UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 28, 2021
____________________
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address and zip code of principal executive offices) | ||||||||||||||
Registrant’s telephone number, including area code: (713 ) 510-2400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On October 28, 2021, Civeo Corporation (“Civeo”) issued a press release announcing its financial condition and results of operations as of and for the quarter ended September 30, 2021. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 8-K, and is incorporated herein by reference.
The information contained in this report and the exhibit hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filings made by Civeo under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description of Document | ||||
99.1 | |||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 28, 2021
CIVEO CORPORATION
By: /s/ Carolyn J. Stone ,
Name: Carolyn J. Stone
Title: Senior Vice President, Chief Financial Officer and Treasurer
Civeo Reports Third Quarter 2021 Results
HOUSTON and CALGARY, October 28, 2021 (BUSINESS WIRE) -- Civeo Corporation (NYSE:CVEO) today reported financial and operating results for the third quarter ended September 30, 2021.
Highlights include:
•Reported third quarter revenues of $155.1 million, net income of $0.1 million and operating cash flow of $33.9 million;
•Delivered third quarter Adjusted EBITDA of $26.2 million and free cash flow of $31.0 million;
•Reduced net leverage ratio to 1.86x as of September 30, 2021 from 1.98x as of June 30, 2021;
•Completed a replacement and refinancing of its entire credit agreement to, among other things, extend the maturity date of all of the Company's total debt outstanding to September 8, 2025; and
•Announced recently that its Board of Directors authorized the Company to repurchase up to 5% of its total common shares outstanding, or approximately 715,000 common shares, over the next twelve months.
“In the third quarter of 2021, Civeo made significant progress towards our financial objectives. We replaced and refinanced our entire credit agreement, announced the board authorization of a share repurchase program and generated significant free cash flow in a tough operating environment. During the quarter we reduced our total leverage ratio below 2.0x and reduced our aggregate total debt below $200 million" stated Bradley J. Dodson, Civeo's President and Chief Executive Officer.
Mr. Dodson concluded, "While we are encouraged by these significant achievements, the Company remains focused on operating safely, generating free cash flow and reducing our debt balance."
Carolyn Stone, Civeo's Senior Vice President and Chief Financial Officer, added “We were pleased to announce our new bank agreement, which provides the Company with four years of tenor on all three revolving credit facilities. This longer tenor affords us the flexibility to evaluate other capital allocation priorities, such as our recently announced share repurchase program and potential growth opportunities."
Third Quarter 2021 Results
In the third quarter of 2021, Civeo generated revenues of $155.1 million and reported a net income of $0.1 million, or $0.00 per diluted share. During the third quarter of 2021, Civeo produced operating cash flow of $33.9 million, Adjusted EBITDA of $26.2 million and free cash flow of $31.0 million.
By comparison, in the third quarter of 2020, Civeo generated revenues of $142.9 million and reported net income of $6.5 million, or $0.39 per diluted share. During the third quarter of 2020, Civeo produced operating cash flow of $35.4 million, Adjusted EBITDA of $36.0 million and free cash flow of $34.4 million.
Overall, the increase in revenues in the third quarter of 2021 compared to 2020 was primarily due to an increase in billed rooms in the oil sands lodges and Canadian mobile camp activity. The decrease in Adjusted EBITDA in the third quarter to 2021 compared to 2020 was primarily driven by $3.6 million of other income in the third quarter of 2020 related to proceeds from the Canadian Emergency Wage Subsidy ("CEWS") program and increased labor costs in our Australian business during the third quarter of 2021.
(EBITDA is a non-GAAP financial measure that is defined as net income plus interest, taxes, depreciation and amortization, and Adjusted EBITDA is defined as EBITDA adjusted to exclude certain other unusual or non-operating items. Free cash flow is a non-GAAP financial measure that is defined as net cash flows provided by operating activities less capital expenditures plus proceeds from asset sales. Please see the reconciliations to GAAP measures at the end of this news release.)
Business Segment Results
(Unless otherwise noted, the following discussion compares the quarterly results for the third quarter of 2021 to the results for the third quarter of 2020.)
