[X]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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British Columbia, Canada
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98-1253716
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Three Allen Center, 333 Clay Street, Suite 4980,
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Houston, Texas
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77002
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(Address of principal executive offices)
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(Zip Code)
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(713) 510-2400
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(Registrant’s telephone number, including area code)
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Title of Each Class
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Trading Symbol(s)
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Name of Exchange on Which Registered
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Common Shares, no par value
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CVEO
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New York Stock Exchange
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YES [ ]
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NO [X ]
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YES [ ]
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NO [X ]
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YES [X]
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NO [ ]
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YES [X]
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NO [ ]
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Large Accelerated Filer [ ]
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Accelerated Filer [X]
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Emerging Growth Company [ ]
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Non-Accelerated Filer [ ]
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Smaller Reporting Company [ ]
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YES [ ]
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NO [X ]
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Page No.
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•
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the level of supply and demand for oil, coal, natural gas, iron ore and other minerals;
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•
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the level of activity, spending and developments in the Canadian oil sands;
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•
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failure by our customers to reach positive final investment decisions on, or otherwise not complete, projects with respect to which we have been awarded contracts to provide related hospitality services, which may cause those customers to terminate or postpone the contracts;
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•
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the level of demand for coal and other natural resources from, and investments and opportunities in, Australia;
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•
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the availability of attractive oil and natural gas field assets, which may be affected by governmental actions or environmental activists which may restrict drilling;
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•
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fluctuations in the current and future prices of oil, coal, natural gas, iron ore and other minerals;
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•
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fluctuations in currency exchange rates;
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•
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general global economic conditions and the pace of global economic growth;
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•
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changes in tax laws, tax treaties or tax regulations or the interpretation or enforcement thereof, including taxing authorities not agreeing with our assessment of the effects of such laws, treaties and regulations;
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•
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changes to government and environmental regulations, including climate change;
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•
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global weather conditions, natural disasters, global health concerns and security threats;
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•
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our ability to hire and retain skilled personnel;
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•
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the availability and cost of capital, including the ability to access the debt and equity markets;
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•
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our ability to integrate acquisitions;
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the development of new projects, including whether such projects will continue in the future; and
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•
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other factors identified in Item 1A. - "Risk Factors" of this annual report.
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Year Ended December 31,
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||||||||||
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2019
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2018
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2017
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||||||
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(In thousands, except for room counts and average daily rate)
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||||||||||
Accommodation Revenue (1)
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||||||
Canada
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$
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281,577
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$
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266,899
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$
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228,062
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Australia
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126,047
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117,896
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111,221
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United States
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12,462
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18,288
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9,832
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Total Accommodation Revenue
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$
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420,086
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$
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403,083
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$
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349,115
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Mobile Facility Rental Revenue (2)
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Canada
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$
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9,575
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$
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9,316
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$
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3,935
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United States
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28,119
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20,389
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8,764
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Total Mobile Facility Rental Revenue
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$
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37,694
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$
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29,705
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$
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12,699
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Food Service and Other Services Revenue (3)
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Canada
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$
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33,485
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$
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15,601
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$
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11,891
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Australia
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30,046
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1,342
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—
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United States
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145
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170
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171
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Total Food Service and Other Services Revenue
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$
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63,676
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$
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17,113
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$
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12,062
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Manufacturing Revenue (4)
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Canada
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$
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1,014
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$
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4,196
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$
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1,707
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United States
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5,085
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12,595
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6,693
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Total Manufacturing Revenue
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$
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6,099
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$
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16,791
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$
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8,400
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Total Revenue
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$
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527,555
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$
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466,692
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$
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382,276
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Average Daily Rates for Lodges and Villages (5)
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Canada
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$
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91
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$
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89
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$
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92
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Australia
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$
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73
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$
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78
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$
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80
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Total Billed Rooms for Lodges and Villages (6)
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Canada
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3,078,727
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3,007,229
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2,469,899
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Australia
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1,717,186
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1,512,030
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1,385,087
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Average Exchange Rate
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Canadian dollar to U.S. dollar
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$
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0.75
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$
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0.77
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$
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0.77
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Australian dollar to U.S. dollar
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0.70
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0.75
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0.77
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(1)
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Includes revenues related to lodge and village rooms and hospitality services for owned rooms for the periods presented.
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(2)
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Includes revenues related to mobile camps for the periods presented.
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(3)
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Includes revenues related to food service, laundry and water and wastewater treatment services, and facilities management for the periods presented.
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(4)
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Includes revenues related to modular construction and manufacturing services for the periods presented.
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(5)
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Average daily rate is based on billed rooms and accommodation revenue for the periods presented.
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(6)
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Billed rooms represents total billed days for the periods presented.
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As of December 31,
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Lodges
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Region
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Extraction
Technique
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2019
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2018
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2017
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Wapasu
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N. Athabasca
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mining
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5,246
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5,246
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5,246
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Athabasca (2)
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N. Athabasca
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mining
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2,005
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2,005
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2,005
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McClelland Lake
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N. Athabasca
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mining
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1,997
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1,997
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1,997
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Henday (1)
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N. Athabasca
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mining/in-situ
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—
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1,698
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1,698
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Beaver River
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N. Athabasca
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mining
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1,094
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1,094
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1,094
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Fort McMurray Village:
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Buffalo (1) (3)
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N. Athabasca
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mining
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—
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573
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—
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Black Bear (3)
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N. Athabasca
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mining
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531
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531
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—
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Bighorn (3)
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N. Athabasca
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mining
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763
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763
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—
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Lynx (3)
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N. Athabasca
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mining
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855
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855
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—
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Wolverine (3)
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N. Athabasca
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mining
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855
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855
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—
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Borealis (3)
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N. Athabasca
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mining
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1,504
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1,504
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—
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Grey Wolf (3)
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N. Athabasca
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mining
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947
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946
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—
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Firebag (1) (3)
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N. Athabasca
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in situ
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—
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664
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—
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Hudson (3)
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N. Athabasca
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mining
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624
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624
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—
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Wabasca (2) (3)
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S. Athabasca
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mining
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288
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246
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—
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Red Earth (2) (3)
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S. Athabasca
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mining
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216
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216
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—
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Conklin (2)
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S. Athabasca
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mining/in-situ
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1,012
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1,032
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1,032
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Anzac
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S. Athabasca
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in-situ
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526
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526
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526
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Mariana Lake (1)
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S. Athabasca
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mining
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—
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686
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686
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Subtotal – Oil Sands
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|
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18,463
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22,061
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14,284
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Sitka Lodge
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Kitimat, BC
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LNG
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1,186
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|
|
646
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|
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436
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Total Rooms
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|
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19,649
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22,707
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14,720
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(1)
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Permanently closed as of December 31, 2019.
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(2)
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Currently closed due to low activity level in the region. All four closed lodges are periodically assessed for impairment, in accordance with U.S. generally accepted accounting principles (U.S. GAAP). Please see Note 4 - Impairment Charges to the notes to the consolidated financial statements in Item 8 of this annual report for further discussion.
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(3)
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Lodges acquired in the Noralta Acquisition.
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As of December 31,
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|||||||
Villages
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Resource
Basin
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Commodity
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|
2019
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2018
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2017
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|||
Coppabella
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Bowen
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met coal
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|
3,048
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3,048
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3,048
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Dysart
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|
Bowen
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|
met coal
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|
1,798
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|
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1,798
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|
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1,798
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Moranbah
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Bowen
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|
met coal
|
|
1,240
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|
|
1,240
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|
|
1,240
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Middlemount
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Bowen
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|
met coal
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|
816
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|
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816
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|
|
816
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Boggabri
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Gunnedah
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met/thermal coal
|
|
622
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|
|
622
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|
|
622
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Narrabri
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Gunnedah
|
|
met/thermal coal
|
|
502
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|
|
502
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|
|
502
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Nebo
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Bowen
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met coal
|
|
490
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|
|
490
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|
|
490
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Calliope (1)
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-
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LNG
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—
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|
|
300
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|
|
300
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Kambalda
|
|
-
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Gold, lithium
|
|
232
|
|
|
232
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|
|
232
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Karratha
|
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Pilbara
|
|
LNG, iron ore
|
|
298
|
|
|
298
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|
|
298
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Total Rooms
|
|
|
|
|
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9,046
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|
|
9,346
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|
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9,346
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As of December 31,
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|||||||
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State
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2019
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2018
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2017
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|||
West Permian
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TX
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|
410
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|
|
390
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|
|
326
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Acadian Acres
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LA
|
|
300
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|
|
400
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|
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—
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Killdeer
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ND
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|
235
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|
|
235
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|
|
235
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Total Rooms
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945
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1,025
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|
|
561
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•
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increased compliance costs or additional operating restrictions associated with our operations or our customers’ operations;
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•
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other increased costs to our business or our customers’ business;
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•
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reduced demand for oil, natural gas, and other natural resources that our customers produce; and
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•
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reduced demand for our services.
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•
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the level of activity and developments in the Canadian oil sands;
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•
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the global level of demand, particularly from China, for coal and other natural resources produced in Australia;
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•
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the availability of economically attractive oil and natural gas field prospects, which may be affected by governmental actions or environmental activists which may restrict development;
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•
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the availability of transportation infrastructure for oil, natural gas, LNG and coal, refining capacity and shifts in end customer preferences toward fuel efficiency and the use of natural gas;
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•
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global weather conditions, natural disasters and global health concerns;
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•
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worldwide economic activity including growth in developing countries, such as China and India;
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•
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national government political requirements, including the ability of the Organization of Petroleum Exporting Companies (OPEC) to set and maintain production levels and prices for oil and government policies which could nationalize or expropriate oil and natural gas exploration, production, refining or transportation assets;
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•
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the level of oil and gas production by non-OPEC countries, particularly the U.S. and Russia;
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•
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rapid technological change and the timing and extent of energy resource development, including hydraulic fracturing of horizontally drilled wells in shale discoveries and LNG;
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•
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the price and availability of alternative fuels;
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•
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government and environmental regulation, including climate change legislation; and
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•
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U.S. and foreign tax policies.
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•
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international currency fluctuations;
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•
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different taxing regimes;
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•
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changing political conditions at the federal, provincial or state level;
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•
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changing international and U.S. monetary policies;
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•
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regional economic downturns;
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•
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expropriation, confiscation or nationalization of assets; and
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•
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foreign exchange limitations.
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•
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U.S. and international pricing and demand for the natural resource being produced at a given project (or proposed project);
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•
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unexpected problems, higher costs and delays during the development, construction and project start-up which may delay the commencement of production;
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•
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unforeseen and adverse geological, geotechnical, seismic and mining conditions;
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•
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lack of availability of sufficient water or power to maintain their operations;
|
•
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lack of availability or failure of the required infrastructure necessary to maintain or to expand their operations;
|
•
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the breakdown or shortage of equipment and labor necessary to maintain their operations;
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•
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risks associated with the natural resources industry being subject to various regulatory approvals. Such risks may include a government agency failing to grant an approval or failing to renew an existing approval, or the approval or renewal not being provided by the government agency in a timely manner or the government agency granting or renewing an approval subject to materially onerous conditions;
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•
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risks to land titles, mining titles and use thereof as a result of native title claims;
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•
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claims by persons living in close proximity to mining projects, which may have an impact on the consents granted;
|
•
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interruptions to the operations of our customers caused by industrial accidents or disputes; and
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•
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delays in or failure to commission new infrastructure in timeframes so as not to disrupt customer operations.
|
•
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issuance of administrative, civil and criminal penalties;
|
•
|
denial or revocation of permits or other authorizations;
|
•
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reduction or cessation of operations; and
|
•
|
performance of site investigatory, remedial or other corrective actions.
|
•
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result in the cessation of our customers operations and therefore the demand for services;
|
•
|
result in increased costs associated with our operations and our customers’ operations;
|
•
|
increase other costs to our business;
|
•
|
reduce the demand for carbon-based fuels; and
|
•
|
reduce the demand for our services.
|
•
|
global economic conditions remain depressed or further deteriorate, including a further decrease in the price of or demand for oil, coal, natural gas, iron ore and other minerals;
|
•
|
the outlook for future profits and cash flow for our Canadian and Australian reporting units deteriorates as the result of many possible factors, including, but not limited to, increased or unanticipated competition, technology becoming obsolete, need to satisfy changes in customers’ accommodations requirements, further reductions in customer capital spending plans, loss of key personnel, adverse legal or regulatory judgment(s), future operating losses at a reporting unit, downward forecast revisions or restructuring plans or if certain of our customers do not reach positive final investment decisions on projects with respect to which we have been awarded contracts to provide related accommodation, which may cause those customers to terminate the contracts;
|
•
|
costs of equity or debt capital increase; or
|
•
|
valuations for comparable public companies or comparable acquisition valuations deteriorate.
|
•
|
the construction activities of our accommodations are partially dependent on the supply of appropriate construction and development opportunities;
|
•
|
development approvals, slow decision making by counterparties, complex construction specifications, changes to design briefs, legal issues and other documentation changes may give rise to delays in completion, loss of revenue and cost over-runs which may, in turn, result in termination of accommodation supply contracts;
|
•
|
other time delays that may arise in relation to construction and development include supply of labor, scarcity of construction materials, lower than expected productivity levels, inclement weather conditions, land contamination, cultural heritage claims, difficult site access or industrial relations issues;
|
•
|
objections to our activities or those of our customers aired by aboriginal or community interests, environment and/or neighborhood groups which may cause delays in the granting or approvals and/or the overall progress of a project;
|
•
|
where we assume design responsibility, there is a risk that design problems or defects may result in rectification and/or costs or liabilities which we cannot readily recover; and
|
•
|
there is a risk that we may fail to fulfill our statutory and contractual obligations in relation to the quality of our materials and workmanship, including warranties and defect liability obligations.
