 |
Canadian term loan, 2.50% of aggregate principal repayable per quarter; weighted average interest rate of 5.3% for the period | ||
Debt Instrument [Line Items] | ||
Canadian term loan | $ 270,157 | $ 297,623 |
Maturity date | Nov. 30, 2020 | Nov. 30, 2020 |
Term loan, interest rate | 2.50% | 2.50% |
Term loan, weighted average interest rate | 5.30% | 5.30% |
U.S. revolving credit facility, weighted average interest rate of 7.0% for the period | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | $ 0 | $ 0 |
Maturity date | Nov. 30, 2020 | |
Line of credit facility, interest rate during period | 7.00% | |
Canadian revolving credit facility, weighted average interest rate of 6.0% for the period | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | $ 135,574 | $ 0 |
Maturity date | Nov. 30, 2020 | |
Line of credit facility, interest rate during period | 6.00% | |
Australian revolving credit facility, weighted average interest rate of 5.4% for the period | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | $ 17,347 | $ 0 |
Maturity date | Nov. 30, 2020 | |
Line of credit facility, interest rate during period | 5.40% |
Debt - Amended credit agreement
Debt - Amended credit agreement (Details) | Apr. 02, 2018USD ($) | Sep. 30, 2018USD ($)Lender | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)Lender | Sep. 30, 2017USD ($) | Oct. 26, 2018 | Dec. 31, 2017USD ($) |
Line of Credit Facility [Line Items] | |||||||
Loss on extinguishment of debt, unamortized debt issuance costs | $ 0 | $ 0 | $ 748,000 | $ 842,000 | |||
Interest coverage ratio | 3 | ||||||
Maximum leverage ratio | 4.25 | 4.25 | |||||
Line of credit | London Interbank Offered Rate (LIBOR) | Minimum | United States of America, Dollars | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 2.25% | ||||||
Line of credit | London Interbank Offered Rate (LIBOR) | Maximum | United States of America, Dollars | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 4.00% | ||||||
Line of credit | Base rate | Minimum | United States of America, Dollars | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.25% | ||||||
Line of credit | Base rate | Minimum | Canada, Dollars | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.25% | ||||||
Line of credit | Base rate | Maximum | United States of America, Dollars | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 3.00% | ||||||
Line of credit | Base rate | Maximum | Canada, Dollars | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 3.00% | ||||||
Line of credit | Canadian Dealer Offered Rate (CDOR) | Minimum | Canada, Dollars | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 2.25% | ||||||
Line of credit | Canadian Dealer Offered Rate (CDOR) | Maximum | Canada, Dollars | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 4.00% | ||||||
Line of credit | Bank Bill Swap Bid Rate (BBSY) | Minimum | Australia, Dollars | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 2.25% | ||||||
Line of credit | Bank Bill Swap Bid Rate (BBSY) | Maximum | Australia, Dollars | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 4.00% | ||||||
Amended credit facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Number of lenders | Lender | 9 | 9 | |||||
Amended credit facility | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Lender commitments, within credit agreement | $ 24,900,000 | $ 24,900,000 | |||||
Amended credit facility | Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Lender commitments, within credit agreement | 110,600,000 | $ 110,600,000 | |||||
Amended credit facility | US term loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Term loan, face amount | $ 350,000,000 | ||||||
Amortization on term loan facility | 10.00% | ||||||
Revolving credit facility | Amended credit facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Revolving credit facility, maximum borrowing capacity | $ 239,500,000 | 275,000,000 | |||||
Reduction of aggregate revolving loan commitments, maximum borrowing capacity | 35,500,000 | ||||||
Revolving credit facility, U.S. subsidiaries | Amended credit facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Revolving credit facility, maximum borrowing capacity | 20,000,000 | 40,000,000 | |||||
Revolving credit facility, Canadian subsidiaries | Amended credit facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Revolving credit facility, maximum borrowing capacity | 159,500,000 | 90,000,000 | |||||
Revolving credit facility, the Company | Amended credit facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Revolving credit facility, maximum borrowing capacity | 60,000,000 | ||||||