Canada
During the third quarter of 2021, the Canadian segment generated revenues of $84.1 million, operating income of $6.1 million and Adjusted EBITDA of $19.8 million, compared to revenues of $71.8 million, operating income of $1.0 million and Adjusted EBITDA of $21.3 million in the third quarter of 2020. Adjusted EBITDA for the third quarter of 2021 did not include any other income related to proceeds from CEWS. The third quarter of 2020 Adjusted EBITDA included $3.6 million of other income related to proceeds from CEWS. Results from the third quarter of 2021 reflect the impact of a strengthened Canadian dollar relative to the U.S. dollar, which increased revenues and Adjusted EBITDA by $4.4 million and $1.0 million, respectively.
On a constant currency basis, the Canadian segment experienced an 11% period-over-period increase in revenues largely driven by a 21% year-over-year increase in billed rooms, primarily in the oil sands lodges, related to increased customer activity as a result of the recovery of oil prices from the impact of COVID-19. Adjusted EBITDA for the Canadian segment decreased 7% year-over-year primarily due to the lack of other income related to proceeds from CEWS, partially offset by an increase in billed rooms coupled with increased mobile camp activity.
Australia
During the third quarter of 2021, the Australian segment generated revenues of $65.1 million, operating income of $4.4 million and Adjusted EBITDA of $14.8 million, compared to revenues of $64.7 million, operating income of $9.9 million and Adjusted EBITDA of $21.5 million in the third quarter of 2020.
On a constant currency basis, the Australian segment experienced 2% lower period-over-period revenues, driven by a 4% year-over-year decrease in billed rooms due to subdued customer maintenance activity in the Bowen Basin. Adjusted EBITDA from the Australian segment decreased 31% year-over-year due to lower village occupancy in the Bowen Basin, as well as higher labor costs across the village and integrated services businesses.
U.S.
The U.S. segment generated revenues of $5.9 million, operating loss of $2.1 million and negative Adjusted EBITDA of $0.5 million in the third quarter of 2021, compared to revenues of $6.4 million, operating loss of $3.2 million and negative Adjusted EBITDA of $1.5 million in the third quarter of 2020. Revenues and Adjusted EBITDA increased year-over-year primarily due to increased occupancy in the U.S. lodges.
Financial Condition
As of September 30, 2021, Civeo had total liquidity of approximately $78.2 million, consisting of $73.3 million available under its revolving credit facilities and $4.9 million of cash on hand.
Civeo’s total debt outstanding on September 30, 2021 was $195.2 million, a $31.6 million decrease since June 30, 2021. The decrease consisted of $25.1 million in debt payments from cash flow generated by the business and favorable foreign currency translation of $6.5 million.
Civeo reduced its net leverage ratio to 1.86x as of September 30, 2021 from 1.98x as of June 30, 2021.
During the third quarter of 2021, Civeo invested $3.4 million in capital expenditures, up from $2.4 million during the third quarter of 2020.
Full Year 2021 Guidance
For the full year of 2021, Civeo is raising the lower end of its previously provided revenue and Adjusted EBITDA guidance range to $570 million to $580 million and $95 million to $100 million, respectively. This guidance is based on our expectations as of today and assumes no material changes to the current macro environment, or conditions related to the COVID-19 pandemic. The Company is maintaining its full year 2021 capital expenditure guidance to $15 million to $20 million.
Conference Call
Civeo will host a conference call to discuss its third quarter 2021 financial results today at 11:00 a.m. Eastern time. This call is being webcast and can be accessed at Civeo's website at www.civeo.com. Participants may also join the conference call by dialing (877) 423-9813 in the United States or (201) 689-8573 internationally and using the conference ID 13724492#. A replay will be available after the call by dialing (844) 512-2921 in the United States or (412) 317-6671 internationally and using the conference ID 13724492#.
About Civeo
Civeo Corporation is a leading provider of hospitality services with prominent market positions in the Canadian oil sands and the Australian natural resource regions. Civeo offers comprehensive solutions for lodging hundreds or thousands of workers with its long-term and temporary accommodations and provides food services, housekeeping, facility management, laundry, water and wastewater treatment, power generation, communications systems, security and logistics services. Civeo currently operates a total of 27 lodges and villages in Canada, Australia and the U.S., with an aggregate of approximately 29,000 rooms. Civeo is publicly traded under the symbol CVEO on the New York Stock Exchange. For more information, please visit Civeo's website at www.civeo.com.