|
Period Ended
|
Maximum Leverage Ratio
|
December 31, 2019
|
4.00 : 1.00
|
March 31, 2020, June 30, 2020 & September 30, 2020
|
3.75 : 1:00
|
December 31, 2020 & thereafter
|
3.50 : 1.00
|
•
|
our indebtedness may increase our vulnerability to general adverse economic and industry conditions;
|
•
|
the covenants contained in the Credit Agreement limit our ability to borrow funds, dispose of assets, pay dividends and make certain investments;
|
•
|
our debt covenants also affect our flexibility in planning for, and reacting to, changes in the economy and in its industry; and
|
•
|
our indebtedness could impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or other general corporate purposes.
|
•
|
we may not be able to continue to obtain insurance on commercially reasonable terms;
|
•
|
the counterparties to our insurance contracts may pose credit risks; and
|
•
|
we may incur losses from interruption of our business that exceed our insurance coverage.
|
•
|
we may incur costs to acquire land and/or construct assets without securing a customer contract or prior to finalization of an accommodations contract with a customer and, if the contract is not obtained or delayed, the resulting impact could result in an impairment of the related investment;
|
•
|
during the time between acquisition and use, and depending on adjacent uses of the land, the property may become unusable or require costly remediation efforts due to environmental damage;
|
•
|
we may not be able to obtain financing for development projects on favorable terms or at all;
|
•
|
we may not be able to obtain, or may experience delays in obtaining governmental permits and authorizations;
|
•
|
development opportunities that we explore may be abandoned and the related investment impaired; and
|
•
|
we may experience delays (temporary or permanent) if there is public, government or aboriginal opposition to our activities.
|
•
|
changes in financial estimates by analysts and our inability to meet those financial estimates;
|
•
|
strategic actions by us or our competitors;
|
•
|
announcements by us or our competitors of significant contracts, acquisitions, joint marketing relationships, joint ventures or capital commitments;
|
•
|
variations in our quarterly operating results and those of our competitors;
|
•
|
general economic and stock market conditions;
|
•
|
risks related to our business and our industry, including those discussed above;
|
•
|
changes in conditions or trends in our industry, markets or customers;
|
•
|
terrorist acts;
|
•
|
future sales of our common shares or other securities by us, members of our management team or our existing shareholders; and
|
•
|
investor perceptions of the investment opportunity associated with our common shares relative to other investment alternatives.
|
•
|
reducing the liquidity and market price of our common shares;
|
•
|
reducing the number of investors, including institutional investors, willing to hold or acquire our common shares, which could negatively impact our ability to raise equity;
|
•
|
decreasing the amount of news and analyst coverage of us;
|
•
|
limiting our ability to issue additional securities, obtain additional financing or pursue strategic restructuring, refinancing or other transactions; and
|
•
|
impacting our reputation and, as a consequence, our ability to attract new business.
|
•
|
the right to receive a liquidation preference prior to any distribution of our assets to the holders of our common shares;
|
•
|
the right to receive a 2% annual dividend, paid quarterly in cash or, at our option, by increasing the preferred shares’ liquidation preference, or any combination thereof; and
|
•
|
the right to convert the preferred shares into common shares after two years from the closing of the Noralta Acquisition at an initial conversion price of $3.30 per common share, which may not be the fair market value of such shares at the time of conversion.
|
Location
|
Approximate
Square
Footage/Acreage
|
|
Description
|
Canada:
|
|
|
|
Fort McMurray, Alberta (leased land)
|
240 acres
|
|
Wapasu Creek and Henday Lodges
|
Fort McMurray, Alberta (leased land)
|
138 acres
|
|
Fort McMurray Village
|
Fort McMurray, Alberta (leased land)
|
135 acres
|
|
Conklin Lodge
|
Fort McMurray, Alberta (leased land)
|
128 acres
|
|
Beaver River and Athabasca Lodges
|
Fort McMurray, Alberta (leased land)
|
78 acres
|
|
McClelland Lake Lodge
|
Kitimat, British Columbia
|
59 acres
|
|
Sitka Lodge
|
Fort McMurray, Alberta (leased land and lodges)
|
58 acres
|
|
Hudson and Borealis Lodges
|
Acheson, Alberta (lease)
|
40 acres
|
|
Office and warehouse
|
Edmonton, Alberta
|
33 acres
|
|
Manufacturing facility
|
Fort McMurray, Alberta (leased land)
|
30 acres
|
|
Greywolf Lodge
|
Grimshaw, Alberta (lease)
|
20 acres
|
|
Equipment yard
|
Fort McMurray, Alberta (leased land)
|
18 acres
|
|
Anzac Lodge
|
Edmonton, Alberta (lease)
|
86,376 sq. feet
|
|
Office and warehouse
|
Calgary, Alberta (lease)
|
7,000 sq. feet
|
|
Office
|
Australia:
|
|
|
|
Coppabella, Queensland, Australia
|
192 acres
|
|
Coppabella Village
|
Narrabri, New South Wales, Australia
|
82 acres
|
|
Narrabri Village
|
Boggabri, New South Wales, Australia
|
52 acres
|
|
Boggabri Village
|
Dysart, Queensland, Australia
|
50 acres
|
|
Dysart Village
|
Middlemount, Queensland, Australia
|
37 acres
|
|
Middlemount Village
|
Karratha, Western Australia, Australia (owned and leased land)
|
34 acres
|
|
Karratha Village
|
Kambalda, Western Australia, Australia
|
27 acres
|
|
Kambalda Village
|
Nebo, Queensland, Australia
|
26 acres
|
|
Nebo Village
|
Moranbah, Queensland, Australia
|
17 acres
|
|
Moranbah Village
|
Sydney, New South Wales, Australia (lease)
|
11,518 sq. feet
|
|
Office
|
Perth, Western Australia, Australia (lease)
|
7,535 sq. feet
|
|
Office
|
Brisbane, Queensland, Australia (lease)
|
5,543 sq. feet
|
|
Office
|
United States:
|
|
|
|
Houston, Texas (lease)
|
8,900 sq. feet
|
|
Principal executive offices
|
Sulphur, Louisiana
|
44 acres
|
|
Acadian Acres Lodge and yard
|
Killdeer, North Dakota
|
39 acres
|
|
Killdeer Lodge
|
Pecos, Texas (leased land)
|
35 acres
|
|
West Permian Lodge
|
Dickinson, North Dakota (lease)
|
26 acres
|
|
Mobile asset facility and yard
|
Vernal, Utah (lease)
|
21 acres
|
|
Mobile asset facility and yard
|
Yukon, Oklahoma (lease)
|
12 acres
|
|
Mobile asset facility and yard
|
Belle Chasse, Louisiana
|
10 acres
|
|
Manufacturing facility and yard
|
Big Piney, Wyoming (lease)
|
7 acres
|
|
Mobile asset facility and yard
|
LaSalle, Colorado (lease)
|
6 acres
|
|
Mobile asset facility and yard
|
Pecos, Texas (lease)
|
5 acres
|
|
Mobile asset facility and yard
|
Wright, Wyoming (lease)
|
5 acres
|
|
Mobile asset facility and yard
|
Longmont, Colorado (lease)
|
4,377 sq. feet
|
|
Office
|
|
|
12/31/14
|
|
|
12/31/15
|
|
|
12/31/16
|
|
|
12/31/17
|
|
|
12/31/18
|
|
|
12/31/19
|
|
||||||
Civeo Corporation
|
|
$
|
100.00
|
|
|
$
|
34.55
|
|
|
$
|
53.53
|
|
|
$
|
66.42
|
|
|
$
|
34.79
|
|
|
$
|
31.39
|
|
S&P 500
|
|
$
|
100.00
|
|
|
$
|
101.38
|
|
|
$
|
113.51
|
|
|
$
|
138.29
|
|
|
$
|
132.23
|
|
|
$
|
173.86
|
|
PHLX Oil Service Sector
|
|
$
|
100.00
|
|
|
$
|
76.62
|
|
|
$
|
91.16
|
|
|
$
|
75.48
|
|
|
$
|
41.35
|
|
|
$
|
41.12
|
|
Prior Peer Group
|
|
$
|
100.00
|
|
|
$
|
62.27
|
|
|
$
|
95.64
|
|
|
$
|
79.39
|
|
|
$
|
51.14
|
|
|
$
|
53.72
|
|
Current Peer Group
|
|
$
|
100.00
|
|
|
$
|
62.79
|
|
|
$
|
95.73
|
|
|
$
|
80.69
|
|
|
$
|
49.95
|
|
|
$
|
50.44
|
|
|
For the year ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
527,555
|
|
|
$
|
466,692
|
|
|
$
|
382,276
|
|
|
$
|
397,230
|
|
|
$
|
517,963
|
|
Operating loss
|
(49,051
|
)
|
|
(88,055
|
)
|
|
(97,971
|
)
|
|
(95,760
|
)
|
|
(145,003
|
)
|
|||||
Net loss attributable to Civeo
|
(60,340
|
)
|
|
(131,832
|
)
|
|
(105,713
|
)
|
|
(96,388
|
)
|
|
(131,759
|
)
|
|||||
Diluted loss per share attributable to Civeo
|
$
|
(0.36
|
)
|
|
$
|
(0.84
|
)
|
|
$
|
(0.82
|
)
|
|
$
|
(0.90
|
)
|
|
$
|
(1.24
|
)
|
|
As of December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
969,912
|
|
|
$
|
1,001,677
|
|
|
$
|
853,912
|
|
|
$
|
910,446
|
|
|
$
|
1,066,529
|
|
Long-term debt
|
321,792
|
|
|
342,908
|
|
|
277,990
|
|
|
337,800
|
|
|
379,416
|
|
|||||
Total Civeo shareholders’ equity
|
490,143
|
|
|
535,424
|
|
|
476,250
|
|
|
475,467
|
|
|
563,245
|
|
|
|
Average Price (1)
|
|||||||||
|
|
|
|
|
|
Hard
|
|||||
Quarter
|
|
WTI Crude
|
|
WCS Crude
|
|
Coking Coal (Met Coal)
|
|||||
ended
|
|
(per bbl)
|
|
(per bbl)
|
|
(per tonne)
|
|||||
First Quarter through 2/21/2020
|
|
$
|
54.99
|
|
|
$
|
34.44
|
|
|
141.00
|
|
12/31/2019
|
|
56.85
|
|
|
37.94
|
|
|
141.00
|
|
||
9/30/2019
|
|
56.40
|
|
|
43.88
|
|
|
178.00
|
|
||
6/30/2019
|
|
59.89
|
|
|
47.39
|
|
|
207.00
|
|
||
3/31/2019
|
|
54.87
|
|
|
44.49
|
|
|
210.00
|
|
||
12/31/2018
|
|
59.32
|
|
|
25.66
|
|
|
187.00
|
|
||
9/30/2018
|
|
69.61
|
|
|
41.58
|
|
|
196.00
|
|
||
6/30/2018
|
|
67.97
|
|
|
49.93
|
|
|
196.00
|
|
||
3/31/2018
|
|
62.89
|
|
|
37.09
|
|
|
235.00
|
|
||
12/31/2017
|
|
55.28
|
|
|
38.65
|
|
|
192.00
|
|
||
9/30/2017
|
|
48.16
|
|
|
37.72
|
|
|
170.00
|
|
||
6/30/2017
|
|
48.11
|
|
|
38.20
|
|
|
193.50
|
|
||
3/31/2017
|
|
51.70
|
|
|
38.09
|
|
|
285.00
|
|
||
12/31/2016
|
|
49.16
|
|
|
34.34
|
|
|
200.00
|
|
(1)
|
Source: WTI crude prices are from U.S. Energy Information Administration (EIA), and WCS crude prices and Seaborne hard coking coal contract prices are from Bloomberg.
