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 27, 2023
____________________
(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 27, 2023, Civeo Corporation (“Civeo”) issued a press release announcing its financial condition and results of operations as of and for the quarter ended September 30, 2023. 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 27, 2023
CIVEO CORPORATION
By: /s/ Carolyn J. Stone ,
Name: Carolyn J. Stone
Title: Senior Vice President, Chief Financial Officer and Treasurer
Civeo Reports Third Quarter 2023 Results
Third Quarter Highlights:
•Reported revenues of $183.6 million, net income of $9.0 million and operating cash flow of $36.8 million;
•Delivered Adjusted EBITDA of $32.9 million and free cash flow of $31.7 million;
•Reduced total debt by $32.9 million to $103.2 million as of September 30, 2023;
•Returned capital to shareholders through the previously announced initiation of a quarterly dividend and renewal of its share repurchase program; and
•Announced a definitive agreement to sell McClelland Lake Lodge for approximately C$49 million, or US$36 million.
HOUSTON and CALGARY, October 27, 2023 (BUSINESS WIRE) -- Civeo Corporation (NYSE:CVEO) today reported financial and operating results for the third quarter ended September 30, 2023.
“On top of solid operating results, we achieved several strategic milestones in the third quarter," said Bradley J. Dodson, Civeo's President and Chief Executive Officer.
"Canada exceeded our expectations primarily due to stronger-than-expected billed rooms at Sitka Lodge. In Australia, we experienced a second consecutive quarterly record in terms of billed rooms at our villages," said Mr. Dodson.
Mr. Dodson concluded, “The agreement to sell McClelland Lake Lodge is a very positive outcome for the Company and we continue to pursue additional business opportunities related to this sale. We were also pleased to announce our new capital allocation framework, which includes the initiation of a regular quarterly dividend of $0.25 per share and the renewal of our share repurchase program. These strategic announcements reflect our commitment to returning capital to shareholders while maintaining the flexibility to deploy capital to fund growth opportunities and support our existing operations.”
Third Quarter 2023 Results
In the third quarter of 2023, Civeo generated revenues of $183.6 million and reported net income of $9.0 million, or $0.61 per diluted share. During the third quarter of 2023, Civeo produced operating cash flow of $36.8 million, Adjusted EBITDA of $32.9 million and free cash flow of $31.7 million.
By comparison, in the third quarter of 2022, Civeo generated revenues of $184.2 million and reported net income of $5.2 million, or $0.32 per diluted share. During the third quarter of 2022, Civeo produced operating cash flow of $38.7 million, Adjusted EBITDA of $35.0 million and free cash flow of $38.6 million.
The year-over-year decrease in Adjusted EBITDA in the third quarter of 2023 was primarily driven by the wind down of LNG-related Canadian mobile camp activity. This decrease was partially offset by increased billed rooms at the Australian Bowen Basin villages and increased Australian integrated services activity.
Business Segment Results
(Unless otherwise noted, the following discussion compares the quarterly results for the third quarter of 2023 to the results for the third quarter of 2022.)
Canada
During the third quarter of 2023, the Canadian segment generated revenues of $95.1 million, operating income of $10.8 million and Adjusted EBITDA of $23.0 million, compared to revenues of $103.0 million, operating income of $7.8 million and Adjusted EBITDA of $25.6 million in the third quarter of 2022. Results for the third quarter of 2023 reflect the impact of a weakened Canadian dollar relative to the U.S. dollar, which decreased revenues and Adjusted EBITDA by $2.6 million and $0.7 million, respectively. The third quarter of 2023 Adjusted EBITDA excluded $4.9 million of other expenses related to the demobilization of McClelland Lake Lodge.
On a constant currency basis, the Canadian segment experienced a 5% period-over-period decrease in revenues primarily related to Canadian mobile camp activity winding down, partially offset by an increased average daily rate on relatively flat billed rooms year-over-year. Adjusted EBITDA for the Canadian segment decreased 10% primarily due to the aforementioned dynamics.
Australia
During the third quarter of 2023, the Australian segment generated revenues of $87.9 million, operating income of $9.1 million and Adjusted EBITDA of $18.8 million, compared to revenues of $73.8 million, operating income of $5.9 million and Adjusted EBITDA of $16.9 million in the third quarter of 2022. Results for the third quarter of 2023 reflect the impact of a weakened Australian dollar relative to the U.S. dollar, which decreased revenues and Adjusted EBITDA by $3.8 million and $0.8 million, respectively.
On a constant currency basis, the Australian segment experienced a 24% period-over-period increase in revenues primarily driven by a 19% year-over-year increase in village billed rooms as well as increased integrated services revenue related to new contracts. Adjusted EBITDA for the Australian segment increased 11% due to the aforementioned dynamics.
Financial Condition and Capital Allocation
As of September 30, 2023, Civeo had total liquidity of approximately $110.6 million, consisting of $102.8 million available under its revolving credit facilities and $7.8 million of cash on hand.
Civeo’s total debt outstanding on September 30, 2023 was $103.2 million, a $32.9 million decrease since June 30, 2023.
Civeo reported a net leverage ratio of 0.9x as of September 30, 2023.
During the third quarter of 2023, Civeo invested $9.5 million in capital expenditures compared to $8.8 million invested during the third quarter of 2022. Capital expenditures in both periods were primarily related to maintenance spending on the Company’s lodges and villages. Capital expenditures in the third quarter of 2023 also included $3.6 million related to customer-funded infrastructure upgrades at three Australian villages.
The Company announced today that its board of directors has declared a quarterly cash dividend of $0.25 per common share, payable on December 18, 2023 to shareholders of record as of close of business on November 27, 2023. For purposes of the Income Tax Act (Canada), the Company has designated this dividend to be an "eligible dividend".