Forward Looking Statements
This news release contains forward-looking statements within the meaning of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are those that do not state historical facts and are, therefore, inherently subject to risks and uncertainties. The forward-looking statements herein include the statements regarding Civeo’s future plans and outlook, including guidance, current trends and liquidity needs, are based on then current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Such risks and uncertainties include, among other things, risks associated with global health concerns and pandemics, including the COVID-19 pandemic, any increases in or severity of COVID-19 cases (including due to existing or new variants) and the risk that room occupancy may decline if our customers are limited or restricted in the availability of personnel who may become ill or be subjected to quarantine, risks associated with the general nature of the accommodations industry, risks associated with the level of supply and demand for oil, coal, iron ore and other minerals, including the level of activity, spending and developments in the Canadian oil sands, the level of demand for coal and other natural resources from, and investments and opportunities in, Australia, and fluctuations or sharp declines in the current and future prices of oil, natural gas, coal, iron ore and other minerals, risks associated with 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, which may cause those customers to terminate or postpone contracts, risks associated with currency exchange rates, risks associated with the company’s ability to integrate acquisitions, risks associated with labor shortages, risks associated with the development of new projects, including whether such projects will continue in the future, risks associated with the trading price of the company’s common shares, availability and cost of capital, risks associated with general global economic conditions, global weather conditions, natural disasters and security threats and changes to government and environmental regulations, including climate change, and other factors discussed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of Civeo’s annual report on Form 10-K for the year ended December 31, 2020 and other reports the company may file from time to time with the U.S. Securities and Exchange Commission. Each forward-looking statement contained herein speaks only as of the date of this release. Except as required by law, Civeo expressly disclaims any intention or obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.
- Financial Schedules Follow -
CIVEO CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Revenues | $ | 155,063 | $ | 142,857 | $ | 434,669 | $ | 396,351 | |||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of sales and services | 111,430 | 97,434 | 319,242 | 283,880 | |||||||||||||||||||
| Selling, general and administrative expenses | 17,320 | 13,462 | 46,204 | 38,889 | |||||||||||||||||||
| Depreciation and amortization expense | 20,282 | 24,820 | 62,928 | 72,527 | |||||||||||||||||||
| Impairment expense | — | — | 7,935 | 144,120 | |||||||||||||||||||
| Other operating expense | 21 | 51 | 122 | 755 | |||||||||||||||||||
| 149,053 | 135,767 | 436,431 | 540,171 | ||||||||||||||||||||
| Operating income (loss) | 6,010 | 7,090 | (1,762) | (143,820) | |||||||||||||||||||
| Interest expense | (3,166) | (3,646) | (9,929) | (13,095) | |||||||||||||||||||
| Loss on extinguishment of debt | (416) | (383) | (416) | (383) | |||||||||||||||||||
| Interest income | — | — | 2 | 20 | |||||||||||||||||||
| Other (expense) income | 364 | 4,542 | 6,066 | 17,209 | |||||||||||||||||||
| Income (loss) before income taxes | 2,792 | 7,603 | (6,039) | (140,069) | |||||||||||||||||||
| Income tax (expense) benefit | (1,770) | (180) | (2,354) | 8,509 | |||||||||||||||||||
| Net income (loss) | 1,022 | 7,423 | (8,393) | (131,560) | |||||||||||||||||||
| Less: Net income attributable to noncontrolling interest | 478 | 434 | 534 | 914 | |||||||||||||||||||
| Net income (loss) attributable to Civeo Corporation | 544 | 6,989 | (8,927) | (132,474) | |||||||||||||||||||
