cveo-20210331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

			For the transition period from _________________________ to _________________________

Commission file number: 001-36246

Civeo Corporation

(Exact name of registrant as specified in its charter)


British Columbia, Canada			98-1253716
(State or other jurisdiction of			(I.R.S. Employer
incorporation or organization)			Identification No.)

Three Allen Center, 333 Clay Street, Suite 4980,			77002
Houston, Texas			(Zip Code)
(Address of principal executive offices)

(713) 510-2400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Shares, no par value	CVEO	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Yes			☒			No			☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


Yes			☒			No			☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "accelerated filer," "large accelerated filer," "smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☐

Accelerated Filer

☒

Emerging Growth Company

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes			☐			No			☒

The Registrant had 14,292,866 common shares outstanding as of April 26, 2021.

CIVEO CORPORATION

INDEX


			Page No.
Part I -- FINANCIAL INFORMATION

Item 1. Financial Statements:

Consolidated Financial Statements
Unaudited Consolidated Statements of Operations for the Three Months Ended March 31, 2021 and 2020			4
Unaudited Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2021 and 2020			5
Consolidated Balance Sheets – as of March 31, 2021 (unaudited) and December 31, 2020			6
Unaudited Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2021 and 2020			7
Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020			8
Notes to Unaudited Consolidated Financial Statements			9

Cautionary Statement Regarding Forward-Looking Statements			19

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			19

Item 3. Quantitative and Qualitative Disclosures About Market Risk			31

Item 4. Controls and Procedures			31


Part II -- OTHER INFORMATION

Item 1. Legal Proceedings			32

Item 1A. Risk Factors			32

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			32

Item 6. Exhibits			33

(a) Index of Exhibits			33

Signature Page			34

PART I -- FINANCIAL INFORMATION

ITEM 1. Financial Statements

CIVEO CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Amounts)


	Three Months Ended March 31,
	2021		2020
Revenues:
Service and other	$	121,996	$	129,399
Rental	3,064		6,179
Product	370		3,214
	125,430		138,792
Costs and expenses:
Service and other costs	96,462		96,044
Rental costs	2,970		4,813
Product costs	378		2,456
Selling, general and administrative expenses	14,181		13,937
Depreciation and amortization expense	21,269		25,502
Impairment expense	—		144,120
Other operating expense	71		989
	135,331		287,861
Operating loss	(9,901)		(149,069)

Interest expense	(3,362)		(5,595)

Interest income	—		16
Other income	4,914		25
Loss before income taxes	(8,349)		(154,623)
Income tax (expense) benefit	(1,076)		8,811
Net loss	(9,425)		(145,812)
Less: Net income attributable to noncontrolling interest	59		258
Net loss attributable to Civeo Corporation	(9,484)		(146,070)
Less: Dividends attributable to Class A preferred shares	478		468
Net loss attributable to Civeo common shareholders	$	(9,962)	$	(146,538)


Per Share Data (see Note 7) (1)
Basic net loss per share attributable to Civeo Corporation common shareholders	$	(0.70)	$	(10.43)

Diluted net loss per share attributable to Civeo Corporation common shareholders	$	(0.70)	$	(10.43)

Weighted average number of common shares outstanding:
Basic	14,211		14,043
Diluted	14,211		14,043

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

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

CIVEO CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In Thousands)


	Three Months Ended March 31,
	2021		2020

Net loss	$	(9,425)	$	(145,812)

Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustment, net of zero taxes	(1,627)		(48,541)
Total other comprehensive loss, net of taxes	(1,627)		(48,541)

Comprehensive loss	(11,052)		(194,353)
Less: Comprehensive income attributable to noncontrolling interest	49		163
Comprehensive loss attributable to Civeo Corporation	$	(11,101)	$	(194,516)

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

CIVEO CORPORATION

CONSOLIDATED BALANCE SHEETS

(In Thousands, Excluding Share Amounts)


	March 31, 2021		December 31, 2020
	(Unaudited)
ASSETS

Current assets:
Cash and cash equivalents	$	5,455	$	6,155
Accounts receivable, net	87,783		89,782
Inventories	6,677		6,181
Prepaid expenses	4,312		7,020
Other current assets	4,433		6,165
Assets held for sale	—		3,910
Total current assets	108,660		119,213

Property, plant and equipment, net	468,961		486,930
Goodwill	8,601		8,729
Other intangible assets, net	99,269		99,749
Operating lease right-of-use assets	22,338		22,606
Other noncurrent assets	2,349		3,626
Total assets	$	710,178	$	740,853

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	42,336	$	42,056
Accrued liabilities	20,801		27,349
Income taxes	255		203
Current portion of long-term debt	35,047		34,585
Deferred revenue	5,983		6,812
Other current liabilities	6,354		5,760
Total current liabilities	110,776		116,765

Long-term debt, less current maturities	200,756		214,000

Operating lease liabilities	18,941		19,834
Other noncurrent liabilities	15,566		14,897
Total liabilities	346,039		365,496

Commitments and contingencies (Note 10)

Shareholders’ Equity:
Preferred shares (Class A Series 1, no par value; 50,000,000 shares authorized,

SEC Form 10-Q filed by Civeo Corporation