[X]
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended March 31, 2020
|
|
British Columbia, Canada
|
98-1253716
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
|
|
|
Three Allen Center, 333 Clay Street, Suite 4980,
|
77002
|
Houston, Texas
|
(Zip Code)
|
(Address of principal executive offices)
|
|
Title of Each Class
|
Trading Symbol
|
Name of Each Exchange on Which Registered
|
Common Shares, no par value
|
CVEO
|
New York Stock Exchange
|
YES [X]
|
NO [ ]
|
YES [X]
|
NO [ ]
|
Large Accelerated Filer [ ]
|
Accelerated Filer [X]
|
Emerging Growth Company [ ]
|
|
|
|
Non-Accelerated Filer [ ]
|
Smaller Reporting Company [ ]
|
|
YES [ ]
|
NO [X ]
|
|
Page No.
|
Part I -- FINANCIAL INFORMATION
|
|
|
|
Item 1. Financial Statements:
|
|
|
|
Consolidated Financial Statements
|
|
Unaudited Consolidated Statements of Operations for the Three Months Ended March 31, 2020 and 2019
|
|
Unaudited Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2020 and 2019
|
|
Consolidated Balance Sheets – as of March 31, 2020 (unaudited) and December 31, 2019
|
|
Unaudited Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2020 and 2019
|
|
Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019
|
|
Notes to Unaudited Consolidated Financial Statements
|
|
|
|
Cautionary Statement Regarding Forward-Looking Statements
|
|
|
|
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk
|
|
|
|
Item 4. Controls and Procedures
|
|
|
|
|
|
Part II -- OTHER INFORMATION
|
|
|
|
Item 1. Legal Proceedings
|
|
|
|
Item 1A. Risk Factors
|
|
|
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
|
Item 6. Exhibits
|
|
|
|
(a) Index of Exhibits
|
|
|
|
Signature Page
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Revenues:
|
|
|
|
||||
Service and other
|
$
|
129,399
|
|
|
$
|
100,079
|
|
Rental
|
6,179
|
|
|
6,490
|
|
||
Product
|
3,214
|
|
|
1,981
|
|
||
|
138,792
|
|
|
108,550
|
|
||
Costs and expenses:
|
|
|
|
||||
Service and other costs
|
96,044
|
|
|
72,644
|
|
||
Rental costs
|
4,813
|
|
|
5,150
|
|
||
Product costs
|
2,456
|
|
|
1,836
|
|
||
Selling, general and administrative expenses
|
13,937
|
|
|
16,096
|
|
||
Depreciation and amortization expense
|
25,502
|
|
|
30,782
|
|
||
Impairment expense
|
144,120
|
|
|
—
|
|
||
Other operating expense (income)
|
989
|
|
|
(65
|
)
|
||
|
287,861
|
|
|
126,443
|
|
||
Operating loss
|
(149,069
|
)
|
|
(17,893
|
)
|
||
|
|
|
|
||||
Interest expense
|
(5,595
|
)
|
|
(6,635
|
)
|
||
Interest income
|
16
|
|
|
27
|
|
||
Other income
|
25
|
|
|
2,978
|
|
||
Loss before income taxes
|
(154,623
|
)
|
|
(21,523
|
)
|
||
Income tax benefit
|
8,811
|
|
|
4,484
|
|
||
Net loss
|
(145,812
|
)
|
|
(17,039
|
)
|
||
Less: Net income attributable to noncontrolling interest
|
258
|
|
|
—
|
|
||
Net loss attributable to Civeo Corporation
|
(146,070
|
)
|
|
(17,039
|
)
|
||
Less: Dividends attributable to Class A preferred shares
|
468
|
|
|
459
|
|
||
Net loss attributable to Civeo common shareholders
|
$
|
(146,538
|
)
|
|
$
|
(17,498
|
)
|
|
|
|
|
||||
|
|
|
|
||||
Per Share Data (see Note 9)
|
|
|
|
||||
Basic net loss per share attributable to Civeo Corporation common shareholders
|
$
|
(0.87
|
)
|
|
$
|
(0.11
|
)
|
|
|
|
|
||||
Diluted net loss per share attributable to Civeo Corporation common shareholders
|
$
|
(0.87
|
)
|
|
$
|
(0.11
|
)
|
|
|
|
|
||||
Weighted average number of common shares outstanding:
|
|
|
|
||||
Basic
|
168,519
|
|
|
165,330
|
|
||
Diluted
|
168,519
|
|
|
165,330
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
|
|
|
|
||||
Net loss
|
$
|
(145,812
|
)
|
|
$
|
(17,039
|
)
|
|
|
|
|
||||
Other comprehensive income (loss), net of taxes:
|
|
|
|
||||
Foreign currency translation adjustment, net of zero taxes
|
(48,541
|
)
|
|
5,379
|
|
||
Total other comprehensive income (loss), net of taxes
|
(48,541
|
)
|
|