| Less: Dividends attributable to Class A preferred shares | 482 | 472 | 1,440 | 1,411 | |||||||||||||||||||
| Net income (loss) attributable to Civeo common shareholders | $ | 62 | $ | 6,517 | $ | (10,367) | $ | (133,885) | |||||||||||||||
| Net (loss) income per share attributable to Civeo Corporation common shareholders: | |||||||||||||||||||||||
| Basic | $ | — | $ | 0.39 | $ | (0.73) | $ | (9.48) | |||||||||||||||
| Diluted | $ | — | $ | 0.39 | $ | (0.73) | $ | (9.48) | |||||||||||||||
| Weighted average number of common shares outstanding: | |||||||||||||||||||||||
| Basic | 14,277 | 14,160 | 14,255 | 14,118 | |||||||||||||||||||
| Diluted | 14,361 | 14,212 | 14,255 | 14,118 | |||||||||||||||||||
CIVEO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
| September 30, 2021 | December 31, 2020 | ||||||||||
| (UNAUDITED) | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 4,948 | $ | 6,155 | |||||||
| Accounts receivable, net | 108,058 | 89,782 | |||||||||
| Inventories | 6,089 | 6,181 | |||||||||
| Assets held for sale | 15,530 | 3,910 | |||||||||
| Prepaid expenses and other current assets | 23,398 | 13,185 | |||||||||
| Total current assets | 158,023 | 119,213 | |||||||||
| Property, plant and equipment, net | 399,962 | 486,930 | |||||||||
| Goodwill, net | 8,125 | 8,729 | |||||||||
| Other intangible assets, net | 94,680 | 99,749 | |||||||||
| Operating lease right-of-use assets | 19,265 | 22,606 | |||||||||
| Other noncurrent assets | 3,987 | 3,626 | |||||||||
| Total assets | $ | 684,042 | $ | 740,853 | |||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 45,193 | $ | 42,056 | |||||||
| Accrued liabilities | 31,084 | 27,349 | |||||||||
| Income taxes | 261 | 203 | |||||||||
| Current portion of long-term debt | 30,473 | 34,585 | |||||||||
| Deferred revenue | 24,219 | 6,812 | |||||||||
| Other current liabilities | 5,718 | 5,760 | |||||||||
| Total current liabilities | 136,948 | 116,765 | |||||||||
| Long-term debt | 162,689 | 214,000 | |||||||||
| Operating lease liabilities | 16,382 | 19,834 | |||||||||
| Other noncurrent liabilities | 15,238 | 14,897 | |||||||||
| Total liabilities | 331,257 | 365,496 | |||||||||
| Shareholders' equity: | |||||||||||
| Preferred shares | 61,456 | 60,016 | |||||||||
| Common shares | — | — | |||||||||
| Additional paid-in capital | 1,581,248 | 1,578,315 | |||||||||
| Accumulated deficit | (918,539) | (907,727) | |||||||||
| Treasury stock | (8,050) | (6,930) | |||||||||
| Accumulated other comprehensive loss | (364,360) | (348,989) | |||||||||
| Total Civeo Corporation shareholders' equity | 351,755 | 374,685 | |||||||||
| Noncontrolling interest | 1,030 | 672 | |||||||||
| Total shareholders' equity | 352,785 | 375,357 | |||||||||
| Total liabilities and shareholders' equity | $ | 684,042 | $ | 740,853 | |||||||
CIVEO CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2021 | 2020 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | (8,393) | $ | (131,560) | |||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 62,928 | 72,527 | |||||||||
| Impairment charges | 7,935 | 144,120 | |||||||||
| Loss on extinguishment of debt | 416 | 383 | |||||||||
| Deferred income tax expense (benefit) | 2,105 | (8,941) | |||||||||
| Non-cash compensation charge | 2,933 | 4,804 | |||||||||
| Gains on disposals of assets | (2,305) | (2,581) | |||||||||
| Provision for credit losses, net of recoveries | 155 | 45 | |||||||||
| Other, net | 2,436 | (2,730) | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | (21,516) | 5,355 | |||||||||
| Inventories | (193) | 194 | |||||||||
| Accounts payable and accrued liabilities | 9,836 | 1,247 | |||||||||
| Taxes payable | 61 | 51 | |||||||||
| Other current assets and liabilities, net | 6,843 | (2,239) | |||||||||
| Net cash flows provided by operating activities | 63,241 | 80,675 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | (9,645) | (6,244) | |||||||||
| Proceeds from disposition of property, plant and equipment | 7,545 | 3,336 | |||||||||
| Other, net | — | 4,619 | |||||||||
| Net cash flows provided by (used in) investing activities | (2,100) | 1,711 | |||||||||
| Cash flows from financing activities: | |||||||||||
| Term loan repayments | (117,595) | (31,092) | |||||||||