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
|
Change
|
|
Percentage
|
Average Canadian dollar to U.S. dollar
|
$0.75
|
|
$0.77
|
|
(0.02)
|
|
(2.3)%
|
Average Australian dollar to U.S. dollar
|
$0.70
|
|
$0.75
|
|
(0.05)
|
|
(7.1)%
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
|
Change
|
|
Percentage
|
Canadian dollar to U.S. dollar
|
$0.77
|
|
$0.73
|
|
0.04
|
|
5.5%
|
Australian dollar to U.S. dollar
|
$0.70
|
|
$0.70
|
|
—
|
|
—%
|
|
Year Ended
December 31, |
||||||||||
|
2019
|
|
2018
|
|
Change
|
||||||
|
|
|
|
|
|
||||||
|
($ in thousands)
|
||||||||||
Revenues
|
|
|
|
|
|
||||||
Canada
|
$
|
325,651
|
|
|
$
|
296,012
|
|
|
$
|
29,639
|
|
Australia
|
156,093
|
|
|
119,238
|
|
|
36,855
|
|
|||
United States and other
|
45,811
|
|
|
51,442
|
|
|
(5,631
|
)
|
|||
Total revenues
|
527,555
|
|
|
466,692
|
|
|
60,863
|
|
|||
Costs and expenses
|
|
|
|
|
|
||||||
Cost of sales and services
|
|
|
|
|
|
|
|
|
|||
Canada
|
239,624
|
|
|
227,257
|
|
|
12,367
|
|
|||
Australia
|
89,090
|
|
|
61,068
|
|
|
28,022
|
|
|||
United States and other
|
38,100
|
|
|
44,089
|
|
|
(5,989
|
)
|
|||
Total cost of sales and services
|
366,814
|
|
|
332,414
|
|
|
34,400
|
|
|||
Selling, general and administrative expenses
|
59,586
|
|
|
67,036
|
|
|
(7,450
|
)
|
|||
Depreciation and amortization expense
|
123,768
|
|
|
125,846
|
|
|
(2,078
|
)
|
|||
Impairment expense
|
26,148
|
|
|
28,661
|
|
|
(2,513
|
)
|
|||
Other operating expense
|
290
|
|
|
790
|
|
|
(500
|
)
|
|||
Total costs and expenses
|
576,606
|
|
|
554,747
|
|
|
21,859
|
|
|||
Operating loss
|
(49,051
|
)
|
|
(88,055
|
)
|
|
39,004
|
|
|||
|
|
|
|
|
|
||||||
Interest expense and income, net
|
(27,305
|
)
|
|
(26,780
|
)
|
|
(525
|
)
|
|||
Other income
|
7,281
|
|
|
1,623
|
|
|
5,658
|
|
|||
Loss before income taxes
|
(69,075
|
)
|
|
(113,212
|
)
|
|
44,137
|
|
|||
Income tax benefit
|
10,741
|
|
|
31,365
|
|
|
(20,624
|
)
|
|||
Net loss
|
(58,334
|
)
|
|
(81,847
|
)
|
|
23,513
|
|
|||
Less: Net income attributable to noncontrolling interest
|
157
|
|
|
396
|
|
|
(239
|
)
|
|||
Net loss attributable to Civeo Corporation
|
(58,491
|
)
|
|
(82,243
|
)
|
|
23,752
|
|
|||
Less: Dividends attributable to Class A preferred shares
|
1,849
|
|
|
49,589
|
|
|
(47,740
|
)
|
|||
Net loss attributable to Civeo common shareholders
|
$
|
(60,340
|
)
|
|
$
|
(131,832
|
)
|
|
$
|
71,492
|
|
•
|
Pre-tax impairment expense of $19.9 million in the fourth quarter of 2019 related to the impairment of goodwill in our Canadian reporting unit.
|
•
|
Pre-tax impairment expense of $0.7 million in the fourth quarter of 2019 associated with long-lived assets in our Canadian segment.
|
•
|
Pre-tax impairment expense of $5.5 million in the second quarter of 2019 associated with long-lived assets in our Australian segment. This includes $1.0 million of impairment expense related to an error corrected in the second quarter 2019. We identified a liability related to an ARO at one of our villages in Australia that should have been recorded in 2011. We determined that the error was not material to our previously issued financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018, and therefore, corrected the error in the second quarter of 2019. Specifically, we recorded the following amounts in our second quarter 2019 unaudited consolidated statements of operations related to prior periods: (1) additional accretion expense related to the ARO of $0.9 million, (2) additional depreciation and amortization expense of $0.5 million related to amortization of the asset retirement cost and (3) additional impairment expense related to the impairment of the asset retirement cost of $1.0 million offset by recognition of an ARO liability totaling $2.3 million as of June 30, 2019.
|
|
Year Ended
December 31, |
||||||||||
|
2019
|
|
2018
|
|
Change
|
||||||
Revenues ($ in thousands)
|
|
|
|
|
|
||||||
Accommodation revenue (1)
|
$
|
281,577
|
|
|
$
|
266,899
|
|
|
$
|
14,678
|
|
Mobile facility rental revenue (2)
|
9,575
|
|
|
9,316
|
|
|
259
|
|
|||
Food service and other services revenue (3)
|
33,485
|
|
|
15,601
|
|
|
17,884
|
|
|||
Manufacturing revenue (4)
|
1,014
|
|
|
4,196
|
|
|
(3,182
|
)
|
|||
Total revenues
|
$
|
325,651
|
|
|
$
|
296,012
|
|
|
$
|
29,639
|
|
|
|
|
|
|
|
||||||
Cost of sales and services ($ in thousands)
|
|
|
|
|
|
||||||
Accommodation cost
|
$
|
187,679
|
|
|
$
|
182,387
|
|
|
$
|
5,292
|
|
Mobile facility rental cost
|
7,493
|
|
|
9,985
|
|
|
(2,492
|
)
|
|||
Food service and other services cost
|
30,595
|
|
|
14,756
|
|
|
15,839
|
|
|||
Manufacturing cost
|
1,025
|
|
|
4,995
|
|
|
(3,970
|
)
|
|||
Indirect other cost
|
12,832
|
|
|
15,134
|
|
|
(2,302
|
)
|
|||
Total cost of sales and services
|
$
|
239,624
|
|
|
$
|
227,257
|
|
|
$
|
12,367
|
|
|
|
|
|
|
|
||||||
Gross margin as a % of revenues
|
26.4
|
%
|
|
23.2
|
%
|
|
3.2
|
%
|
|||
|
|
|
|
|
|
||||||
Average daily rate for lodges (5)
|
$
|
91
|
|
|
$
|
89
|
|
|
$
|
2
|
|
|
|
|
|
|
|
||||||
Total billed rooms for lodges (6)
|
3,078,727
|
|
|
3,007,229
|
|
|
71,498
|
|
|||
|
|
|
|
|
|
||||||
Average Canadian dollar to U.S. dollar
|
$
|
0.754
|
|
|
$
|
0.772
|
|
|
$
|
(0.018
|
)
|
(1)
|
Includes revenues related to lodge rooms and hospitality services for owned rooms for the periods presented.
|
(2)
|
Includes revenues related to mobile camps for the periods presented.
|
(3)
|
Includes revenues related to food service, laundry and water and wastewater treatment services for the periods presented.
|
(4)
|
Includes revenues related to modular construction and manufacturing services for the periods presented.
|
(5)
|
Average daily rate is based on billed rooms and accommodation revenue.
|
(6)
|
Billed rooms represents total billed days for the periods presented.
|
|
Year Ended
December 31, |
||||||||||
|
2019
|
|
2018
|
|
Change
|
||||||
Revenues ($ in thousands)
|
|
|
|
|
|
||||||
Accommodation revenue (1)
|
$
|
126,047
|
|
|
$
|
117,896
|
|
|
$
|
8,151
|
|
Food service and other services revenue (2)
|
30,046
|
|
|
1,342
|
|
|
28,704
|
|
|||
Total revenues
|
$
|
156,093
|
|
|
$
|
119,238
|
|
|
$
|
36,855
|
|
|
|
|
|
|
|
||||||
Cost of sales ($ in thousands)
|
|
|
|
|
|
||||||
Accommodation cost
|
60,045
|
|
|
57,366
|
|
|
2,679
|
|
|||
Food service and other services cost
|
26,073
|
|
|
1,150
|
|
|
24,923
|
|
|||
Indirect other cost
|
2,972
|
|
|
2,552
|
|
|
420
|
|
|||
Total cost of sales and services
|
$
|
89,090
|
|
|
$
|
61,068
|
|
|
$
|
28,022
|
|
|
|
|
|
|
|
||||||
Gross margin as a % of revenues
|
42.9
|
%
|
|
48.8
|
%
|
|
(5.9
|
)%
|
|||
|
|
|
|
|
|
||||||
Average daily rate for villages (3)
|
$
|
73
|
|
|
$
|
78
|
|
|
$
|
(5
|
)
|
|
|
|
|
|
|
||||||
Total billed rooms for villages (4)
|
1,717,186
|
|
|
1,512,030
|
|
|
205,156
|
|
|||
|
|
|
|
|
|
||||||
Australian dollar to U.S. dollar
|
$
|
0.695
|
|
|
$
|
0.748
|
|
|
$
|
(0.053
|
)
|
(1)
|
Includes revenues related to village rooms and hospitality services for owned rooms for the periods presented.
|
(2)
|
Includes revenues related to food service and other services, including facilities management for the periods presented.
|
(3)
|
Average daily rate is based on billed rooms and accommodation revenue.
|
(4)
|
Billed rooms represents total billed days for the periods presented.
|
|
|
Year Ended
December 31, |
||||||||||
|
|
2019
|
|
2018
|
|
Change
|
||||||
Revenues ($ in thousands)
|
|
$
|
45,811
|
|
|
$
|
51,442
|
|
|
$
|
(5,631
|
)
|
|
|
|
|
|
|
|
||||||
Cost of sales ($ in thousands)
|
|
$
|
38,100
|
|
|
$
|
44,089
|
|
|
$
|
(5,989
|
)
|
|
|
|
|
|
|
|
||||||
Gross margin as a % of revenues
|
|
16.8
|
%
|
|
14.3
|
%
|
|
2.5
|
%
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Lender commitments (1)
|
$
|
263,500
|
|
|
$
|
239,500
|
|
Reductions in availability (2)
|
(6,591
|
)
|
|
(14,469
|
)
|
||
Borrowings against revolving credit capacity
|
(134,117
|
)
|
|
(131,266
|
)
|
||
Outstanding letters of credit
|
(2,031
|
)
|
|
(3,445
|
)
|
||
Unused availability
|
120,761
|
|
|
90,320
|
|
||
Cash and cash equivalents
|
3,331
|
|
|
12,372
|
|
||
Total available liquidity
|
$
|
124,092
|
|
|
$
|
102,692
|
|
(1)
|
We also have a A$2.0 million bank guarantee facility. We had bank guarantees of A$0.7 million under this facility outstanding as of both December 31, 2019 and 2018, respectively.
|
(2)
|
As of December 31, 2019, $6.6 million of our borrowing capacity under the Credit Agreement (as defined below) could not be utilized in order to maintain compliance with the maximum leverage ratio financial covenant in the Credit Agreement. As of December 31, 2018, $14.5 million of our borrowing capacity under the Credit Agreement could not be utilized in order to maintain compliance with the maximum leverage ratio financial covenant in the Credit Agreement.
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||||||
|
Expansion
|
|
Maint
|
|
Total
|
|
Expansion
|
|
Maint
|
|
Total
|
||||||||||||
Lodge/village
|
17.6
|
|
|
5.1
|
|
|
22.7
|
|
|
2.0
|
|
|
6.7
|
|
|
8.7
|
|
||||||
Mobile camp
|
1.4
|
|
|
0.5
|
|
|
1.9
|
|
|
1.1
|
|
|
0.6
|
|
|
1.7
|
|
||||||
Other
|
1.9
|
|
|
3.3
|
|
|
5.2
|
|
|
3.3
|
|
|
3.4
|
|
|
6.7
|
|
||||||
Total
|
$
|
20.9
|
|
|
$
|
8.9
|
|
|
$
|
29.8
|
|
|
$
|
6.4
|
|
|
$
|
10.7
|
|
|
$
|
17.1
|
|
|
Canada
|
|
Australia
|
|
U.S.
|
|
Total
|
||||||||
Balance at December 31, 2018
|
$
|
362,258
|
|
|
$
|
16,918
|
|
|
$
|
—
|
|
|
$
|
379,176
|
|
Borrowings under revolving credit facilities
|
335,356
|
|
|
5,259
|
|
|
41,000
|
|
|
381,615
|
|
||||
Repayments of borrowings under revolving credit facilities
|
(322,000
|
)
|
|
(22,071
|
)
|
|
(41,000
|
)
|
|
(385,071
|
)
|
||||
Repayments of term loans
|
(34,942
|
)
|
|
—
|
|
|
—
|
|
|
(34,942
|
)
|
||||
Translation
|
18,408
|
|
|
(106
|
)
|
|
—
|
|
|
18,302
|
|
||||
Balance at December 31, 2019
|
$
|
359,080
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
359,080
|
|
•
|
increased the aggregate revolving loan commitments by $24.0 million under the Credit Agreement, to a maximum principal amount of $183.5 million under the Canadian revolving credit facility until November 30, 2020, which will be reduced thereafter to reflect the termination of the commitments of the non-extending lenders described below;
|
•
|
extended the maturity date of the commitments and loans of certain lenders to November 30, 2021. Two lenders did not extend the maturity date of their commitments and loans. At the date of the amendment, one non-extending lender has outstanding Canadian term loans of $6.9 million, a Canadian revolving commitment of $15.7 million and an Australian revolving commitment of $10.4 million that matures on November 30, 2020. The other non-extending lender has a U.S. revolving commitment of $7.4 million and a Canadian revolving commitment of $22.5 million that matures on November 30, 2020; and
|
•
|
adjusted the maximum leverage ratio financial covenant as follows:
|
Period Ended
|
Maximum Leverage Ratio
|
December 31, 2019
|
4.00 : 1:00
|
March 31, 2020, June 30, 2020 & September 30, 2020
|
3:75 : 1:00
|
December 31, 2020 & thereafter
|
3.50 : 1:00
|
|
Total
|
|
Less Than 1
Year
|
|
1 – 3 Years
|
|
3 – 5 Years
|
|
More
Than 5
Years
|
||||||||||
Total debt
|
$
|
359,080
|
|
|
$
|
35,427
|
|
|
$
|
323,653
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest payments(1)
|
37,916
|
|
|
20,293
|
|
|
17,623
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations
|
14,617
|
|
|
14,617
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Non-cancelable operating lease obligations
|
31,982
|
|
|
6,979
|
|
|
9,575
|
|
|
7,287
|
|
|
8,141
|
|
|||||
Asset retirement obligations – expected cash payments
|
96,718
|
|
|
3,197
|
|
|
281
|
|
|
3,170
|
|
|
90,070
|
|
|||||
Total contractual cash obligations
|
$
|
540,313
|
|
|
$
|
80,513
|
|
|
$
|
351,132
|
|
|
$
|
10,457
|
|
|
$
|
98,211
|
|
(1)
|
Interest payments due under the Credit Agreement, which matures on November 30, 2021; based on a weighted average interest rate of 5.8% for Canadian term loan and 6.7% for Canadian revolver borrowings for the twelve month period ended December 31, 2019.