5,379
|
|
||
|
|
|
|
||||
Comprehensive loss
|
(194,353
|
)
|
|
(11,660
|
)
|
||
Less: Comprehensive income attributable to noncontrolling interest
|
163
|
|
|
—
|
|
||
Comprehensive loss attributable to Civeo Corporation
|
$
|
(194,516
|
)
|
|
$
|
(11,660
|
)
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
5,558
|
|
|
$
|
3,331
|
|
Accounts receivable, net
|
91,874
|
|
|
99,493
|
|
||
Inventories
|
6,050
|
|
|
5,877
|
|
||
Prepaid expenses
|
4,996
|
|
|
7,247
|
|
||
Other current assets
|
11,378
|
|
|
7,904
|
|
||
Assets held for sale
|
6,332
|
|
|
7,589
|
|
||
Total current assets
|
126,188
|
|
|
131,441
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
465,087
|
|
|
590,309
|
|
||
Goodwill
|
6,909
|
|
|
110,173
|
|
||
Other intangible assets, net
|
98,944
|
|
|
111,837
|
|
||
Operating lease right-of-use assets
|
21,558
|
|
|
24,876
|
|
||
Other noncurrent assets
|
837
|
|
|
1,276
|
|
||
Total assets
|
$
|
719,523
|
|
|
$
|
969,912
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
43,258
|
|
|
$
|
36,971
|
|
Accrued liabilities
|
16,163
|
|
|
21,755
|
|
||
Income taxes
|
448
|
|
|
328
|
|
||
Current portion of long-term debt
|
32,142
|
|
|
35,080
|
|
||
Deferred revenue
|
8,250
|
|
|
7,165
|
|
||
Other current liabilities
|
5,785
|
|
|
8,741
|
|
||
Total current liabilities
|
106,046
|
|
|
110,040
|
|
||
|
|
|
|
||||
Long-term debt, less current maturities
|
280,939
|
|
|
321,792
|
|
||
Deferred income taxes
|
—
|
|
|
9,452
|
|
||
Operating lease liabilities
|
18,527
|
|
|
21,231
|
|
||
Other noncurrent liabilities
|
17,066
|
|
|
16,592
|
|
||
Total liabilities
|
422,578
|
|
|
479,107
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 12)
|
|
|
|
||||
|
|
|
|
||||
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 $94,096 and $93,627 as of March 31, 2020 and December 31, 2019)
|
58,597
|
|
|
58,129
|
|
||
Common shares (no par value; 550,000,000 shares authorized, 173,712,510 shares and 171,656,039 shares issued, respectively, and 170,592,246 shares and 169,556,403 shares outstanding, respectively)
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
1,574,457
|
|
|
1,572,249
|
|
||
Accumulated deficit
|
(918,128
|
)
|
|
(771,590
|
)
|
||
Common shares held in treasury at cost, 3,120,264 and 2,099,636 shares, respectively
|
(6,914
|
)
|
|
(5,472
|
)
|
||
Accumulated other comprehensive loss
|
(411,619
|
)
|
|
(363,173
|
)
|
||
Total Civeo Corporation shareholders’ equity
|
296,393
|
|
|
490,143
|
|
||
Noncontrolling interest
|
552
|
|
|
662
|
|
||
Total shareholders’ equity
|
296,945
|
|
|
490,805
|
|
||
Total liabilities and shareholders’ equity
|
$
|
719,523
|
|
|
$
|
969,912
|
|
|
Attributable to Civeo
|
|
|
|
|
||||||||||||||||||||||||||
|
Preferred
Shares
|
|
Common
Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Amount
|
|
Par Value
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Treasury
Shares
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Noncontrolling
Interest
|
|
Total
Shareholders’
Equity
|
||||||||||||||||
Balance, December 31, 2018
|
$
|
56,280
|
|
|
$
|
—
|
|
|
$
|
1,562,133
|
|
|
$
|
(710,551
|
)
|
|
$
|
(1,189
|
)
|
|
$
|
(371,249
|
)
|
|
$
|
—
|
|
|
$
|
535,424
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,039
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,039
|
)
|
||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,379
|
|
|
—
|
|
|
5,379
|
|
||||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Cumulative effect of implementation of ASU 2014-09
|
—
|
|
|
—
|
|
|
—
|
|
|
(699
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(699
|
)
|
||||||||
Dividends attributable to Class A preferred shares
|
459
|
|
|
—
|
|
|
—
|
|
|
(459
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
2,534
|
|
|
—
|
|
|
(4,282
|
)
|
|
—
|
|
|
—
|
|
|
(1,748
|
)
|
||||||||
Balance, March 31, 2019