| Revolving credit borrowings (repayments), net | 62,474 | (44,511) | |||||||||
| Debt issuance costs | (4,407) | (2,583) | |||||||||
| Repurchases of common shares | (445) | — | |||||||||
| Taxes paid on vested shares | (1,120) | (1,458) | |||||||||
| Net cash flows used in financing activities | (61,093) | (79,644) | |||||||||
| Effect of exchange rate changes on cash | (1,255) | 865 | |||||||||
| Net change in cash and cash equivalents | (1,207) | 3,607 | |||||||||
| Cash and cash equivalents, beginning of period | 6,155 | 3,331 | |||||||||
| Cash and cash equivalents, end of period | $ | 4,948 | $ | 6,938 | |||||||
CIVEO CORPORATION
SEGMENT DATA
(in thousands)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Canada | $ | 84,057 | $ | 71,785 | $ | 229,223 | $ | 204,119 | |||||||||||||||
| Australia | 65,118 | 64,685 | 188,774 | 170,869 | |||||||||||||||||||
| United States | 5,888 | 6,387 | 16,672 | 21,363 | |||||||||||||||||||
| Total revenues | $ | 155,063 | $ | 142,857 | $ | 434,669 | $ | 396,351 | |||||||||||||||
| EBITDA (1) | |||||||||||||||||||||||
| Canada | $ | 19,801 | $ | 21,289 | $ | 53,201 | $ | (78,976) | |||||||||||||||
| Australia | 14,835 | 21,517 | 35,157 | 56,476 | |||||||||||||||||||
| United States | (544) | (1,478) | (1,468) | (14,920) | |||||||||||||||||||
| Corporate and eliminations | (7,914) | (5,310) | (20,192) | (17,578) | |||||||||||||||||||
| Total EBITDA | $ | 26,178 | $ | 36,018 | $ | 66,698 | $ | (54,998) | |||||||||||||||
| Adjusted EBITDA (1) | |||||||||||||||||||||||
| Canada | $ | 19,801 | $ | 21,289 | $ | 53,201 | $ | 48,015 | |||||||||||||||
| Australia | 14,835 | 21,517 | 43,092 | 56,476 | |||||||||||||||||||
| United States | (544) | (1,478) | (1,468) | (2,481) | |||||||||||||||||||
| Corporate and eliminations | (7,914) | (5,310) | (20,192) | (17,578) | |||||||||||||||||||
| Total adjusted EBITDA | $ | 26,178 | $ | 36,018 | $ | 74,633 | $ | 84,432 | |||||||||||||||
| Operating income (loss) | |||||||||||||||||||||||
| Canada | $ | 6,131 | $ | 1,007 | $ | 5,924 | $ | (142,343) | |||||||||||||||
| Australia | 4,422 | 9,890 | 5,073 | 24,245 | |||||||||||||||||||
| United States | (2,124) | (3,197) | (5,831) | (19,954) | |||||||||||||||||||
| Corporate and eliminations | (2,419) | (610) | (6,928) | (5,768) | |||||||||||||||||||
| Total operating income (loss) | $ | 6,010 | $ | 7,090 | $ | (1,762) | $ | (143,820) | |||||||||||||||
| (1) Please see Non-GAAP Reconciliation Schedule. | |||||||||||||||||||||||
CIVEO CORPORATION
NON-GAAP RECONCILIATIONS
(in thousands)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| EBITDA (1) | $ | 26,178 | $ | 36,018 | $ | 66,698 | $ | (54,998) | |||||||||||||||
| Adjusted EBITDA (1) | $ | 26,178 | $ | 36,018 | $ | 74,633 | $ | 84,432 | |||||||||||||||
| Free Cash Flow (2) | $ | 31,035 | $ | 34,399 | $ | 61,141 | $ | 77,767 | |||||||||||||||
(1)The term EBITDA is defined as net income (loss) attributable to Civeo Corporation plus interest, taxes, depreciation and amortization. The term Adjusted EBITDA is defined as EBITDA adjusted to exclude certain other unusual or non-operating items. EBITDA and Adjusted EBITDA are not measures of financial performance under generally accepted accounting principles and should not be considered in isolation from or as a substitute for net income or cash flow measures prepared in accordance with generally accepted accounting principles or as a measure of profitability or liquidity. Additionally, EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. Civeo has included EBITDA and Adjusted EBITDA as supplemental disclosures because its management believes that EBITDA and Adjusted EBITDA provide useful information regarding its ability to service debt and to fund capital expenditures and provide investors a helpful measure for comparing Civeo's operating performance with the performance of other companies that have different financing and capital structures or tax rates. Civeo uses EBITDA and Adjusted EBITDA to compare and to monitor the performance of its business segments to other comparable public companies and as a benchmark for the award of incentive compensation under its annual incentive compensation plan.