|
•
|
Core Region
|
◦
|
Fort McMurray Village – North Athabasca
|
◦
|
Beaver River Lodge – North Athabasca
|
◦
|
Athabasca Lodge – North Athabasca
|
◦
|
Hudson and Borealis Lodges – North Athabasca
|
•
|
McClelland Lake Lodge – North Athabasca
|
•
|
Wapasu Lodge – North Athabasca
|
•
|
Grey Wolf Lodge - North Athabasca
|
•
|
Conklin Lodge – South Athabasca
|
•
|
Anzac Lodge – South Athabasca
|
•
|
Red Earth Lodge - South Athabasca
|
•
|
Wabasca Lodge - South Athabasca
|
•
|
Sitka Lodge – Kitimat, British Columbia
|
•
|
Geetla camp – British Columbia
|
•
|
Boundary camp – Saskatchewan
|
•
|
Antler River camp – Manitoba
|
•
|
Red Earth camp – Alberta
|
•
|
Christina Lake camp – Alberta
|
•
|
Mobile camp assets
|
•
|
Noble manufacturing facility
|
•
|
Various land holdings in British Columbia purchased in anticipation of potential LNG related projects
|
•
|
Karratha – Pilbara Region, Western Australia
|
•
|
Action – Assets held on client owned sites in Western Australia
|
•
|
Kambalda – Kambalda, Western Australia
|
•
|
Gunnedah Basin
|
◦
|
Narrabri – Gunnedah Basin, New South Wales
|
◦
|
Boggabri – Gunnedah Basin, New South Wales
|
•
|
Bowen Basin
|
◦
|
Moranbah – Bowen Basin, Queensland
|
◦
|
Dysart – Bowen Basin, Queensland
|
◦
|
Nebo – Bowen Basin, Queensland
|
◦
|
Coppabella – Bowen Basin, Queensland
|
◦
|
Middlemount – Bowen Basin, Queensland
|
•
|
Various non-operational sites acquired as part of Civeo’s land-banking strategy
|
•
|
West Permian Lodge – Texas
|
•
|
Killdeer Lodge – North Dakota
|
•
|
Acadian Acres Lodge – Louisiana
|
•
|
Offshore – this asset group includes mobile camp assets which are utilized in the Gulf of Mexico
|
•
|
Wellsites – this asset group includes mobile camp assets, primarily in the Rocky mountain corridor, the Bakken shale region, the Mid-Continent and the Permian Basin region
|
•
|
Killdeer WWTP – this asset group represents a WWTP in Killdeer, North Dakota, which was constructed in early 2014
|
Exhibit No.
|
|
Description
|
|
|
|
2.1
|
|
|
|
|
|
2.2
|
|
|
|
|
|
2.3
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3*
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5†
|
|
|
|
|
|
10.6†
|
|
|
|
|
|
10.7†
|
|
|
|
|
|
10.8†
|
|
|
|
|
|
10.9†
|
|
|
|
|
|
10.10†
|
|
|
|
|
|
10.11†
|
|
|
|
|
|
10.12†
|
|
|
|
|
|
10.13†
|
|
|
|
|
|
10.14†
|
|
|
|
|
|
10.15†
|
|
|
|
|
|
10.16†
|
|
|
|
|
|
10.17†
|
|
|
|
|
|
10.18†
|
|
|
|
|
|
10.19†
|
|
|
|
|
|
10.20†
|
|
|
|
|
|
10.21†
|
|
|
|
|
|
10.22†
|
|
|
|
|
|
10.23†
|
|
|
|
|
|
10.24†
|
|
|
|
|
|
10.25†
|
|
|
|
|
|
10.26†
|
|
|
|
|
|
10.27†
|
|
|
|
|
|
10.28†
|
|
|
|
|
|
10.29†
|
|
|
|
|
|
10.30
|
|
|
|
|
|
10.31
|
|
|
10.32
|
|
|
|
|
|
10.33†
|
|
|
|
|
|
10.34†
|
|
|
|
|
|
21.1*
|
|
|
|
|
|
23.1*
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1**
|
|
|
|
|
|
32.2**
|
|
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
*
|
Filed herewith.
|
†
|
Management contracts and compensatory plans and arrangements.
|
**
|
Furnished herewith.
|
|
CIVEO CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
By
|
/s/ CAROLYN J. STONE
|
|
|
|
Carolyn J. Stone
|
|
|
|
Senior Vice President, Chief Financial Officer and Treasurer (Duly Authorized Officer and Principal Financial Officer)
|
Signature
|
|
Title
|
|
|
|
/s/ RICHARD A. NAVARRE
|
|
Chairman of the Board
|
Richard A. Navarre
|
|
|
|
|
|
/s/ BRADLEY J. DODSON
|
|
Director, President & Chief Executive Officer
|
Bradley J. Dodson
|
|
(Principal Executive Officer)
|
|
|
|
/s/ CAROLYN J. STONE
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
Carolyn J. Stone
|
|
(Principal Financial Officer and Accounting Officer)
|
|
|
|
/s/ C. RONALD BLANKENSHIP
|
|
Director
|
C. Ronald Blankenship
|
|
|
|
|
|
/s/ MARTIN A. LAMBERT
|
|
Director
|
Martin A. Lambert
|
|
|
|
|
|
/s/ CONSTANCE B. MOORE
|
|
Director
|
Constance B. Moore
|
|
|
|
|
|
/s/ CHARLES SZALKOWSKI
|
|
Director
|
Charles Szalkowski
|
|
|
|
|
|
/s/ TIMOTHY O. WALL
|
|
Director
|
Timothy O. Wall
|
|
|
|
|
|
|
Page No.
|
|
|
|
YEAR ENDED DECEMBER 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Service and other
|
$
|
492,700
|
|
|
$
|
428,829
|
|
|
$
|
363,731
|
|
Rental
|
27,993
|
|
|
20,079
|
|
|
7,731
|
|
|||
Product
|
6,862
|
|
|
17,784
|
|
|
10,814
|
|
|||
|
527,555
|
|
|
466,692
|
|
|
382,276
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Service and other costs
|
338,923
|
|
|
296,097
|
|
|
232,117
|
|
|||
Rental costs
|
22,510
|
|
|
21,472
|
|
|
12,861
|
|
|||
Product costs
|
5,381
|
|
|
14,845
|
|
|
12,280
|
|
|||
Selling, general and administrative expenses
|
59,586
|
|
|
67,036
|
|
|
63,431
|
|
|||
Depreciation and amortization expense
|
123,768
|
|
|
125,846
|
|
|
126,443
|
|
|||
Impairment expense
|
26,148
|
|
|
28,661
|
|
|
31,604
|
|
|||
Other operating expense
|
290
|
|
|
790
|
|
|
1,511
|
|
|||
|
576,606
|
|
|
554,747
|
|
|
480,247
|
|
|||
Operating loss
|
(49,051
|
)
|
|
(88,055
|
)
|
|
(97,971
|
)
|
|||
|
|
|
|
|
|
||||||
Interest expense
|
(27,383
|
)
|
|
(26,258
|
)
|
|
(21,439
|
)
|
|||
Loss on extinguishment of debt
|
—
|
|
|
(748
|
)
|
|
(842
|
)
|
|||
Interest income
|
78
|
|
|
226
|
|
|
200
|
|
|||
Other income
|
7,281
|
|
|
1,623
|
|
|
1,308
|
|
|||
Loss before income taxes
|
(69,075
|
)
|
|
(113,212
|
)
|
|
(118,744
|
)
|
|||
Income tax benefit
|
10,741
|
|
|
31,365
|
|
|
13,490
|
|
|||
Net loss
|
(58,334
|
)
|
|
(81,847
|
)
|
|
(105,254
|
)
|
|||
Less: Net income attributable to noncontrolling interest
|
157
|
|
|
396
|
|
|
459
|
|
|||
Net loss attributable to Civeo Corporation
|
(58,491
|
)
|
|
(82,243
|
)
|
|
(105,713
|
)
|
|||
Less: Dividends attributable to Class A preferred shares
|
1,849
|
|
|
49,589
|
|
|
—
|
|
|||
Net loss attributable to Civeo common shareholders
|
$
|
(60,340
|
)
|
|
$
|
(131,832
|
)
|
|
$
|
(105,713
|
)
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Per Share Data (see Note 8)
|
|
|
|
|
|
||||||
Basic net loss per share attributable to Civeo Corporation common shareholders
|
$
|
(0.36
|
)
|
|
$
|
(0.84
|
)
|
|
$
|
(0.82
|
)
|
|
|
|
|
|
|
||||||
Diluted net loss per share attributable to Civeo Corporation common shareholders
|
$
|
(0.36
|
)
|
|
$
|
(0.84
|
)
|
|
$
|
(0.82
|
)
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
167,047
|
|
|
157,231
|
|
|
128,365
|
|
|||
Diluted
|
167,047
|
|
|
157,231
|
|
|
128,365
|
|
|
YEAR ENDED DECEMBER 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Net loss
|
$
|
(58,334
|
)
|
|
$
|
(81,847
|
)
|
|
$
|
(105,254
|
)
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment, net of zero taxes
|
8,076
|
|
|
(43,036
|
)
|
|
35,038
|
|
|||
Total other comprehensive income (loss), net of taxes
|
8,076
|
|
|
(43,036
|
)
|
|
35,038
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive loss
|
(50,258
|
)
|
|
(124,883
|
)
|
|
(70,216
|
)
|
|||
Less: Comprehensive income attributable to noncontrolling interest
|
157
|
|
|
396
|
|
|
780
|
|
|||
Comprehensive loss attributable to Civeo Corporation
|
$
|
(50,415
|
)
|
|
$
|
(125,279
|
)
|
|
$
|
(70,996
|
)
|
|
|
DECEMBER 31,
|
||||||
|
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
|
||||
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
3,331
|
|
|
$
|
12,372
|
|
Accounts receivable, net
|
|
99,493
|
|
|
70,223
|
|
||
Inventories
|
|
5,877
|
|
|
4,313
|
|
||
Prepaid expenses
|
|
7,247
|
|
|
7,036
|
|
||
Other current assets
|
|
7,904
|
|
|
3,556
|
|
||
Assets held for sale
|
|
7,589
|
|
|
10,297
|
|
||
Total current assets
|
|
131,441
|
|
|
107,797
|
|
||
|
|
|
|
|
||||
Property, plant and equipment, net
|
|
590,309
|
|
|
658,905
|
|
||
Goodwill
|
|
110,173
|
|
|
114,207
|
|
||
Other intangible assets, net
|
|
111,837
|
|
|
119,409
|
|
||
Operating lease right-of-use assets
|
|
24,876
|
|
|
—
|
|
||
Other noncurrent assets
|
|
1,276
|
|
|
1,359
|
|
||
Total assets
|
|
$
|
969,912
|
|
|
$
|
1,001,677
|
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
36,971
|
|
|
$
|
28,334
|
|
Accrued liabilities
|
|
21,755
|
|
|
15,956
|
|
||
Income taxes
|
|
328
|
|
|
310
|
|
||
Current portion of long-term debt
|
|
35,080
|
|
|
33,329
|
|
||
Deferred revenue
|
|
7,165
|
|
|
3,035
|
|
||
Other current liabilities
|
|
8,741
|
|
|
5,719
|
|
||
Total current liabilities
|
|
110,040
|
|
|
86,683
|
|
||
|
|
|
|
|
||||
Long-term debt, less current maturities
|
|
321,792
|
|
|
342,908
|
|
||
Deferred income taxes
|
|
9,452
|
|
|
18,442
|
|
||
Operating lease liabilities
|
|
21,231
|
|
|
—
|
|
||
Other noncurrent liabilities
|
|
16,592
|
|
|
18,220
|
|
||
Total liabilities
|
|
479,107
|
|
|
466,253
|
|
||
|
|
|
|
|
||||
Commitments and contingencies (Note 17)
|
|
|
|
|
||||
|
|
|
|
|
||||
Shareholders’ Equity:
|
|
|
|
|
||||
Preferred shares (Class A Series 1, no par value; 50,000,000 shares authorized, 9,042 shares issued and outstanding, respectively; aggregate liquidation preference of $93,627,392 and $98,243,690 as of December 31, 2019 and 2018)
|
|
58,129
|
|
|
56,280
|
|
||
Common shares (no par value; 550,000,000 shares authorized, 171,656,039 shares and 166,392,479 shares issued, respectively, and 169,556,403 shares and 165,932,334 shares outstanding, respectively)
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
1,572,249
|
|
|
1,562,133
|
|
||
Accumulated deficit
|
|
(771,590
|
)
|
|
(710,551
|
)
|
||
Common shares held in treasury at cost, 2,099,636 and 460,145 shares, respectively
|
|
(5,472
|
)
|
|
(1,189
|
)
|
||
Accumulated other comprehensive loss
|
|
(363,173
|
)
|
|
(371,249
|
)
|
||
Total Civeo Corporation shareholders’ equity
|
|
490,143
|
|
|
535,424
|
|
||
Noncontrolling interest
|
|
662
|
|
|
—
|
|
||
Total shareholders’ equity
|
|
490,805
|
|
|
535,424
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
969,912
|
|
|
$
|
1,001,677
|
|
|
Attributable to Civeo
|
|
|
|
|||||||||||||||||||||||||||
|
Preferred Shares
|
|
Common Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
Par Value
|
|
Additional
Paid-in Capital |
|
Accumulated
Deficit |
|
Treasury
Shares |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Noncontrolling
Interest |
|
Total
Shareholders’ Equity |
||||||||||||||||
Balance, December 31, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,311,226
|
|
|
$
|
(472,764
|
)
|
|
$
|
(65
|
)
|
|
$
|
(362,930
|
)
|
|
$
|
523
|
|
|
$
|
475,990
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(105,713
|
)
|
|
—
|
|
|
—
|
|
|
459
|
|
|
(105,254
|
)
|
||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,717
|
|
|
321
|
|
|
35,038
|
|
||||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,186
|
)
|
|
(1,186
|
)