|
$
|
56,739
|
|
|
$
|
—
|
|
|
$
|
1,564,667
|
|
|
$
|
(728,748
|
)
|
|
$
|
(5,471
|
)
|
|
$
|
(365,870
|
)
|
|
$
|
—
|
|
|
$
|
521,317
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance, December 31, 2019
|
$
|
58,129
|
|
|
$
|
—
|
|
|
$
|
1,572,249
|
|
|
$
|
(771,590
|
)
|
|
$
|
(5,472
|
)
|
|
$
|
(363,173
|
)
|
|
$
|
662
|
|
|
$
|
490,805
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(146,070
|
)
|
|
—
|
|
|
—
|
|
|
258
|
|
|
(145,812
|
)
|
||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,446
|
)
|
|
(95
|
)
|
|
(48,541
|
)
|
||||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(273
|
)
|
|
(273
|
)
|
||||||||
Dividends attributable to Class A preferred shares
|
468
|
|
|
—
|
|
|
—
|
|
|
(468
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
2,208
|
|
|
—
|
|
|
(1,442
|
)
|
|
—
|
|
|
—
|
|
|
766
|
|
||||||||
Balance, March 31, 2020
|
$
|
58,597
|
|
|
$
|
—
|
|
|
$
|
1,574,457
|
|
|
$
|
(918,128
|
)
|
|
$
|
(6,914
|
)
|
|
$
|
(411,619
|
)
|
|
$
|
552
|
|
|
$
|
296,945
|
|
|
Preferred
Shares (in
thousands)
|
|
Common
Shares (in
thousands)
|
||
Balance, December 31, 2019
|
9,042
|
|
|
169,556
|
|
Stock-based compensation
|
—
|
|
|
1,036
|
|
Balance, March 31, 2020
|
9,042
|
|
|
170,592
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(145,812
|
)
|
|
$
|
(17,039
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
25,502
|
|
|
30,782
|
|
||
Impairment charges
|
144,120
|
|
|
—
|
|
||
Deferred income tax benefit
|
(8,941
|
)
|
|
(4,745
|
)
|
||
Non-cash compensation charge
|
2,208
|
|
|
2,534
|
|
||
Gains on disposals of assets
|
(21
|
)
|
|
(1,452
|
)
|
||
Provision (benefit) for loss on receivables, net of recoveries
|
54
|
|
|
(32
|
)
|
||
Other, net
|
693
|
|
|
(410
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(1,496
|
)
|
|
(2,377
|
)
|
||
Inventories
|
(740
|
)
|
|
87
|
|
||
Accounts payable and accrued liabilities
|
6,280
|
|
|
(1,417
|
)
|
||
Taxes payable
|
133
|
|
|
262
|
|
||
Other current and noncurrent assets and liabilities, net
|
(1,143
|
)
|
|
148
|
|
||
Net cash flows provided by operating activities
|
20,837
|
|
|
6,341
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(2,651
|
)
|
|
(9,679
|
)
|
||
Proceeds from disposition of property, plant and equipment
|
72
|
|
|
4,457
|
|
||
Other, net
|
—
|
|
|
1,518
|
|
||
Net cash flows used in investing activities
|
(2,579
|
)
|
|
(3,704
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Revolving credit borrowings
|
74,287
|
|
|
80,324
|
|
||
Revolving credit repayments
|
(80,367
|
)
|
|
(74,928
|
)
|
||
Term loan repayments
|
(8,109
|
)
|
|
(8,608
|
)
|
||
Taxes paid on vested shares
|
(1,442
|
)
|
|
(4,282
|
)
|
||
Net cash flows used in financing activities
|
(15,631
|
)
|
|
(7,494
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash
|
(400
|
)
|
|
477
|
|
||
Net change in cash and cash equivalents
|
2,227
|
|
|
(4,380
|
)
|
||
Cash and cash equivalents, beginning of period
|
3,331
|
|
|
12,372
|
|
||
|
|
|
|
||||
Cash and cash equivalents, end of period
|
$
|
5,558
|
|
|
$
|
7,992
|
|
|
|
|
|
||||
Non-cash financing activities:
|
|
|
|
||||
Preferred dividends paid-in-kind
|
$
|
468
|
|
|
$
|
459
|
|
1.
|
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
|
2.
|
RECENT ACCOUNTING PRONOUNCEMENTS
|
3.
|
REVENUE
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Canada
|
|
|
|
||||
Accommodation revenues
|
$
|
66,066
|
|
|
$
|
57,652
|
|
Mobile facility rental revenues
|
2,508
|
|
|
781
|
|
||
Food service and other services revenues
|
10,774
|
|
|
8,337
|
|
||
Total Canada revenues
|
79,348
|
|
|
66,770
|
|
||
|
|
|
|
||||
Australia
|
|
|
|
||||
Accommodation revenues
|
$
|
32,585
|
|
|
$
|
28,421
|
|
Food service and other services revenues
|
16,528
|
|
|
—
|
|
||
Total Australia revenues
|
49,113
|
|
|
28,421
|
|
||
|
|
|
|
||||
U.S.