Revolving credit facility, Australian subsidiaries | Amended credit facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Revolving credit facility, maximum borrowing capacity | $ 60,000,000 | $ 85,000,000 | |||||
Loss on extinguishment of debt, unamortized debt issuance costs | $ 700,000 | ||||||
Subsequent Event [Member] | Amended credit facility | US term loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Amortization on term loan facility | 12.50% |
Debt - Changes to Maximum Lever
Debt - Changes to Maximum Leverage Ratio (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||||||
Maximum leverage ratio | 4.25 | 4.25 | ||||||
Scenario, forecast | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum leverage ratio | 3.75 | 3.5 | ||||||
Amended credit facility | Scenario, forecast | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum leverage ratio | 3.5 | 4 | 4.5 | 4.75 | 4.5 |
Preferred Shares (Details)
Preferred Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 02, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Class of Stock [Line Items] | |||||
Deemed dividend on beneficial conversion feature | $ 47,800 | $ 0 | $ 47,849 | ||
In-kind dividend | 486 | 971 | $ 0 | ||
Deemed dividend on beneficial conversion feature related to in-kind dividend | 126 | 281 | |||
Total preferred dividends | $ 612 | $ 49,100 | |||
Weighted average share price (USD per share) | $ 3.30 | $ 3.30 | |||
Preferred stock, dividend rate, per-dollar-amount (USD per share) | $ 50.25 | $ 49.44 | |||
Preferred stock convertible into common stock | |||||
Class of Stock [Line Items] | |||||
Conversion of stock, conversion price (USD per share) | $ 3.30 | ||||
Noralta | |||||
Class of Stock [Line Items] | |||||
Common shares issued | 32,791,000 | ||||
Series A preferred stock | |||||
Class of Stock [Line Items] | |||||
Preferred stock, dividend rate, percentage | 2.00% | ||||
Adjustments to additional paid in capital, convertible debt with conversion feature | $ 166,900 | ||||
Debt instrument, convertible, beneficial conversion feature | $ 7,000 | ||||
Series A preferred stock | Maximum | |||||
Class of Stock [Line Items] | |||||
Preferred stock, dividend rate, percentage | 3.00% | ||||
Series A preferred stock | Noralta | Preferred shares | |||||
Class of Stock [Line Items] | |||||
Common shares issued | 9,679 | ||||
Business acquisition, equity interest issued or issuable, liquidation preference per share | $ 10,000 | ||||
Beneficial conversion feature | $ 47,800 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Apr. 02, 2018 | |
Schedule of Income Taxes [Line Items] | |||||
Income tax expense (benefit), Total | $ 5,330 | $ 4,011 | $ 29,386 | $ 9,875 | |
Income tax benefit, percent of pretax loss | 28.20% | 15.30% | 30.00% | 14.60% | |
Effective income tax rate reduction, percent | (5.00%) | (13.00%) | |||
Deferred Tax Asset, Business Acquisition | |||||
Schedule of Income Taxes [Line Items] | |||||
Effective income tax rate reduction, percent | 5.00% | ||||
Valuation allowance, deferred tax asset, increase, amount | $ 4,900 | ||||
Foreign Tax Authority | Canada Revenue Agency | |||||
Schedule of Income Taxes [Line Items] | |||||
Deferred income tax expense (benefit), Canada | $ (4,900) | ||||
Noralta | |||||
Schedule of Income Taxes [Line Items] | |||||
Deferred tax liabilities, Canada | $ 53,066 | ||||
Minimum | |||||
Schedule of Income Taxes [Line Items] | |||||
Statutory tax rate, Canada, Austrailia and the U.S. | 21.00% | 21.00% | |||
Maximum | |||||
Schedule of Income Taxes [Line Items] | |||||
Statutory tax rate, Canada, Austrailia and the U.S. | 30.00% | 30.00% |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Details Textual) $ in Thousands, $ in Billions, $ in Billions | 9 Months Ended | |||
Sep. 30, 2018USD ($) | Sep. 30, 2018CAD ($) | Sep. 30, 2018AUD ($) | Dec. 31, 2017USD ($) | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||
Increase in ohter comprehensive loss, foreign currency exchange rate fluctuations during the period | $ 25,600 | |||
Accumulated other comprehensive loss | $ (353,812) | $ (328,213) | ||
International functional currency net assets | $ 0.3 | $ 0.4 |
Share Based Compensation (Detai
Share Based Compensation (Details Textual) | May 10, 2018shares | Feb. 20, 2018Companyshares | Sep. 30, 2018USD ($)shares | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)shares | Sep. 30, 2017USD ($) |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Share-based compensation arrangement, number of shares authorized (in shares) | shares | 18,700,000 | 18,700,000 | ||||
Unrecognized compensation cost related to options | $ 0 | $ 0 | ||||