|
||||||||
Cumulative effect of implementation of ASU 2016-09
|
—
|
|
|
—
|
|
|
636
|
|
|
(636
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of common shares
|
—
|
|
|
—
|
|
|
64,734
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64,734
|
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
7,338
|
|
|
—
|
|
|
(293
|
)
|
|
—
|
|
|
—
|
|
|
7,045
|
|
||||||||
Balance, December 31, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,383,934
|
|
|
$
|
(579,113
|
)
|
|
$
|
(358
|
)
|
|
$
|
(328,213
|
)
|
|
$
|
117
|
|
|
$
|
476,367
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(82,243
|
)
|
|
—
|
|
|
—
|
|
|
396
|
|
|
(81,847
|
)
|
||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,036
|
)
|
|
—
|
|
|
(43,036
|
)
|
||||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(513
|
)
|
|
(513
|
)
|
||||||||
Cumulative effect of implementation of ASU 2014-09
|
—
|
|
|
—
|
|
|
—
|
|
|
394
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
394
|
|
||||||||
Issuance of shares for acquisitions
|
6,972
|
|
|
—
|
|
|
166,882
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
173,854
|
|
||||||||
Dividends attributable to Class A preferred shares
|
49,308
|
|
|
—
|
|
|
281
|
|
|
(49,589
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
11,036
|
|
|
—
|
|
|
(831
|
)
|
|
—
|
|
|
—
|
|
|
10,205
|
|
||||||||
Balance, December 31, 2018
|
$
|
56,280
|
|
|
$
|
—
|
|
|
$
|
1,562,133
|
|
|
$
|
(710,551
|
)
|
|
$
|
(1,189
|
)
|
|
$
|
(371,249
|
)
|
|
$
|
—
|
|
|
$
|
535,424
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(58,491
|
)
|
|
—
|
|
|
—
|
|
|
157
|
|
|
(58,334
|
)
|
||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,076
|
|
|
—
|
|
|
8,076
|
|
||||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(182
|
)
|
|
(182
|
)
|
||||||||
Cumulative effect of implementation of ASU 2016-02
|
—
|
|
|
—
|
|
|
—
|
|
|
(699
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(699
|
)
|
||||||||
Dividends attributable to Class A preferred shares
|
1,849
|
|
|
—
|
|
|
—
|
|
|
(1,849
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Acquisition of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
687
|
|
|
687
|
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
10,116
|
|
|
—
|
|
|
(4,283
|
)
|
|
—
|
|
|
—
|
|
|
5,833
|
|
||||||||
Balance, December 31, 2019
|
$
|
58,129
|
|
|
$
|
—
|
|
|
$
|
1,572,249
|
|
|
$
|
(771,590
|
)
|
|
$
|
(5,472
|
)
|
|
$
|
(363,173
|
)
|
|
$
|
662
|
|
|
$
|
490,805
|
|
|
Preferred
Shares (in thousands) |
|
Common Shares (in thousands)
|
||
Balance, December 31, 2016
|
—
|
|
|
108,103
|
|
Issuance of common shares
|
—
|
|
|
23,000
|
|
Share-based compensation
|
—
|
|
|
1,159
|
|
Balance, December 31, 2017
|
—
|
|
|
132,262
|
|
Issuance of shares for acquisitions
|
9,042
|
|
|
31,974
|
|
Share-based compensation
|
—
|
|
|
1,696
|
|
Balance, December 31, 2018
|
9,042
|
|
|
165,932
|
|
Share-based compensation
|
—
|
|
|
3,624
|
|
Balance, December 31, 2019
|
9,042
|
|
|
169,556
|
|
|
YEAR ENDED DECEMBER 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(58,334
|
)
|
|
$
|
(81,847
|
)
|
|
$
|
(105,254
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
123,768
|
|
|
125,846
|
|
|
126,443
|
|
|||
Impairment charges
|
26,148
|
|
|
28,661
|
|
|
31,604
|
|
|||
Inventory write-down
|
—
|
|
|
—
|
|
|
525
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
748
|
|
|
842
|
|
|||
Deferred income tax benefit
|
(11,713
|
)
|
|
(31,403
|
)
|
|
(8,976
|
)
|
|||
Non-cash compensation charge
|
10,116
|
|
|
11,036
|
|
|
7,338
|
|
|||
Gain on disposals of assets
|
(3,882
|
)
|
|
(1,606
|
)
|
|
(825
|
)
|
|||
Provision (benefit) for loss on receivables, net of recoveries
|
(30
|
)
|
|
(276
|
)
|
|
51
|
|
|||
Other, net
|
2,659
|
|
|
4,879
|
|
|
3,871
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(20,547
|
)
|
|
13,326
|
|
|
(6,896
|
)
|
|||
Inventories
|
(87
|
)
|
|
3,376
|
|
|
(4,463
|
)
|
|||
Accounts payable and accrued liabilities
|
8,473
|
|
|
(17,716
|
)
|
|
12,674
|
|
|||
Taxes payable
|
(75
|
)
|
|
5,310
|
|
|
3,210
|
|
|||
Other current assets and liabilities, net
|
(2,015
|
)
|
|
(5,943
|
)
|
|
(3,318
|
)
|
|||
Net cash flows provided by operating activities
|
74,481
|
|
|
54,391
|
|
|
56,826
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(29,812
|
)
|
|
(17,108
|
)
|
|
(11,194
|
)
|
|||
Payments related to acquisitions, net of cash acquired
|
(16,434
|
)
|
|
(171,337
|
)
|
|
—
|
|
|||
Proceeds from disposition of property, plant and equipment
|
5,906
|
|
|
5,844
|
|
|
1,908
|
|
|||
Other, net
|
1,762
|
|
|
654
|
|
|
548
|
|
|||
Net cash flows used in investing activities
|
(38,578
|
)
|
|
(181,947
|
)
|
|
(8,738
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of common shares, net
|
—
|
|
|
—
|
|
|
64,734
|
|
|||
Revolving credit borrowings
|
381,615
|
|
|
358,312
|
|
|
44,525
|
|
|||
Revolving credit repayments
|
(385,071
|
)
|
|
(217,339
|
)
|
|
(84,462
|
)
|
|||
Term loan repayments
|
(34,942
|
)
|
|
(26,609
|
)
|
|
(40,781
|
)
|
|||
Debt issuance costs
|
(1,950
|
)
|
|
(4,009
|
)
|
|
(1,795
|
)
|
|||
Other, net
|
(4,283
|
)
|
|
(832
|
)
|
|
(293
|
)
|
|||
Net cash flows provided by (used in) financing activities
|
(44,631
|
)
|
|
109,523
|
|
|
(18,072
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash
|
(313
|
)
|
|
(2,242
|
)
|
|
846
|
|
|||
Net change in cash and cash equivalents
|
(9,041
|
)
|
|
(20,275
|
)
|
|
30,862
|
|
|||
Cash and cash equivalents, beginning of period
|
12,372
|
|
|
32,647
|
|
|
1,785
|
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
3,331
|
|
|
$
|
12,372
|
|
|
$
|
32,647
|
|
|
|
|
|
|
|
||||||
Non-cash investing activities:
|
|
|
|
|
|
||||||
Value of common shares issued as consideration for acquisitions
|
—
|
|
|
119,797
|
|
|
—
|
|
|||
Value of preferred shares issued as consideration for acquisition
|
—
|
|
|
54,821
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Non-cash financing activities:
|
|
|
|
|
|
||||||
Preferred dividends paid-in-kind
|
1,849
|
|
|
1,459
|
|
|
—
|
|
1.
|
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
3.
|
REVENUE
|
|
2019
|
|
2018
|
|
2017
|
||||||
Canada
|
|
|
|
|
|
||||||
Accommodation revenues
|
$
|
281,577
|
|
|
$
|
266,899
|
|
|
$
|
228,062
|
|
Mobile facility rental revenues
|
9,575
|
|
|
9,316
|
|
|
3,935
|
|
|||
Food service and other services revenues
|
33,485
|
|
|
15,601
|
|
|
11,891
|
|
|||
Manufacturing revenues
|
1,014
|
|
|
4,196
|
|
|
1,707
|
|
|||
Total Canada revenues
|
325,651
|
|
|
296,012
|
|
|
245,595
|
|
|||
|
|
|
|
|
|
||||||
Australia
|
|
|
|
|
|
||||||
Accommodation revenues
|
$
|
126,047
|
|
|
$
|
117,896
|
|
|
$
|
111,221
|
|
Food service and other services revenues
|
30,046
|
|
|
1,342
|
|
|
—
|
|
|||
Total Australia revenues
|
156,093
|
|
|
119,238
|
|
|
111,221
|
|
|||
|
|
|
|
|
|
||||||
United States
|
|
|
|
|
|
||||||
Accommodation revenues
|
$
|
12,462
|
|
|
$
|
18,288
|
|
|
$
|
9,832
|
|
Mobile facility rental revenues
|
28,119
|
|
|
20,389
|
|
|
8,764
|
|
|||
Manufacturing revenues
|
5,085
|
|
|
12,595
|
|
|
6,693
|
|
|||
Food service and other services revenues
|
145
|
|
|
170
|
|
|
171
|
|
|||
Total United States revenues
|
45,811
|
|
|
51,442
|
|
|
25,460
|
|
|||
|
|
|
|
|
|
||||||
Total revenues
|
$
|
527,555
|
|
|
$
|
466,692
|
|
|
$
|
382,276
|
|
|
For the years ending December 31,
|
||||||||||||||||||
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||
Revenue expected to be recognized as of December 31, 2019
|
$
|
140,846
|
|
|
$
|
52,962
|
|
|
$
|
22,706
|
|
|
$
|
8,413
|
|
|
$
|
224,927
|
|
4.
|
IMPAIRMENT CHARGES
|
|
Canada
|
|
Australia
|
|
U.S.
|
|
Total
|
||||||||
Quarter ended June 30, 2019
|
|
|
|
|
|
|
|
||||||||
Long-lived assets
|
$
|
—
|
|
|
$
|
5,546
|
|
|
$
|
—
|
|
|
$
|
5,546
|
|
Quarter ended December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Long-lived assets
|
702
|
|
|
—
|
|
|
—
|
|
|
702
|
|
||||
Goodwill
|
19,900
|
|
|
—
|
|
|
—
|
|
|
19,900
|
|
||||
Total
|
$
|
20,602
|
|
|
$
|
5,546
|
|
|
$
|
—
|
|
|
$
|
26,148
|
|
|
Canada
|
|
Australia
|
|
U.S.
|
|
Total
|
||||||||
Quarter ended March 31, 2018
|
|
|
|
|
|
|
|
||||||||
Long-lived assets
|
$
|
28,661
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,661
|
|
Total
|
$
|
28,661
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,661
|
|
|
Canada
|
|
Australia
|
|
U.S.
|
|
Total
|
||||||||
Quarter ended September 30, 2017
|
|
|
|
|
|
|
|
||||||||
Long-lived assets
|
$
|
4,360
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,360
|
|
Quarter ended December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Long-lived assets
|
27,244
|
|
|
—
|
|
|
—
|
|
|
27,244
|
|
||||
Total
|
$
|
31,604
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,604
|
|
6.
|
DETAILS OF SELECTED BALANCE SHEET ACCOUNTS
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Accounts receivable, net:
|
|
|
|
||||
Trade
|
$
|
76,370
|
|
|
$
|
48,875
|
|
Unbilled revenue
|
23,041
|
|
|
21,169
|
|
||
Other
|
335
|
|
|
555
|
|
||
Total accounts receivable
|
99,746
|
|
|
70,599
|
|
||
Allowance for doubtful accounts
|
(253
|
)
|
|
(376
|
)
|
||
Total accounts receivable, net
|
$
|
99,493
|
|
|
$
|
70,223
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Inventories:
|
|
|
|
||||
Finished goods and purchased products
|
$
|
3,982
|
|
|
$
|
2,461
|
|
Work in process
|
813
|
|
|
945
|
|
||
Raw materials
|
1,082
|
|
|
907
|
|
||
Total inventories
|
$
|
5,877
|
|
|
$
|
4,313
|
|
|
Estimated
Useful Life (in years) |
|
December 31, 2019
|
|
December 31, 2018
|
||||
Property, plant and equipment, net:
|
|
|
|
|
|
||||
Land
|
|
|
$
|
43,147
|
|
|
$
|
46,805
|
|
Accommodations assets
|
3-15
|
|
1,696,425
|
|
|
1,650,758
|
|
||
Buildings and leasehold improvements
|
7-20
|
|
26,108
|
|
|
25,168
|
|
||
Machinery and equipment
|
4-15
|
|
12,060
|
|
|
10,693
|
|
||
Office furniture and equipment
|
3-7
|
|
58,005
|
|
|
54,459
|
|
||
Vehicles
|
3-5
|
|
14,604
|
|
|
14,589
|
|
||
Construction in progress
|
|
|
4,286
|
|
|
7,119
|
|
||
Total property, plant and equipment
|
|
|
1,854,635
|
|
|
1,809,591
|
|
||
Accumulated depreciation
|
|
|
(1,264,326
|
)
|
|
(1,150,686
|
)
|
||
Total property, plant and equipment, net
|
|
|
$
|
590,309
|
|
|
$
|
658,905
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Accrued liabilities:
|
|
|
|
||||
Accrued compensation
|
$
|
17,169
|
|
|
$
|
13,545
|
|
Accrued taxes, other than income taxes
|
3,152
|
|
|
2,177
|
|
||
Other
|
1,434
|
|
|
234
|
|
||
Total accrued liabilities
|
$
|
21,755
|
|
|
$
|
15,956
|
|
7.