|
|
|
|
||||
Accommodation revenues
|
$
|
1,256
|
|
|
$
|
4,924
|
|
Mobile facility rental revenues
|
6,187
|
|
|
6,597
|
|
||
Manufacturing revenues
|
2,863
|
|
|
1,795
|
|
||
Food service and other services revenues
|
25
|
|
|
43
|
|
||
Total U.S. revenues
|
10,331
|
|
|
13,359
|
|
||
|
|
|
|
||||
Total revenues
|
$
|
138,792
|
|
|
$
|
108,550
|
|
|
For the years ending December 31,
|
||||||||||||||||||
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||
Revenue expected to be recognized as of March 31, 2020
|
$
|
93,580
|
|
|
$
|
48,682
|
|
|
$
|
20,239
|
|
|
$
|
7,447
|
|
|
$
|
169,948
|
|
4.
|
FAIR VALUE MEASUREMENTS
|
5.
|
DETAILS OF SELECTED BALANCE SHEET ACCOUNTS
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Accounts receivable, net:
|
|
|
|
||||
Trade
|
$
|
68,874
|
|
|
$
|
76,370
|
|
Unbilled revenue
|
23,164
|
|
|
23,041
|
|
||
Other
|
81
|
|
|
335
|
|
||
Total accounts receivable
|
92,119
|
|
|
99,746
|
|
||
Allowance for doubtful accounts
|
(245
|
)
|
|
(253
|
)
|
||
Total accounts receivable, net
|
$
|
91,874
|
|
|
$
|
99,493
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Inventories:
|
|
|
|
||||
Finished goods and purchased products
|
$
|
4,035
|
|
|
$
|
3,982
|
|
Work in process
|
916
|
|
|
813
|
|
||
Raw materials
|
1,099
|
|
|
1,082
|
|
||
Total inventories
|
$
|
6,050
|
|
|
$
|
5,877
|
|
|
Estimated
Useful Life
(in years)
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||
Property, plant and equipment, net:
|
|
|
|
|
|
|
|
|
|
||||
Land
|
|
|
|
|
|
|
$
|
39,319
|
|
|
$
|
43,147
|
|
Accommodations assets
|
3
|
|
—
|
|
15
|
|
1,545,034
|
|
|
1,696,425
|
|
||
Buildings and leasehold improvements
|
7
|
|
—
|
|
20
|
|
24,239
|
|
|
26,108
|
|
||
Machinery and equipment
|
4
|
|
—
|
|
15
|
|
11,274
|
|
|
12,060
|
|
||
Office furniture and equipment
|
3
|
|
—
|
|
7
|
|
55,136
|
|
|
58,005
|
|
||
Vehicles
|
3
|
|
—
|
|
5
|
|
13,987
|
|
|
14,604
|
|
||
Construction in progress
|
|
|
|
|
|
|
4,304
|
|
|
4,286
|
|
||
Total property, plant and equipment
|
|
|
|
|
|
|
1,693,293
|
|
|
1,854,635
|
|
||
Accumulated depreciation
|
|
|
|
|
|
|
(1,228,206
|
)
|
|
(1,264,326
|
)
|
||
Total property, plant and equipment, net
|
|
|
|
|
|
|
$
|
465,087
|
|
|
$
|
590,309
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Accrued liabilities:
|
|
|
|
||||
Accrued compensation
|
$
|
10,475
|
|
|
$
|
17,169
|
|
Accrued taxes, other than income taxes
|
4,309
|
|
|
3,152
|
|
||
Other
|
1,379
|
|
|
1,434
|
|
||
Total accrued liabilities
|
$
|
16,163
|
|
|
$
|
21,755
|
|
6.
|
IMPAIRMENT CHARGES
|
7.
|
ACQUISITIONS
|
8.
|
ASSETS HELD FOR SALE
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Assets held for sale:
|
|
|
|
||||
Property, plant and equipment, net
|
$
|
6,332
|
|
|
$
|
7,589
|
|
Total assets held for sale
|
$
|
6,332
|
|
|
$
|
7,589
|
|
9.
|
EARNINGS PER SHARE
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Numerator:
|
|
|
|
||||
Net loss attributable to Civeo common shareholders
|
$
|
(146,538
|
)
|
|
$
|
(17,498
|
)
|
Less: income allocated to participating securities
|
—
|
|
|
—
|
|
||
Basic net loss attributable to Civeo Corporation common shareholders
|
$
|
(146,538
|
)
|
|
$
|
(17,498
|
)
|
Add: undistributed income attributable to participating securities
|
—
|
|
|
—
|
|
||
Less: undistributed income reallocated to participating securities
|
—
|
|
|
—
|
|
||
Diluted net loss attributable to Civeo Corporation common shareholders
|
$
|
(146,538
|
)
|
|
$
|
(17,498
|
)
|
|
|
|
|
||||
Denominator:
|
|
|
|
||||
Weighted average shares outstanding - basic
|
168,519
|
|
|
165,330
|
|
||
Dilutive shares - share-based awards
|
—
|
|
|
—
|
|
||
Weighted average shares outstanding - diluted
|
168,519
|
|
|
165,330
|
|
||
|
|
|
|
||||
Basic net loss per share attributable to Civeo Corporation common shareholders (1)
|
$
|
(0.87
|
)
|
|
$
|
(0.11
|
)
|
|
|
|
|
||||
Diluted net loss per share attributable to Civeo Corporation common shareholders (1)
|
$
|
(0.87
|
)
|
|
$
|
(0.11
|
)
|
(1)
|
Computations may reflect rounding adjustments.