Employee stock option | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Allocated share-based compensation expense, total (less than for 9 months ended) | 0 | $ 100,000 | 100,000 | $ 100,000 | ||
Restricted stock and deferred stock awards | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Allocated share-based compensation expense, total (less than for 9 months ended) | 1,600,000 | 900,000 | 4,400,000 | 3,200,000 | ||
Fair Value of restricted and deferred share awards during the period | 3,400,000 | 2,400,000 | ||||
Unrecognized compensation cost related to share awards | 9,800,000 | $ 9,800,000 | ||||
Unrecognized compensation cost related to share awards, expected weighted average vesting period. | 1 year 340 days | |||||
Restricted stock and deferred stock awards | Civeo Plan | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Restricted share awards, grants during period | shares | 2,018,990 | |||||
Vesting period of restricted and deferred share awards | 3 years | |||||
Restricted stock | Civeo Plan | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Restricted share awards, grants during period | shares | 265,153 | |||||
Phantom share units (PSUs) | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Allocated share-based compensation expense, total (less than for 9 months ended) | 2,100,000 | 2,400,000 | $ 8,200,000 | 6,600,000 | ||
Unrecognized compensation cost related to share awards | 4,300,000 | $ 4,300,000 | ||||
Unrecognized compensation cost related to share awards, expected weighted average vesting period. | 245 days | |||||
Performance shares | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Allocated share-based compensation expense, total (less than for 9 months ended) | 1,200,000 | $ 800,000 | $ 3,400,000 | $ 2,300,000 | ||
Unrecognized compensation cost related to share awards | $ 6,200,000 | $ 6,200,000 | ||||
Unrecognized compensation cost related to share awards, expected weighted average vesting period. | 1 year 300 days | |||||
Performance shares | Civeo Plan | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Restricted share awards, grants during period | shares | 848,830 | |||||
Vesting period of restricted and deferred share awards | 3 years | |||||
Peer group, number of companies | Company | 17 | |||||
Performance shares | Civeo Plan | Minimum | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Target performance share award, percentage | 0.00% | |||||
Performance shares | Civeo Plan | Maximum | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Target performance share award, percentage | 200.00% |
Segment and Related Informati_3
Segment and Related Information - Financial Information by Business Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Total Revenues | $ 120,491 | $ 97,489 | $ 352,172 | $ 280,928 | |
Depreciation and amortization | 34,468 | 32,700 | 99,502 | 97,083 | |
Operating income (loss) | (12,895) | (21,344) | (80,911) | (52,443) | |
Capital expenditures | 2,723 | 1,983 | 8,666 | 8,020 | |
Total assets | 1,098,636 | 929,750 | 1,098,636 | 929,750 | $ 853,912 |
Canadian | |||||
Total Revenues | 76,753 | 63,832 | 226,661 | 182,006 | |
Australian | |||||
Total Revenues | 31,090 | 27,541 | 89,542 | 83,164 | |
U.S. | |||||
Total Revenues | 12,648 | 6,116 | 35,969 | 15,758 | |
Operating Segments | Canadian | |||||
Total Revenues | 76,753 | 63,832 | 226,661 | 182,006 | |
Depreciation and amortization | 19,198 | 18,402 | 54,954 | 54,374 | |
Operating income (loss) | (7,129) | (11,691) | (53,777) | (26,283) | |
Capital expenditures | 1,198 | 679 | 3,679 | 2,195 | |
Total assets | 870,701 | 579,593 | 870,701 | 579,593 | |
Operating Segments | Australian | |||||
Total Revenues | 31,090 | 27,541 | 89,542 | 83,164 | |
Depreciation and amortization | 8,842 | 11,561 | 30,608 | 34,614 | |
Operating income (loss) | 472 | (3,667) | (3,793) | (8,284) | |
Capital expenditures | 958 | 756 | 2,028 | 2,211 | |
Total assets | 301,340 | 391,520 | 301,340 | 391,520 | |
Operating Segments | U.S. | |||||
Total Revenues | 12,648 | 6,116 | 35,969 | 15,758 | |
Depreciation and amortization | 3,015 | 1,165 | 7,482 | 3,549 | |
Operating income (loss) | (1,349) | (3,941) | (6,445) | (10,347) | |
Capital expenditures | 270 | 422 | 2,168 | 1,058 | |
Total assets | 58,574 | 31,161 | 58,574 | 31,161 | |
Corporate and eliminations | |||||
Total Revenues | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 3,413 | 1,572 | 6,458 | 4,546 | |
Operating income (loss) | (4,889) | (2,045) | (16,896) | (7,529) | |
Capital expenditures | 297 | 126 | 791 | 2,556 | |
Total assets | $ (131,979) | $ (72,524) | $ (131,979) | $ (72,524) |