|
ACQUISITIONS
|
Cash and cash equivalents
|
$
|
24
|
|
Accounts receivable (1)
|
21,456
|
|
|
Inventories
|
839
|
|
|
Other current assets
|
4,266
|
|
|
Property, plant and equipment
|
129,424
|
|
|
Goodwill
|
123,569
|
|
|
Intangible assets
|
110,736
|
|
|
Total assets acquired
|
390,314
|
|
|
|
|
||
Accounts payable and accrued liabilities
|
15,023
|
|
|
Income taxes payable
|
1,038
|
|
|
Other current liabilities
|
2,027
|
|
|
Deferred income taxes
|
51,543
|
|
|
Other noncurrent liabilities
|
5,133
|
|
|
Total liabilities assumed
|
74,764
|
|
|
Net assets acquired
|
$
|
315,550
|
|
(1)
|
The aggregate fair value of the acquired accounts receivable approximated the aggregate gross contractual amount.
|
|
Fair Value at
April 2, 2018 |
||
Amortizable Intangible Assets
|
|
|
|
Trade name
|
$
|
1,474
|
|
Contracts
|
106,766
|
|
|
Favorable lease contract
|
2,496
|
|
|
Total amortizable intangible assets
|
$
|
110,736
|
|
|
|
||
Amortizable Intangible Liabilities
|
|
||
Unfavorable lease contracts
|
$
|
2,456
|
|
Total amortizable intangible liabilities
|
$
|
2,456
|
|
|
|
||
Net intangible assets
|
$
|
108,280
|
|
|
Years Ended December 31, (Unaudited)
|
||||||
|
Pro forma
|
|
Pro forma
|
||||
|
2018
|
|
2017
|
||||
Revenues
|
$
|
501,275
|
|
|
$
|
506,040
|
|
Net loss attributable to Civeo Corporation common shareholders
|
(129,900
|
)
|
|
(91,420
|
)
|
||
Basic net loss per share attributable to Civeo Corporation common shareholders
|
$
|
(0.83
|
)
|
|
$
|
(0.57
|
)
|
Diluted net loss per share attributable to Civeo Corporation common shareholders
|
$
|
(0.83
|
)
|
|
$
|
(0.57
|
)
|
8.
|
EARNINGS PER SHARE
|
|
2019
|
|
2018
|
|
2017
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net loss attributable to Civeo common shareholders
|
$
|
(60,340
|
)
|
|
$
|
(131,832
|
)
|
|
$
|
(105,713
|
)
|
Less: income allocated to participating securities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Basic net income loss attributable to Civeo Corporation common shareholders
|
$
|
(60,340
|
)
|
|
$
|
(131,832
|
)
|
|
$
|
(105,713
|
)
|
Add: undistributed income attributable to participating securities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Less: undistributed income reallocated to participating securities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Diluted net loss attributable to Civeo Corporation common shareholders
|
$
|
(60,340
|
)
|
|
$
|
(131,832
|
)
|
|
$
|
(105,713
|
)
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
||||||
Weighted average shares outstanding - basic
|
167,047
|
|
|
157,231
|
|
|
128,365
|
|
|||
Dilutive shares - share based awards
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average shares outstanding - diluted
|
167,047
|
|
|
157,231
|
|
|
128,365
|
|
|||
|
|
|
|
|
|
||||||
Basic net loss per share attributable to Civeo Corporation common shareholders (1)
|
$
|
(0.36
|
)
|
|
$
|
(0.84
|
)
|
|
$
|
(0.82
|
)
|
|
|
|
|
|
|
||||||
Diluted net loss per share attributable to Civeo Corporation common shareholders (1)
|
$
|
(0.36
|
)
|
|
$
|
(0.84
|
)
|
|
$
|
(0.82
|
)
|
(1)
|
Computations may reflect rounding adjustments.
|
9.
|
ASSETS HELD FOR SALE
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Assets held for sale:
|
|
|
|
||||
Property, plant and equipment, net
|
$
|
7,589
|
|
|
$
|
10,297
|
|
Total assets held for sale
|
$
|
7,589
|
|
|
$
|
10,297
|
|
10.
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
2019
|
|
2018
|
|
2017
|
||||||
Interest (net of amounts capitalized)
|
$
|
23,882
|
|
|
$
|
23,098
|
|
|
$
|
17,362
|
|
Net income taxes paid (refunds received)
|
1,045
|
|
|
(5,271
|
)
|
|
(7,755
|
)
|
11.
|
GOODWILL AND OTHER INTANGIBLE ASSETS
|
|
Canada
|
|
Australia
|
|
U.S.
|
|
Total
|
||||||||
Balance as of December 31, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Noralta Acquisition (1)
|
120,893
|
|
|
—
|
|
|
—
|
|
|
120,893
|
|
||||
Foreign currency translation
|
(6,686
|
)
|
|
—
|
|
|
—
|
|
|
(6,686
|
)
|
||||
Balance as of December 31, 2018
|
114,207
|
|
|
—
|
|
|
—
|
|
|
114,207
|
|
||||
Action acquisition (1)
|
—
|
|
|
7,923
|
|
|
—
|
|
|
7,923
|
|
||||
Measurement period adjustments for Noralta Acquisition (2)
|
2,676
|
|
|
—
|
|
|
—
|
|
|
2,676
|
|
||||
Foreign currency translation
|
5,255
|
|
|
12
|
|
|
—
|
|
|
5,267
|
|
||||
Goodwill impairment (3)
|
(19,900
|
)
|
|
—
|
|
|
—
|
|
|
(19,900
|
)
|
||||
Balance as of December 31, 2019
|
$
|
102,238
|
|
|
$
|
7,935
|
|
|
$
|
—
|
|
|
$
|
110,173
|
|
(1)
|
Please see Note 7 – Acquisitions for further information.
|
(2)
|
The measurement period adjustment related to the Noralta Acquisition was a result of the first quarter 2019 finalization of our purchase price allocation and valuation related to intangible assets acquired.
|
(3)
|
Please see Note 4 – Impairment Charges for further information.
|
|
December 31,
|
|
December 31,
|
||||||||||||
|
2019
|
|
2018
|
||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
||||||||
Amortizable Intangible Assets
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
$
|
41,693
|
|
|
$
|
(38,104
|
)
|
|
$
|
41,809
|
|
|
$
|
(34,754
|
)
|
Trade name
|
3,450
|
|
|
(1,529
|
)
|
|
1,393
|
|
|
(1,388
|
)
|
||||
Contracts / agreements
|
155,063
|
|
|
(48,765
|
)
|
|
147,090
|
|
|
(36,930
|
)
|
||||
Favorable lease contract
|
—
|
|
|
—
|
|
|
2,358
|
|
|
(198
|
)
|
||||
Total amortizable intangible assets
|
$
|
200,206
|
|
|
$
|
(88,398
|
)
|
|
$
|
192,650
|
|
|
$
|
(73,270
|
)
|
|
|
|
|
|
|
|
|
||||||||
Indefinite-Lived Intangible Assets Not Subject to Amortization
|
|
|
|
|
|
|
|
||||||||
Licenses
|
29
|
|
|
—
|
|
|
29
|
|
|
—
|
|
||||
Total indefinite-lived intangible assets
|
29
|
|
|
—
|
|
|
29
|
|
|
—
|
|
||||
Total intangible assets
|
$
|
200,235
|
|
|
$
|
(88,398
|
)
|
|
$
|
192,679
|
|
|
$
|
(73,270
|
)
|
|
Year Ending
December 31,
|
||
2020
|
$
|
12,671
|
|
2021
|
6,098
|
|
|
2022
|
6,098
|
|
|
2023
|
5,943
|
|
|
2024
|
5,943
|
|
|
Thereafter
|
75,055
|
|
|
Total
|
$
|
111,808
|
|
12.
|
DEBT
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Canadian term loan, which matures on November 30, 2021 (except for non-extending lenders - see below); 3.125% of aggregate principal repayable per quarter; weighted average interest rate of 5.8% for the twelve-month period ended December 31, 2019
|
224,963
|
|
|
247,910
|
|
||
U.S. revolving credit facility, which matures on November 30, 2021 (except for non-extending lenders - see below), weighted average interest rate of 7.6% for the twelve-month period ended December 31, 2019
|
—
|
|
|
—
|
|
||
Canadian revolving credit facility, which matures on November 30, 2021 (except for non-extending lenders - see below), weighted average interest rate of 6.7% for the twelve-month period ended December 31, 2019
|
134,117
|
|
|
114,348
|
|
||
Australian revolving credit facility, which matures on November 30, 2021 (except for non-extending lenders - see below), weighted average interest rate of 5.3% for the twelve-month period ended December 31, 2019
|
—
|
|
|
16,918
|
|
||
|
359,080
|
|
|
379,176
|
|
||
Less: Unamortized debt issuance costs
|
2,208
|
|
|
2,939
|
|
||
Total debt
|
356,872
|
|
|
376,237
|
|
||
Less: Current portion of long-term debt, including unamortized debt issuance costs, net
|
35,080
|
|
|
33,329
|
|
||
Long-term debt, less current maturities
|
$
|
321,792
|
|
|
$
|
342,908
|
|
|
Year Ending
December 31, |
||
2020
|
35,427
|
|
|
2021
|
323,653
|
|
|
|
$
|
359,080
|
|
•
|
increased the aggregate revolving loan commitments by $24.0 million under the Credit Agreement, to a maximum principal amount of $183.5 million under the Canadian revolving credit facility until November 30, 2020, which will be reduced thereafter to reflect the termination of the commitments of the non-extending lenders described below;
|
•
|
extended the maturity date of the commitments and loans of certain lenders to November 30, 2021. Two lenders did not extend the maturity date of their commitments and loans. At the date of the amendment, one non-extending lender has outstanding Canadian term loans of $6.9 million, a Canadian revolving commitment of $15.7 million and an Australian revolving commitment of $10.4 million that matures on November 30, 2020. The other non-extending lender has a U.S. revolving commitment of $7.4 million and a Canadian revolving commitment of $22.5 million that matures on November 30, 2020; and
|
•
|
adjusted the maximum leverage ratio financial covenant as follows:
|
Period Ended
|
Maximum Leverage Ratio
|
December 31, 2019
|
4.00 : 1:00
|
March 31, 2020, June 30, 2020 & September 30, 2020
|
3:75 : 1:00
|
December 31, 2020 & thereafter
|
3.50 : 1:00
|
13.
|
LEASES
|
|
December 31, 2019
|
||
Operating leases
|
|
||
Operating lease right-of-use assets
|
$
|
24,876
|
|
|
|
||
Other current liabilities
|
$
|
5,543
|
|
Operating lease liabilities
|
21,231
|
|
|
Total operating lease liabilities
|
$
|
26,774
|
|
|
|
||
Weighted average remaining lease term
|
|
||
Operating leases
|
6.2 years
|
|
|
Weighted average discount rate
|
|
||
Operating leases
|
5.9
|
%
|
14.
|
RETIREMENT PLANS
|
15.
|
ASSET RETIREMENT OBLIGATIONS
|
|
2019
|
|
2018
|
||||
Asset retirement obligations
|
$
|
18,796
|
|
|
$
|
18,381
|
|
Less: Asset retirement obligations due within one year*
|
3,197
|
|
|
4,443
|
|
||
Long-term asset retirement obligations
|
$
|
15,599
|
|
|
$
|
13,938
|
|
*
|
Classified as a current liability on the consolidated balance sheets, under the caption “Other current liabilities.” Related to remediation work planned for 2020.