|
10.
|
DEBT
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Canadian term loan, which matures on November 30, 2021; 3.125% of aggregate principal repayable per quarter; weighted average interest rate of 5.2% for the three-month period ended March 31, 2020 (1)
|
$
|
197,862
|
|
|
$
|
224,963
|
|
|
|
|
|
||||
U.S. revolving credit facility, which matures on November 30, 2021), weighted average interest rate of 7.2% for the three-month period ended March 31, 2020 (1)
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Canadian revolving credit facility, which matures on November 30, 2021, weighted average interest rate of 5.3% for the three-month period ended March 31, 2020 (1)
|
117,013
|
|
|
134,117
|
|
||
|
|
|
|
||||
Australian revolving credit facility, which matures on November 30, 2021, weighted average interest rate of 4.5% for the three-month period ended March 31, 2020 (1)
|
—
|
|
|
—
|
|
||
|
314,875
|
|
|
359,080
|
|
||
Less: Unamortized debt issuance costs
|
1,794
|
|
|
2,208
|
|
||
Total debt
|
313,081
|
|
|
356,872
|
|
||
Less: Current portion of long-term debt, including unamortized debt issuance costs, net
|
32,142
|
|
|
35,080
|
|
||
Long-term debt, less current maturities
|
$
|
280,939
|
|
|
$
|
321,792
|
|
(1)
|
As of March 31, 2020, one lender had an outstanding Canadian term loan of $6.0 million and an outstanding Canadian revolver loan of $10.0 million that matures on November 30, 2020. Another lender had an outstanding Canadian revolver loan of $14.3 million that matures on November 30, 2020.
|
Period Ended
|
Maximum Leverage Ratio
|
March 31, 2020, June 30, 2020 & September 30, 2020
|
3:75 : 1:00
|
December 31, 2020 and thereafter
|
3.50 : 1:00
|
11.
|
INCOME TAXES
|
12.
|
COMMITMENTS AND CONTINGENCIES
|
13.
|
ACCUMULATED OTHER COMPREHENSIVE LOSS
|
14.
|
GOODWILL
|
|
Canada
|
|
Australia
|
|
U.S.
|
|
Total
|
||||||||
Goodwill, net of $19.9 million accumulated impairment loss as of December 31, 2019
|
$
|
102,238
|
|
|
$
|
7,935
|
|
|
$
|
—
|
|
|
$
|
110,173
|
|
Foreign currency translation
|
(8,632
|
)
|
|
(1,026
|
)
|
|
—
|
|
|
(9,658
|
)
|
||||
Goodwill impairment (1)
|
(93,606
|
)
|
|
—
|
|
|
—
|
|
|
(93,606
|
)
|
||||
Goodwill, net of $113.5 million accumulated impairment loss as of March 31, 2020
|
$
|
—
|
|
|
$
|
6,909
|
|
|
$
|
—
|
|
|
$
|
6,909
|
|
(1)
|
See Note 6 – Impairment Charges for further information.
|
15.
|
SHARE-BASED COMPENSATION
|
16.
|
SEGMENT AND RELATED INFORMATION
|
|
Total
revenues
|
|
Depreciation
and
amortization
|
|
Operating
income
(loss)
|
|
Capital
expenditures
|
|
Total assets
|
||||||||||
Three months ended March 31, 2020
|
|
|
|
|
|
|
|
|
|
||||||||||
Canada
|
$
|
79,348
|
|
|
$
|
14,369
|
|
|
$
|
(136,631
|
)
|
|
$
|
610
|
|
|
$
|
649,963
|
|
Australia
|
49,113
|
|
|
9,295
|
|
|
6,164
|
|
|
463
|
|
|
242,238
|
|
|||||
U.S.
|
10,331
|
|
|
1,583
|
|
|
(14,134
|
)
|
|
1,372
|
|
|
32,758
|
|
|||||
Corporate and eliminations
|
—
|
|
|
255
|
|
|
(4,468
|
)
|
|
206
|
|
|
(205,436
|
)
|
|||||
Total
|
$
|
138,792
|
|
|
$
|
25,502
|
|
|
$
|
(149,069
|
)
|
|
$
|
2,651
|
|
|
$
|
719,523
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three months ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Canada
|
$
|
66,770
|
|
|
$
|
16,228
|
|
|
$
|
(11,595
|
)
|
|
$
|
7,064
|
|
|
$
|
825,100
|
|
Australia
|
28,421
|
|
|
9,757
|
|
|
(385
|
)
|
|
935
|
|
|
284,574
|
|
|||||
U.S.