The following table sets forth a reconciliation of EBITDA and Adjusted EBITDA to net income (loss) attributable to Civeo Corporation, which is the most directly comparable measure of financial performance calculated under generally accepted accounting principles (in thousands) (unaudited):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Net income (loss) attributable to Civeo Corporation | $ | 544 | $ | 6,989 | $ | (8,927) | $ | (132,474) | |||||||||||||||
| Income tax expense (benefit) | 1,770 | 180 | 2,354 | (8,509) | |||||||||||||||||||
| Depreciation and amortization | 20,282 | 24,820 | 62,928 | 72,527 | |||||||||||||||||||
| Interest income | — | — | (2) | (20) | |||||||||||||||||||
| Loss on extinguishment of debt | 416 | 383 | 416 | 383 | |||||||||||||||||||
| Interest expense | 3,166 | 3,646 | 9,929 | 13,095 | |||||||||||||||||||
| EBITDA | $ | 26,178 | $ | 36,018 | $ | 66,698 | $ | (54,998) | |||||||||||||||
| Adjustments to EBITDA | |||||||||||||||||||||||
| Impairment of long-lived assets (a) | — | — | 7,935 | 50,514 | |||||||||||||||||||
| Impairment of goodwill (b) | — | — | — | 93,606 | |||||||||||||||||||
| Representations and warranties settlement (c) | — | — | — | (4,690) | |||||||||||||||||||
| Adjusted EBITDA | $ | 26,178 | $ | 36,018 | $ | 74,633 | $ | 84,432 | |||||||||||||||
(a)Relates to asset impairments in the second quarter of 2021 and the first quarter of 2020. In the second quarter of 2021, we recorded a pre-tax loss related to the impairment of long-lived assets in our Australian segment of $7.9 million, which is included in Impairment expense on the unaudited statements of operations.
In the first quarter of 2020, we recorded a pre-tax loss related to the impairment of long-lived assets in our Canadian segment of $38.1 million and a pre-tax loss related to the impairment of long-lived assets in our U.S. segment of $12.4 million, which is included in Impairment expense on the unaudited statements of operations.
(b)Relates to the impairment of goodwill in the first quarter of 2020. The $93.6 million impairment is related to our Canada reporting unit and is included in Impairment expense on the statements of operations.
(c)In the second quarter of 2020, we recorded $4.7 million of income associated with the settlement of a representations and warranties claim related to the Noralta acquisition, which is included in Other income on the unaudited statements of operations.
(2)The term Free Cash Flow is defined as net cash flows provided by operating activities less capital expenditures plus proceeds from asset sales. Free Cash Flow is not a measure of financial performance under generally accepted accounting principles and should not be considered in isolation from or as a substitute for cash flow measures prepared in accordance with generally accepted accounting principles or as a measure of profitability or liquidity. Additionally, Free Cash Flow may not be comparable to other similarly titled measures of other companies. Civeo has included Free Cash Flow as a supplemental disclosure because its management believes that Free Cash Flow provides useful information regarding the cash flow generating ability of its business relative to its capital expenditure and debt service obligations. Civeo uses Free Cash Flow to compare and to understand, manage, make operating decisions and evaluate Civeo's business. It is also used as a benchmark for the award of incentive compensation under its annual incentive compensation plan.