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance as of January 1
|
$
|
18,381
|
|
|
$
|
17,185
|
|
|
$
|
17,584
|
|
Accretion of discount
|
1,538
|
|
|
1,689
|
|
|
1,353
|
|
|||
New obligations
|
497
|
|
|
6,629
|
|
|
86
|
|
|||
Change in estimates of existing obligations
|
(1,989
|
)
|
|
(4,336
|
)
|
|
(1,901
|
)
|
|||
Settlement of obligations
|
(462
|
)
|
|
(1,013
|
)
|
|
(816
|
)
|
|||
Foreign currency translation
|
831
|
|
|
(1,773
|
)
|
|
879
|
|
|||
Balance as of December 31
|
$
|
18,796
|
|
|
$
|
18,381
|
|
|
$
|
17,185
|
|
16.
|
INCOME TAXES
|
|
2019
|
|
2018
|
|
2017
|
||||||
Canada operations
|
$
|
(60,372
|
)
|
|
$
|
(100,874
|
)
|
|
$
|
(87,143
|
)
|
Foreign operations
|
(8,703
|
)
|
|
(12,338
|
)
|
|
(31,601
|
)
|
|||
Total
|
$
|
(69,075
|
)
|
|
$
|
(113,212
|
)
|
|
$
|
(118,744
|
)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
||||||
Canada
|
$
|
706
|
|
|
$
|
(1,151
|
)
|
|
$
|
(5,986
|
)
|
Foreign
|
266
|
|
|
1,189
|
|
|
1,472
|
|
|||
Total
|
$
|
972
|
|
|
$
|
38
|
|
|
$
|
(4,514
|
)
|
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
||||||
Canada
|
$
|
(9,399
|
)
|
|
$
|
(31,403
|
)
|
|
$
|
(9,194
|
)
|
Foreign
|
(2,314
|
)
|
|
—
|
|
|
218
|
|
|||
Total
|
$
|
(11,713
|
)
|
|
$
|
(31,403
|
)
|
|
$
|
(8,976
|
)
|
|
|
|
|
|
|
||||||
Net income tax benefit
|
$
|
(10,741
|
)
|
|
$
|
(31,365
|
)
|
|
$
|
(13,490
|
)
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
Canadian federal tax benefit at statutory rates
|
$
|
(10,361
|
)
|
|
15.0
|
%
|
|
$
|
(16,982
|
)
|
|
15.0
|
%
|
|
$
|
(17,812
|
)
|
|
15.0
|
%
|
Canadian provincial income tax
|
(5,158
|
)
|
|
7.5
|
%
|
|
(12,105
|
)
|
|
10.7
|
%
|
|
(10,457
|
)
|
|
8.8
|
%
|
|||
Effect of foreign income tax, net
|
55
|
|
|
(0.1
|
)%
|
|
(1,756
|
)
|
|
1.6
|
%
|
|
(6,797
|
)
|
|
5.7
|
%
|
|||
Valuation allowance – Other
|
2,257
|
|
|
(3.3
|
)%
|
|
(622
|
)
|
|
0.5
|
%
|
|
19,131
|
|
|
(16.1
|
)%
|
|||
Enacted tax rate change - Canada
|
(2,452
|
)
|
|
3.5
|
%
|
|
—
|
|
|
—
|
%
|
|
598
|
|
|
(0.5
|
)%
|
|||
U.S tax reform rate change
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
9,047
|
|
|
(7.6
|
)%
|
|||
Valuation allowance - U.S. tax reform
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(9,047
|
)
|
|
7.6
|
%
|
|||
Goodwill impairment
|
4,689
|
|
|
(6.8
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Nondeductible compensation
|
1,203
|
|
|
(1.7
|
)%
|
|
181
|
|
|
(0.2
|
)%
|
|
—
|
|
|
—
|
%
|
|||
Unrealized intercompany foreign currency translation gain
|
(1,451
|
)
|
|
2.1
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Other, net
|
477
|
|
|
(0.7
|
)%
|
|
(81
|
)
|
|
0.1
|
%
|
|
1,847
|
|
|
(1.5
|
)%
|
|||
Net income tax benefit
|
$
|
(10,741
|
)
|
|
15.5
|
%
|
|
$
|
(31,365
|
)
|
|
27.7
|
%
|
|
$
|
(13,490
|
)
|
|
11.4
|
%
|
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss
|
$
|
97,920
|
|
|
$
|
92,600
|
|
Employee benefits
|
3,082
|
|
|
2,972
|
|
||
Deductible goodwill and other intangibles
|
26,030
|
|
|
20,142
|
|
||
Other reserves
|
6,150
|
|
|
6,903
|
|
||
Unearned revenue
|
441
|
|
|
868
|
|
||
Operating lease liabilities
|
6,499
|
|
|
—
|
|
||
Other
|
3,242
|
|
|
2,000
|
|
||
Deferred tax assets
|
143,364
|
|
|
125,485
|
|
||
Valuation allowance
|
(84,503
|
)
|
|
(82,833
|
)
|
||
Deferred tax assets, net
|
$
|
58,861
|
|
|
$
|
42,652
|
|
Deferred tax liabilities:
|
|
|
|
||||
Depreciation and amortization
|
$
|
(62,296
|
)
|
|
$
|
(61,094
|
)
|
Operating lease right-of-use assets
|
(6,017
|
)
|
|
—
|
|
||
Deferred tax liabilities
|
(68,313
|
)
|
|
(61,094
|
)
|
||
Net deferred tax liability
|
$
|
(9,452
|
)
|
|
$
|
(18,442
|
)
|
|
Amount
|
|
Expiration Period
|
||
Net operating loss carryforwards:
|
|
|
|
||
Canada – Federal and provincial
|
$
|
207,606
|
|
|
Begins to expire in 2035
|
Australia
|
109,355
|
|
|
Does not expire
|
|
U.S. – Federal
|
36,030
|
|
|
Begins to expire in 2036
|
|
U.S. – Federal
|
14,416
|
|
|
Does not expire
|
|
U.S. – State, tax effected
|
5,608
|
|
|
Begins to expire in 2020
|
|
Federal /
State NOLs |
|
Net Deferred
Tax Assets |
|
Other
|
|
Total
|
||||||||
Balance as of December 31, 2017
|
$
|
(31,399
|
)
|
|
$
|
(58,518
|
)
|
|
$
|
(746
|
)
|
|
$
|
(90,663
|
)
|
Change in income tax provision
|
(1,464
|
)
|
|
2,086
|
|
|
—
|
|
|
622
|
|
||||
Other change
|
(348
|
)
|
|
1,495
|
|
|
(28
|
)
|
|
1,119
|
|
||||
Foreign currency translation
|
3,907
|
|
|
2,122
|
|
|
60
|
|
|
6,089
|
|
||||
Balance as of December 31, 2018
|
(29,304
|
)
|
|
(52,815
|
)
|
|
(714
|
)
|
|
(82,833
|
)
|
||||
Change in income tax provision
|
(456
|
)
|
|
(1,946
|
)
|
|
145
|
|
|
(2,257
|
)
|
||||
Other change
|
1,095
|
|
|
(690
|
)
|
|
94
|
|
|
499
|
|
||||
Foreign currency translation
|
52
|
|
|
68
|
|
|
(32
|
)
|
|
88
|
|
||||
Balance as of December 31, 2019
|
$
|
(28,613
|
)
|
|
$
|
(55,383
|
)
|
|
$
|
(507
|
)
|
|
$
|
(84,503
|
)
|
17.
|
COMMITMENTS AND CONTINGENCIES
|
18.
|
ACCUMULATED OTHER COMPREHENSIVE LOSS
|
19.
|
SHARE BASED COMPENSATION
|
|
Options
|
|
Weighted
Average Exercise Price Per Share |
|
Weighted
Average Contractual Life (Years) |
|
Intrinsic
Value (Thousands) |
|||||
Outstanding Options at December 31, 2016
|
165,886
|
|
|
$
|
17.98
|
|
|
4.6
|
|
$
|
—
|
|
Forfeited / Expired
|
(20,085
|
)
|
|
18.10
|
|
|
|
|
|
|||
Outstanding Options at December 31, 2017
|
145,801
|
|
|
$
|
17.97
|
|
|
4.5
|
|
$
|
—
|
|
Outstanding Options at December 31, 2018
|
145,801
|
|
|
$
|
17.97
|
|
|
3.3
|
|
$
|
—
|
|
Outstanding Options at December 31, 2019
|
145,801
|
|
|
$
|
17.97
|
|
|
2.3
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable Options at December 31, 2017
|
139,491
|
|
|
$
|
17.79
|
|
|
4.2
|
|
$
|
—
|
|
Exercisable Options at December 31, 2018
|
145,801
|
|
|
$
|
17.97
|
|
|
3.3
|
|
$
|
—
|
|
Exercisable Options at December 31, 2019
|
145,801
|
|
|
$
|
17.97
|
|
|
2.3
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of Exercise
Prices |
|
Number
Outstanding as of December 31, 2019 |
|
Weighted
Average Remaining Contractual Life |
|
Weighted
Average Exercise Price |
|
Number
Exercisable as of December 31, 2019 |
|
Weighted
Average Exercise Price |
||||||
$16.43
|
|
63,142
|
|
|
1.13
|
|
$
|
16.43
|
|
|
63,142
|
|
|
$
|
16.43
|
|
$17.48
|
|
29,849
|
|
|
3.14
|
|
$
|
17.48
|
|
|
29,849
|
|
|
$
|
17.48
|
|
$18.43
|
|
27,553
|
|
|
2.13
|
|
$
|
18.43
|
|
|
27,553
|
|
|
$
|
18.43
|
|
$21.87
|
|
25,257
|
|
|
4.14
|
|
$
|
21.87
|
|
|
25,257
|
|
|
$
|
21.87
|
|
16.43 -21.87
|
|
145,801
|
|
|
2.25
|
|
$
|
17.97
|
|
|
145,801
|
|
|
$
|
17.97
|
|
|
Number of
Awards/Units |
|
Weighted
Average Grant Date Fair Value Per Share |
|||
Nonvested shares at December 31, 2016
|
1,298,372
|
|
|
$
|
4.41
|
|
Granted
|
1,655,067
|
|
|
3.14
|
|
|
Vested
|
(733,147
|
)
|
|
4.19
|
|
|
Forfeited
|
(49,968
|
)
|
|
3.43
|
|
|
Nonvested shares at December 31, 2017
|
2,170,324
|
|
|
$
|
3.54
|
|
Granted
|
2,861,775
|
|
|
3.42
|
|
|
Vested
|
(1,247,522
|
)
|
|
3.92
|
|
|
Forfeited
|
(101,839
|
)
|
|
3.69
|
|
|
Nonvested shares at December 31, 2018
|
3,682,738
|
|
|
$
|
3.31
|
|
Granted
|
1,725,018
|
|
|
2.29
|
|
|
Vested
|
(1,628,577
|
)
|
|
3.26
|
|
|
Forfeited
|
(97,643
|
)
|
|
3.23
|
|
|
Nonvested shares at December 31, 2019
|
3,681,536
|
|
|
$
|
2.86
|
|
|
Number of Awards
|
|
Nonvested shares at December 31, 2016
|
6,269,964
|
|
Granted
|
750,525
|
|
Vested
|
(2,207,589
|
)
|
Forfeited
|
(263,161
|
)
|
Nonvested shares at December 31, 2017
|
4,549,739
|
|
Granted
|
—
|
|
Vested
|
(2,270,214
|
)
|
Forfeited
|
(12,951
|
)
|
Nonvested shares at December 31, 2018
|
2,266,574
|
|
Granted
|
1,415,277
|
|
Vested
|
(2,059,656
|
)
|
Forfeited
|
(12,687
|
)
|
Nonvested shares at December 31, 2019
|
1,609,508
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Risk-free weighted interest rate
|
2.5
|
%
|
|
2.4
|
%
|
|
1.5
|
%
|
Expected volatility
|
68.0
|
%
|
|
79.0
|
%
|
|
90.0
|
%
|
Initial TSR
|
0.7
|
%
|
|
(0.4
|
)%
|
|
0.04
|
%
|
|
Number of
Awards |
|
Weighted
Average Grant Date Fair Value Per Share |
|||
Nonvested shares at December 31, 2016
|
1,951,684
|
|
|
$
|
3.18
|
|
Granted
|
762,497
|
|
|
5.20
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
(38,699
|
)
|
|
3.64
|
|
|
Nonvested shares at December 31, 2017
|
2,675,482
|
|
|
$
|
3.75
|
|
Granted
|
848,830
|
|
|
5.30
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Nonvested shares at December 31, 2018
|
3,524,312
|
|
|
$
|
4.12
|
|
Granted
|
1,184,599
|
|
|
3.73
|
|
|
Performance adjustment (1)
|
1,921,865
|
|
|
2.93
|
|
|
Vested
|
(3,843,730
|
)
|
|
2.93
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Nonvested shares at December 31, 2019
|
2,787,046
|
|
|
$
|
4.61
|
|
(1)
|
Related to 2016 performance share awards that vested in 2019, which were paid out at 200% based on Civeo's TSR rank.
|
20.
|
PREFERRED SHARES
|
|
2019
|
|
2018
|
||||
Deemed dividend on beneficial conversion feature at April 2, 2018
|
$
|
—
|
|
|
$
|
47,849
|
|
In-kind dividends
|
1,849
|
|
|
1,459
|
|
||
Deemed dividend on beneficial conversion feature related to in-kind dividend
|
—
|
|
|
281
|
|
||
Total preferred dividends
|
$
|
1,849
|
|
|
$
|
49,589
|
|
21.