|
13,359
|
|
|
3,066
|
|
|
(961
|
)
|
|
1,520
|
|
|
59,193
|
|
|||||
Corporate and eliminations
|
—
|
|
|
1,731
|
|
|
(4,952
|
)
|
|
160
|
|
|
(160,869
|
)
|
|||||
Total
|
$
|
108,550
|
|
|
$
|
30,782
|
|
|
$
|
(17,893
|
)
|
|
$
|
9,679
|
|
|
$
|
1,007,998
|
|
|
|
Average Price (1)
|
||||||||||
Quarter
ended
|
|
WTI
Crude
(per bbl)
|
|
WCS
Crude
(per bbl)
|
|
Hard
Coking Coal
(Met Coal)
(per tonne)
|
||||||
Second Quarter through 5/1/2020
|
|
$
|
16.67
|
|
|
$
|
7.48
|
|
|
$
|
133.42
|
|
3/31/2020
|
|
45.38
|
|
|
27.92
|
|
|
156.17
|
|
|||
12/30/2019
|
|
56.85
|
|
|
37.94
|
|
|
141.39
|
|
|||
9/30/2019
|
|
56.40
|
|
|
43.88
|
|
|
160.25
|
|
|||
6/30/2019
|
|
59.89
|
|
|
47.39
|
|
|
204.78
|
|
|||
3/31/2019
|
|
54.87
|
|
|
44.49
|
|
|
203.30
|
|
|||
12/31/2018
|
|
59.32
|
|
|
25.66
|
|
|
223.02
|
|
|||
9/30/2018
|
|
69.61
|
|
|
41.58
|
|
|
188.46
|
|
|||
6/30/2018
|
|
67.97
|
|
|
49.93
|
|
|
189.41
|
|
|||
3/31/2018
|
|
62.89
|
|
|
37.09
|
|
|
228.82
|
|
|||
12/31/2017
|
|
55.28
|
|
|
38.65
|
|
|
202.33
|
|
|||
9/30/2017
|
|
48.16
|
|
|
37.72
|
|
|
187.89
|
|
|||
6/30/2017
|
|
48.11
|
|
|
38.20
|
|
|
193.27
|
|
|||
3/31/2017
|
|
51.70
|
|
|
38.09
|
|
|
171.66
|
|
(1)
|
Source: WTI crude prices are from U.S. Energy Information Administration (EIA), WCS crude prices are from Bloomberg and hard coking coal prices are from IHS Markit.
|
|
As of
|
||||||
|
March 31, 2020
|
|
December 31, 2019
|
|
Change
|
|
Percentage
|
Canadian dollar to U.S. dollar
|
$0.70
|
|
$0.77
|
|
(0.07)
|
|
(9.1)%
|
Australian dollar to U.S. dollar
|
$0.61
|
|
$0.70
|
|
(0.09)
|
|
(12.9)%
|
|
Three Months Ended
March 31, |
||||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
|
|
|
|
|
|
||||||
|
($ in thousands)
|
||||||||||
Revenues
|
|
|
|
|
|
||||||
Canada
|
$
|
79,348
|
|
|
$
|
66,770
|
|
|
$
|
12,578
|
|
Australia
|
49,113
|
|
|
28,421
|
|
|
20,692
|
|
|||
U.S. and other
|
10,331
|
|
|
13,359
|
|
|
(3,028
|
)
|
|||
Total revenues
|
138,792
|
|
|
108,550
|
|
|
30,242
|
|
|||
Costs and expenses
|
|
|
|
|
|
||||||
Cost of sales and services
|
|
|
|
|
|
|
|
|
|||
Canada
|
64,272
|
|
|
54,647
|
|
|
9,625
|
|
|||
Australia
|
29,553
|
|
|
14,999
|
|
|
14,554
|
|
|||
U.S. and other
|
9,488
|
|
|
9,984
|
|
|
(496
|
)
|
|||
Total cost of sales and services
|
103,313
|
|
|
79,630
|
|
|
23,683
|
|
|||
Selling, general and administrative expenses
|
13,937
|
|
|
16,096
|
|
|
(2,159
|
)
|
|||
Depreciation and amortization expense
|
25,502
|
|
|
30,782
|
|
|
(5,280
|
)
|
|||
Impairment expense
|
144,120
|
|
|
—
|
|
|
144,120
|
|
|||
Other operating expense (income)
|
989
|
|
|
(65
|
)
|
|
1,054
|
|
|||
Total costs and expenses
|
287,861
|
|
|
126,443
|
|
|
161,418
|
|
|||
Operating loss
|
(149,069
|
)
|
|
(17,893
|
)
|
|
(131,176
|
)
|
|||
|
|
|
|
|
|
||||||
Interest expense and income, net
|
(5,579
|
)
|
|
(6,608
|
)
|
|
1,029
|
|
|||
Other income
|
25
|
|
|
2,978
|
|
|
(2,953
|
)
|
|||
Loss before income taxes
|
(154,623
|
)
|
|
(21,523
|
)
|
|
(133,100
|
)
|
|||
Income tax benefit
|
8,811
|
|
|
4,484
|
|
|
4,327
|
|
|||
Net loss
|
(145,812
|
)
|
|
(17,039
|
)
|
|
(128,773
|
)
|
|||
Less: Net income attributable to noncontrolling interest