The following table sets forth a reconciliation of Free Cash Flow to Net Cash Flows Provided by Operating Activities, which is the most directly comparable measure of financial performance calculated under generally accepted accounting principles (in thousands) (unaudited):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Net Cash Flows Provided by Operating Activities | $ | 33,891 | $ | 35,357 | $ | 63,241 | $ | 80,675 | |||||||||||||||
| Capital expenditures | (3,389) | (2,397) | (9,645) | (6,244) | |||||||||||||||||||
| Proceeds from disposition of property, plant and equipment | 533 | 1,439 | 7,545 | 3,336 | |||||||||||||||||||
| Free Cash Flow | $ | 31,035 | $ | 34,399 | $ | 61,141 | $ | 77,767 | |||||||||||||||
CIVEO CORPORATION
NON-GAAP RECONCILIATIONS - GUIDANCE
(in millions)
(unaudited)
| Year Ending December 31, 2021 | |||||||||||
| EBITDA Range (1) | $ | 87.1 | $ | 92.1 | |||||||
| Adjusted EBITDA Range (1) | $ | 95.0 | $ | 100.0 | |||||||
(1)The following table sets forth a reconciliation of estimated Adjusted EBITDA to estimated net loss, which is the most directly comparable measure of financial performance calculated under generally accepted accounting principles (in millions) (unaudited):
| Year Ending December 31, 2021 | |||||||||||
| (estimated) | |||||||||||
| Net loss | $ | (13.9) | $ | (9.4) | |||||||
| Income tax expense | 3.0 | 3.5 | |||||||||
| Depreciation and amortization | 83.0 | 83.0 | |||||||||
| Interest expense | 15.0 | 15.0 | |||||||||
| EBITDA | $ | 87.1 | $ | 92.1 | |||||||
| Adjustments to EBITDA | |||||||||||
| Impairment expense | 7.9 | 7.9 | |||||||||
| Adjusted EBITDA | $ | 95.0 | $ | 100.0 | |||||||
CIVEO CORPORATION
SUPPLEMENTAL QUARTERLY SEGMENT AND OPERATING DATA
(U.S. dollars in thousands, except for room counts and average daily rates)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Supplemental Operating Data - Canadian Segment | |||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Accommodation revenue (1) | $ | 60,511 | $ | 49,798 | $ | 176,800 | $ | 156,068 | |||||||||||||||
| Mobile facility rental revenue (2) | 19,075 | 13,135 | 38,240 | 21,715 | |||||||||||||||||||
| Food and other services revenue (3) | 4,471 | 8,852 | 14,183 | 26,336 | |||||||||||||||||||
| Total Canadian revenues | $ | 84,057 | $ | 71,785 | $ | 229,223 | $ | 204,119 | |||||||||||||||
| Costs | |||||||||||||||||||||||
| Accommodation cost | $ | 41,470 | $ | 32,490 | $ | 124,798 | $ | 109,143 | |||||||||||||||
| Mobile facility rental cost | 11,144 | 8,557 | 23,562 | 17,099 | |||||||||||||||||||
| Food and other services cost | 4,007 | 7,595 | 12,583 | 23,773 | |||||||||||||||||||
| Indirect other cost | 2,593 | 2,751 | 7,498 | 8,115 | |||||||||||||||||||
| Total Canadian cost of sales and services | $ | 59,214 | $ | 51,393 | $ | 168,441 | $ | 158,130 | |||||||||||||||
| Average daily rates (4) | $ | 98 | $ | 96 | $ | 97 | $ | 95 | |||||||||||||||
| Billed rooms (5) | 613,017 | 508,449 | 1,816,407 | 1,626,668 | |||||||||||||||||||
| Canadian dollar to U.S. dollar | $ | 0.794 | $ | 0.751 | $ | 0.799 | $ | 0.739 | |||||||||||||||
| Supplemental Operating Data - Australian Segment | |||||||||||||||||||||||
| Accommodation revenue (1) | $ | 38,104 | $ | 39,470 | $ | 109,559 | $ | 106,988 | |||||||||||||||
| Food and other services revenue (3) | 27,014 | 25,215 | 79,215 | 63,881 | |||||||||||||||||||
| Total Australian revenues | $ | 65,118 | $ | 64,685 | $ | 188,774 | $ | 170,869 | |||||||||||||||
| Costs | |||||||||||||||||||||||
| Accommodation cost | $ | 18,351 | $ | 16,401 | $ | 53,538 | $ | 46,665 | |||||||||||||||
| Food and other services cost | 26,007 | 21,161 | 75,458 | 53,627 | |||||||||||||||||||
| Indirect other cost | 2,016 | 967 | 5,176 | 2,703 | |||||||||||||||||||
| Total Australian cost of sales and services | $ | 46,374 | $ | 38,529 | $ | 134,172 | $ | 102,995 | |||||||||||||||
| Average daily rates (4) | $ | 78 | $ | 77 | $ | 79 | $ | 72 | |||||||||||||||
| Billed rooms (5) | 491,218 | 513,587 | 1,382,182 | 1,487,819 | |||||||||||||||||||
| Australian dollar to U.S. dollar | $ | 0.735 | $ | 0.716 | $ | 0.759 | $ | 0.677 | |||||||||||||||
(1)Includes revenues related to lodge and village 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, and facilities management for the periods presented.
(4)Average daily rate is based on billed rooms and accommodation revenue.
(5)Billed rooms represents total billed days for the periods presented.
CONTACTS:
Carolyn J. Stone
Civeo Corporation
Senior Vice President & Chief Financial Officer
713-510-2400