|
SEGMENT AND RELATED INFORMATION
|
|
Total
Revenues |
|
Depreciation and amortization
|
|
Operating (loss) income
|
|
Capital expenditures
|
|
Total assets
|
||||||||||
2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Canada
|
$
|
325,651
|
|
|
$
|
66,557
|
|
|
$
|
(32,313
|
)
|
|
$
|
22,124
|
|
|
$
|
850,361
|
|
Australia
|
156,093
|
|
|
39,116
|
|
|
517
|
|
|
3,456
|
|
|
278,268
|
|
|||||
United States
|
45,811
|
|
|
10,987
|
|
|
(11,214
|
)
|
|
3,104
|
|
|
46,862
|
|
|||||
Corporate and eliminations
|
—
|
|
|
7,108
|
|
|
(6,041
|
)
|
|
1,128
|
|
|
(205,579
|
)
|
|||||
Total
|
$
|
527,555
|
|
|
$
|
123,768
|
|
|
$
|
(49,051
|
)
|
|
$
|
29,812
|
|
|
$
|
969,912
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Canada
|
$
|
296,012
|
|
|
$
|
66,980
|
|
|
$
|
(63,519
|
)
|
|
$
|
6,025
|
|
|
$
|
804,618
|
|
Australia
|
119,238
|
|
|
40,441
|
|
|
(1,950
|
)
|
|
4,658
|
|
|
292,271
|
|
|||||
United States
|
51,442
|
|
|
10,626
|
|
|
(8,640
|
)
|
|
5,388
|
|
|
60,282
|
|
|||||
Corporate and eliminations
|
—
|
|
|
7,799
|
|
|
(13,946
|
)
|
|
1,037
|
|
|
(155,494
|
)
|
|||||
Total
|
$
|
466,692
|
|
|
$
|
125,846
|
|
|
$
|
(88,055
|
)
|
|
$
|
17,108
|
|
|
$
|
1,001,677
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Canada
|
$
|
245,595
|
|
|
$
|
69,983
|
|
|
$
|
(63,211
|
)
|
|
$
|
3,893
|
|
|
$
|
550,378
|
|
Australia
|
111,221
|
|
|
45,699
|
|
|
(11,528
|
)
|
|
2,772
|
|
|
353,840
|
|
|||||
United States
|
25,460
|
|
|
4,653
|
|
|
(14,426
|
)
|
|
1,912
|
|
|
33,128
|
|
|||||
Corporate and eliminations
|
—
|
|
|
6,108
|
|
|
(8,806
|
)
|
|
2,617
|
|
|
(83,434
|
)
|
|||||
Total
|
$
|
382,276
|
|
|
$
|
126,443
|
|
|
$
|
(97,971
|
)
|
|
$
|
11,194
|
|
|
$
|
853,912
|
|
|
Canada
|
|
Australia
|
|
U.S. and
Other |
|
Total
|
||||||||
2019
|
|
|
|
|
|
|
|
||||||||
Revenues from unaffiliated customers
|
$
|
325,651
|
|
|
$
|
156,093
|
|
|
$
|
45,811
|
|
|
$
|
527,555
|
|
Long-lived assets
|
558,310
|
|
|
242,002
|
|
|
38,159
|
|
|
838,471
|
|
||||
|
|
|
|
|
|
|
|
||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Revenues from unaffiliated customers
|
$
|
296,012
|
|
|
$
|
119,238
|
|
|
$
|
51,442
|
|
|
$
|
466,692
|
|
Long-lived assets
|
580,644
|
|
|
263,094
|
|
|
50,142
|
|
|
893,880
|
|
||||
|
|
|
|
|
|
|
|
||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Revenues from unaffiliated customers
|
$
|
245,595
|
|
|
$
|
111,221
|
|
|
$
|
25,460
|
|
|
$
|
382,276
|
|
Long-lived assets
|
353,710
|
|
|
331,511
|
|
|
32,280
|
|
|
717,501
|
|
22.
|
VALUATION ACCOUNTS
|
|
Balance at
Beginning of Period |
|
Charged (Reduction) to
Costs and Expenses |
|
Deductions
(Net of Recoveries) |
|
Translation
and Other, Net |
|
Balance
at End of Period |
||||||||||
Year Ended December 31, 2019:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts receivable
|
$
|
376
|
|
|
$
|
(5
|
)
|
|
$
|
(122
|
)
|
|
$
|
4
|
|
|
$
|
253
|
|
Valuation allowance for deferred tax assets
|
82,833
|
|
|
2,257
|
|
|
(499
|
)
|
|
(88
|
)
|
|
84,503
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2018:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts receivable
|
$
|
1,338
|
|
|
$
|
(787
|
)
|
|
$
|
(143
|
)
|
|
$
|
(32
|
)
|
|
$
|
376
|
|
Valuation allowance for deferred tax assets
|
90,663
|
|
|
(622
|
)
|
|
(1,119
|
)
|
|
(6,089
|
)
|
|
82,833
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2017:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts receivable
|
$
|
638
|
|
|
$
|
48
|
|
|
$
|
(23
|
)
|
|
$
|
675
|
|
|
$
|
1,338
|
|
Valuation allowance for deferred tax assets
|
76,157
|
|
|
10,083
|
|
|
(242
|
)
|
|
4,665
|
|
|
90,663
|
|
23.
|
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
|
|
First
Quarter (2) |
|
Second
Quarter (3) |
|
Third
Quarter (4) |
|
Fourth
Quarter (5) |
||||||||
2019
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
108,550
|
|
|
$
|
122,153
|
|
|
$
|
148,163
|
|
|
$
|
148,689
|
|
Gross profit(1)
|
28,920
|
|
|
36,913
|
|
|
48,683
|
|
|
46,225
|
|
||||
Net (loss) income attributable to Civeo
|
(17,498
|
)
|
|
(15,310
|
)
|
|
4,532
|
|
|
(32,064
|
)
|
||||
Basic (loss) income per share
|
(0.11
|
)
|
|
(0.09
|
)
|
|
0.02
|
|
|
(0.19
|
)
|
||||
Diluted (loss) income per share
|
(0.11
|
)
|
|
(0.09
|
)
|
|
0.02
|
|
|
(0.19
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
101,504
|
|
|
$
|
130,177
|
|
|
$
|
120,491
|
|
|
$
|
114,520
|
|
Gross profit(1)
|
23,803
|
|
|
40,722
|
|
|
38,264
|
|
|
31,489
|
|
||||
Net loss attributable to Civeo
|
(55,457
|
)
|
|
(48,321
|
)
|
|
(14,250
|
)
|
|
(13,804
|
)
|
||||
Basic loss per share
|
(0.42
|
)
|
|
(0.29
|
)
|
|
(0.09
|
)
|
|
(0.08
|
)
|
||||
Diluted loss per share
|
(0.42
|
)
|
|
(0.29
|
)
|
|
(0.09
|
)
|
|
(0.08
|
)
|
(1)
|
Represents "revenues" less "product costs" and "service and other costs" included in our consolidated statements of operations.
|
(2)
|
In the first quarter of 2019, there were no significant items recognized.
|
•
|
A charge of $28.7 million ($20.9 million after-tax, or $0.16 per diluted share), related to certain lodge assets in the Canadian oil sands which carrying values we determined not to be recoverable. The charge, which is related to our Canadian segment, is included in Impairment expense on the accompanying consolidated statements of operations.
|
•
|
Costs associated with the Noralta Acquisition of $1.0 million ($1.0 million after-tax, or $0.01 per diluted share), included in Selling, general and administrative expenses on the accompanying consolidated statements of operations.
|
(3)
|
In the second quarter of 2019, we recognized the following items:
|
•
|
A charge of $4.5 million ($4.5 million after-tax, or $0.03 per diluted share), related to assets in our Australian segment. The charge is included in Impairment expense on the accompanying consolidated statements of operations.
|
•
|
We identified a liability related to an ARO at one of our villages in Australia that should have been recorded in 2011. We determined that the error was not material to our previously issued financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018, and therefore, corrected the error in the second quarter of 2019. Specifically, we recorded: (1) additional accretion expense related to the ARO of $0.9 million, (2) additional depreciation and amortization expense of $0.5 million related to amortization of the related asset retirement cost and (3) additional impairment expense related to the impairment of the asset retirement cost of $1.0 million offset by recognition of an ARO liability totaling $2.3 million as of June 30, 2019.
|
•
|
Costs associated with the Noralta Acquisition of $5.6 million ($5.1 million after-tax, or $0.03 per diluted share), included primarily in Selling, general and administrative expenses on the accompanying consolidated statements of operations.
|
(4)
|
In the third quarter of 2019, we recognized the following items:
|
•
|
A gain on sale of assets related to the sale of a village in Australia and related $2.2 million release of an ARO liability assumed by the buyer.
|
•
|
Costs associated with the Action acquisition of $0.2 million ($0.2 million after-tax, or $0.00 per diluted share), included primarily in Selling, general and administrative expenses on the accompanying consolidated statements of operations.
|
•
|
Costs associated with the Noralta Acquisition of $0.5 million ($0.4 million after-tax, or $0.00 per diluted share), included primarily in Selling, general and administrative expenses on the accompanying consolidated statements of operations.
|
(5)
|
In the fourth quarter of 2019, we recognized the following items:
|
•
|
Goodwill impairment loss of $19.9 million ($19.9 million after-tax, or $0.12 per diluted share) related to our Canada reporting unit. The charge is included in Impairment expense on the accompanying consolidated statements of operations.
|
•
|
A charge of $0.7 million ($0.5 million after-tax, or $0.00 per diluted share), related to assets in our Canada segment. The charge is included in Impairment expense on the accompanying consolidated statements of operations.
|
•
|
Costs associated with the Action acquisition of $0.2 million ($0.2 million after-tax, or $0.00 per diluted share), included primarily in Selling, general and administrative expenses on the accompanying consolidated statements of operations.
|
•
|
Costs associated with the Noralta Acquisition of $2.1 million ($1.7 million after-tax, or $0.01 per diluted share), included in Service and other costs ($0.6 million), Selling, general and administrative expenses ($0.6 million) and Other income ($0.9 million) on the accompanying consolidated statements of operations.
|
•
|
Reversal of depreciation expense of $2.8 million that should not have been recorded in the first, second and third quarters of 2018. We determined that the overstatement of depreciation expense was not material to our financial statements for the periods ended September 30, June 30 or March 31, 2018 and therefore corrected the error in the fourth quarter of 2018.
|
•
|
provide that our directors are divided into three classes serving staggered three-year terms, with only one class being elected each year by our shareholders. This classified board may discourage a third party from making a tender offer or otherwise attempting to obtain control of us because it generally makes it more difficult for shareholders to replace a majority of our directors;
|
•
|
provide that our directors may only be removed by shareholders passing a resolution with the requisite majority of three-quarters of the votes cast at a meeting of shareholders entitled to vote in the election of directors, voting together as a single class;
|
•
|
establish advance notice procedures with regard to shareholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our shareholders. These procedures provide that notice of shareholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not later than 120 days prior to the first anniversary date of the annual meeting for the preceding year. Our articles specify the requirements as to form and content of all shareholders’ notices. These requirements may preclude shareholders from bringing matters before the shareholders at an annual or special meeting;
|
•
|
provide our board of directors the ability to issue the Class A Series 1 Preferred Shares and the Class B Series 1 Preferred Shares. This ability makes it possible for our board of directors to issue, without shareholder approval, preferred shares with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of our company;
|
•
|
provide that the authorized number of directors may only be set by the board of directors;
|
•
|
provide that all vacancies, including newly created directorships, may, except as otherwise required by law or, if applicable, the rights of holders of a series of preferred shares, be filled by the affirmative vote of a majority of directors then in office;
|
•
|
provide that any action required or permitted to be taken by the shareholders must be effected at a duly called annual or special meeting of shareholders and may not be effected by any consent in writing in lieu of a meeting of such shareholders, subject to the rights of the holders of any series of preferred shares with respect to such series;
|
•
|
provide that our notice of articles and articles can be amended or repealed at any annual or special meeting of shareholders or amended by the board of directors in certain circumstances, including the requirement that certain amendments by the shareholders to the articles at a meeting be upon a resolution passed by the affirmative vote of the holders of 66 2/3% of the voting power of the issued and outstanding shares entitled to vote on such matters, voting together as a single class; and
|
•
|
provide that, if a meeting of shareholders has been adjourned one or more times due to insufficient attendance required to pass any resolution, and at such adjourned meeting, less than the number of holders required to pass any resolution requiring 66 2/3% of the voting power of the issued and outstanding shares is present in person or by proxy, with the approval of the board, the holders holding at least 66 2/3% of the shares present in person or by proxy at such adjourned meeting and entitled to vote on the matter, voting together as a single class, may alter the articles.
|
•
|
if the indemnity or payment is made under an earlier agreement to indemnify or pay expenses and, at the time that the agreement to indemnify or pay expenses was made, the company was prohibited from giving the indemnity or paying the expenses by its articles;
|
•
|
if the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay expenses and, at the time that the indemnity or payment is made, the company is prohibited from giving the indemnity or paying the expenses by its articles;
|
•
|
if, in relation to the subject matter of the relevant proceeding, the director did not act honestly and in good faith with a view to the best interests of the company or the associated corporation, as the case may be, with such associated corporation being an affiliate of the company or a partnership, trust, joint venture or other unincorporated entity in which the director served in the capacity as a director or a position equivalent to that thereof, at the request of the company; or
|
•
|
in the case of the relevant proceeding other than a civil proceeding, if the director did not have reasonable grounds for believing that the director’s conduct in respect of which the proceeding was brought was lawful.
|
(i)
|
the Registration Statement (Form S-8 No. 333-196292, as amended) pertaining to the 2014 Equity Participation Plan of Civeo Corporation,
|
(ii)
|
the Registration Statement (Form S-8 No. 333-211393) pertaining to the Amended and Restated 2014 Equity Participation Plan of Civeo Corporation,
|
(iii)
|
the Registration Statement (Form S-8 No. 333-226388) pertaining to the Amended and Restated 2014 Equity Participation Plan of Civeo Corporation, and
|
(iv)
|
the Registration Statement (Form S-3 No. 333-233444) pertaining to the registration of common shares, preferred shares, debt securities and warrants
|
1.
|
I have reviewed this Annual Report on Form 10-K of Civeo Corporation (“Registrant");
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
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a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
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5.
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The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s Board of Directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
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b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
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/s/ Bradley J. Dodson
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Bradley J. Dodson
President and Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K of Civeo Corporation (“Registrant”);
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
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4.
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s Board of Directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
|
|
/s/ Carolyn J. Stone
|
|
|
Carolyn J. Stone
Senior Vice President, Chief Financial Officer and Treasurer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
/s/ Bradley J. Dodson
|
|
|
Name:
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Bradley J. Dodson
|
Date:
|
February 27, 2020
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
/s/ Carolyn J. Stone
|
|
|
Name:
|
Carolyn J. Stone
|
|
|
Date:
|
February 27, 2020
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