|
258
|
|
|
—
|
|
|
258
|
|
|||
Net loss attributable to Civeo Corporation
|
(146,070
|
)
|
|
(17,039
|
)
|
|
(129,031
|
)
|
|||
Dividends attributable to preferred shares
|
468
|
|
|
459
|
|
|
9
|
|
|||
Net loss attributable to Civeo common shareholders
|
$
|
(146,538
|
)
|
|
$
|
(17,498
|
)
|
|
$
|
(129,040
|
)
|
|
Three Months Ended
March 31, |
||||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Revenues ($ in thousands)
|
|
|
|
|
|
||||||
Accommodation revenue (1)
|
$
|
66,066
|
|
|
$
|
57,652
|
|
|
$
|
8,414
|
|
Mobile facility rental revenue (2)
|
2,508
|
|
|
781
|
|
|
1,727
|
|
|||
Food service and other services revenue (3)
|
10,774
|
|
|
8,337
|
|
|
2,437
|
|
|||
Total revenues
|
$
|
79,348
|
|
|
$
|
66,770
|
|
|
$
|
12,578
|
|
|
|
|
|
|
|
||||||
Cost of sales and services ($ in thousands)
|
|
|
|
|
|
||||||
Accommodation cost
|
$
|
48,055
|
|
|
$
|
42,217
|
|
|
$
|
5,838
|
|
Mobile facility rental cost
|
3,257
|
|
|
649
|
|
|
2,608
|
|
|||
Food service and other services cost
|
10,015
|
|
|
8,236
|
|
|
1,779
|
|
|||
Indirect other costs
|
2,945
|
|
|
3,545
|
|
|
(600
|
)
|
|||
Total cost of sales and services
|
$
|
64,272
|
|
|
$
|
54,647
|
|
|
$
|
9,625
|
|
|
|
|
|
|
|
||||||
Gross margin as a % of revenues
|
19.0
|
%
|
|
18.2
|
%
|
|
0.8
|
%
|
|||
|
|
|
|
|
|
||||||
Average daily rate for lodges (4)
|
$
|
92
|
|
|
$
|
92
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Total billed rooms for lodges (5)
|
708,323
|
|
|
625,992
|
|
|
82,331
|
|
|||
|
|
|
|
|
|
||||||
Average Canadian dollar to U.S. dollar
|
$
|
0.74
|
|
|
$
|
0.75
|
|
|
$
|
(0.01
|
)
|
(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 services, laundry and water and wastewater treatment services for the periods presented.
|
(4)
|
Average daily rate is based on billed rooms and accommodation revenue.
|
(5)
|
Billed rooms represent total billed days for the periods presented.
|
|
Three Months Ended
March 31, |
||||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Revenues ($ in thousands)
|
|
|
|
|
|
||||||
Accommodation revenue (1)
|
$
|
32,585
|
|
|
$
|
28,421
|
|
|
$
|
4,164
|
|
Food service and other services revenue (2)
|
16,528
|
|
|
$
|
—
|
|
|
$
|
16,528
|
|
|
Total revenues
|
$
|
49,113
|
|
|
$
|
28,421
|
|
|
$
|
20,692
|
|
|
|
|
|
|
|
||||||
Cost of sales ($ in thousands)
|
|
|
|
|
|
||||||
Accommodation cost
|
$
|
14,995
|
|
|
$
|
14,397
|
|
|
$
|
598
|
|
Food service and other services cost
|
13,707
|
|
|
—
|
|
|
13,707
|
|
|||
Indirect other cost
|
851
|
|
|
602
|
|
|
249
|
|
|||
Total cost of sales and services
|
$
|
29,553
|
|
|
$
|
14,999
|
|
|
$
|
14,554
|
|
|
|
|
|
|
|
||||||
Gross margin as a % of revenues
|
39.8
|
%
|
|
47.2
|
%
|
|
(7.4
|
)%
|
|||
|
|
|
|
|
|
||||||
Average daily rate for villages (3)
|
$
|
69
|
|
|
$
|
74
|
|
|
$
|
(5
|
)
|
|
|
|
|
|
|
||||||
Total billed rooms for villages (4)
|
471,840
|
|
|
382,581
|
|
|
89,259
|
|
|||
|
|
|
|
|
|
||||||
Australian dollar to U.S. dollar
|
$
|
0.66
|
|
|
$
|
0.71
|
|
|
$
|
(0.05
|
)
|
(1)
|
Includes revenues related to village rooms and hospitality services for owned rooms for the periods presented.
|
(2)
|
Includes revenues related to food services and other services, including facilities management for the periods presented.
|
(3)
|
Average daily rate is based on billed rooms and accommodation revenue.
|
(4)
|
Billed rooms represent total billed days for the periods presented.
|
|
Three Months Ended
March 31, |
||||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Revenues ($ in thousands)
|
$
|
10,331
|
|
|
$
|
13,359
|
|
|
$
|
(3,028
|
)
|
|
|
|
|
|
|
||||||
Cost of sales ($ in thousands)
|
$
|
9,488
|
|
|
$
|
9,984
|
|
|
$
|
(496
|
)
|
|
|
|
|
|
|
||||||
Gross margin as a % of revenues
|
8.2
|
%
|
|
25.3
|
%
|
|
(17.1
|
)%
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Lender commitments (1)
|
$
|
263,500
|
|
|
$
|
263,500
|
|
Reductions in availability (2)
|
—
|
|
|
(6,591
|
)
|
||
Borrowings against revolving credit capacity
|
(117,013
|
)
|
|
(134,117
|
)
|
||
Outstanding letters of credit
|
(2,495
|
)
|
|
(2,031
|
)
|
||
Unused availability
|
143,992
|
|
|
120,761
|
|
||
Cash and cash equivalents
|
5,558
|
|
|
3,331
|
|
||
Total available liquidity
|
$
|
149,550
|
|
|
$
|
124,092
|
|
(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 March 31, 2020 and December 31, 2019, respectively.
|
(2)
|
As of March 31, 2020, there were no reductions in our availability under the Credit Agreement. As of December 31, 2019, $6.6 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.
|
|
|
|
||
Balance at December 31, 2019
|
|
$
|
359,080
|
|
Borrowings under revolving credit facilities
|
|
74,287
|
|
|
Repayments of borrowings under revolving credit facilities
|
|
(80,367
|
)
|
|
Repayments of term loans
|
|
(8,109
|
)
|
|
Translation
|
|
(30,016
|
)
|
|
Balance at March 31, 2020
|
|
$
|
314,875
|
|
Period Ended
|
Maximum Leverage Ratio
|
March 31, 2020, June 30, 2020 & September 30, 2020
|
3:75 : 1:00
|
December 31, 2020 & thereafter
|
3.50 : 1:00
|
Period
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total number of shares purchased as part of publicly announced plans or programs (3)
|
Maximum number of shares that may yet be purchased under the plans or programs (3)
|
|||
January 1, 2020 - January 31, 2020
|
14,490
|
|
(1)
|
$1.34
|
(2)
|
—
|
|
—
|
|
February 1, 2020 - February 29, 2020
|
949,637
|
|
(1)
|
$1.42
|
(2)
|
—
|
|
—
|
|
March 1, 2020 - March 31, 2020
|
56,501
|
|
(1)
|
$1.17
|
(2)
|
—
|
|
—
|
|
Total
|
1,020,628
|
|
|
$1.38
|
|
—
|
|
—
|
|
(1)
|
Consists of shares surrendered to us by participants in our 2014 Equity Participation Plan to settle the participants' personal tax liabilities that resulted from the lapsing of restrictions on shares awarded to the participants under the plan.
|
(2)
|
The price paid per share was based on the closing price of our common shares on January 8, 2020, January 19, 2020, February 20, 2020, February 21, 2020, February 25, 2020 and March 1, 2020, the respective dates as of which the restrictions lapsed on such shares.
|
(3)
|
We did not have at any time during the quarter ended March 31, 2020, and currently do not have, a share repurchase program in place.
|
(a)
|
INDEX OF EXHIBITS
|
Exhibit No.
|
|
Description
|
|
|
|
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.
|
**
|
Furnished herewith.
|
Date: May 7, 2020
|
By /s/ Carolyn J. Stone
|
|
Carolyn J. Stone
|
|
Senior Vice President, Chief Financial Officer and Treasurer (Duly Authorized Officer and Principal Financial Officer)
|
|
|
|
|
1
|
I have reviewed this Quarterly Report on Form 10-Q 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:
|
|
|
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/ Bradley J. Dodson
|
|
Bradley J. Dodson
|
|
President and Chief Executive Officer
|
1
|
I have reviewed this Quarterly Report on Form 10-Q 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:
|
|
|
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:
|
Bradley J. Dodson
|
|
|
Date:
|
May 7, 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:
|
May 7, 2020
|
|