In the third quarter of 2023, Civeo repurchased approximately 62,000 shares through its share repurchase program for approximately $1.3 million.
Full Year 2023 Guidance
For the full year of 2023, Civeo is increasing its previously provided revenue and Adjusted EBITDA guidance ranges. The revised revenue and Adjusted EBITDA guidance ranges are $675 million to $685 million and $95 million to $100 million, respectively. The Company is maintaining its full year 2023 capital expenditure guidance of $35 million to $40 million.
Conference Call
Civeo will host a conference call to discuss its third quarter 2023 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 asking for the Civeo call or using the conference ID 13742013#. 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 13742013#.
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 24 lodges and villages in Canada, Australia and
the U.S., with an aggregate of approximately 26,000 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, including the statements regarding Civeo’s future plans and outlook, strategic priorities, guidance, current trends, expectations with respect to share repurchases and dividends, 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 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 inflation and volatility in the banking sector, 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, geopolitical events, inflation, global weather conditions, natural disasters, global health concerns, 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 most recent annual report on Form 10-K 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.
Non-GAAP Financial Information
EBITDA, Adjusted EBITDA, free cash flow, net debt, bank-adjusted EBITDA and net leverage ratio are non-GAAP
financial measures. See “Non-GAAP Reconciliation” below for definitions and additional information concerning
non-GAAP financial measures, including a reconciliation of the non-GAAP financial information presented in this
press release to the most directly comparable financial information presented in accordance with GAAP. Non-GAAP
financial information supplements and should be read together with, and is not an alternative or substitute for, the
Company’s financial results reported in accordance with GAAP. Because non-GAAP financial information is not
standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP
financial measures.
- 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, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Revenues | $ | 183,572 | $ | 184,227 | $ | 530,006 | $ | 534,859 | |||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of sales and services | 130,296 | 133,496 | 395,235 | 389,392 | |||||||||||||||||||
| Selling, general and administrative expenses | 20,236 | 17,677 | 52,885 | 50,572 | |||||||||||||||||||
| Depreciation and amortization expense | 16,914 | 22,608 | 59,277 | 65,818 | |||||||||||||||||||
| Other operating expense (income) | 87 | (339) | 302 | (187) | |||||||||||||||||||
| 167,533 | 173,442 | 507,699 | 505,595 | ||||||||||||||||||||
| Operating income | 16,039 | 10,785 | 22,307 | 29,264 | |||||||||||||||||||
| Interest expense | (3,365) | (3,001) | (10,625) | (8,077) | |||||||||||||||||||
| Interest income | 44 | 13 | 126 | 15 | |||||||||||||||||||
| Other income (expense) | (4,709) | 2,179 | (1,832) | 4,290 | |||||||||||||||||||
| Income before income taxes | 8,009 | 9,976 | 9,976 | 25,492 | |||||||||||||||||||
| Income tax benefit (expense) | 1,214 | (3,713) | (2,897) | (7,091) | |||||||||||||||||||
| Net income | 9,223 | 6,263 | 7,079 | 18,401 | |||||||||||||||||||
| Less: Net income (loss) attributable to noncontrolling interest | 201 | 546 | (53) | 1,706 | |||||||||||||||||||
| Net income attributable to Civeo Corporation | 9,022 | 5,717 | 7,132 | 16,695 | |||||||||||||||||||
| Less: Dividends attributable to Class A preferred shares | — | 492 | — | 1,469 | |||||||||||||||||||
| Net income attributable to Civeo common shareholders | $ | 9,022 | $ | 5,225 | $ | 7,132 | $ | 15,226 | |||||||||||||||
| Net income per share attributable to Civeo Corporation common shareholders: | |||||||||||||||||||||||
| Basic | $ | 0.61 | $ | 0.32 | $ | 0.48 | $ | 0.92 | |||||||||||||||
| Diluted | $ | 0.61 | $ | 0.32 | $ | 0.47 | $ | 0.91 | |||||||||||||||
| Weighted average number of common shares outstanding: | |||||||||||||||||||||||
| Basic | 14,814 | 13,932 | 14,980 | 14,058 | |||||||||||||||||||
| Diluted | 14,891 | 14,064 | 15,051 | 14,220 | |||||||||||||||||||
CIVEO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
| September 30, 2023 | December 31, 2022 | ||||||||||
| (UNAUDITED) | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 7,817 | $ | 7,954 | |||||||
| Accounts receivable, net | 153,946 | 119,755 | |||||||||
| Inventories | 6,272 | 6,907 | |||||||||
| Assets held for sale | 8,185 | 8,653 | |||||||||
| Prepaid expenses and other current assets | 14,409 | 10,280 | |||||||||
| Total current assets | 190,629 | 153,549 | |||||||||
| Property, plant and equipment, net | 263,436 | 301,890 | |||||||||
| Goodwill, net | 7,290 | 7,672 | |||||||||
| Other intangible assets, net | 77,547 | 81,747 | |||||||||
| Operating lease right-of-use assets | 12,866 | 15,722 | |||||||||
| Other noncurrent assets | 4,826 | 5,604 | |||||||||
| Total assets | $ | 556,594 | $ | 566,184 | |||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 53,124 | $ | 51,087 | |||||||
| Accrued liabilities | 48,693 | 39,211 | |||||||||
| Income taxes | 173 | 178 | |||||||||
| Current portion of long-term debt | 7,143 | 28,448 | |||||||||
| Deferred revenue | 6,884 | 991 | |||||||||
| Other current liabilities | 9,276 | 8,342 | |||||||||
| Total current liabilities | 125,293 | 128,257 | |||||||||
| Long-term debt | 95,852 | 102,505 | |||||||||
| Deferred income taxes | 7,017 | 4,778 | |||||||||
| Operating lease liabilities | 10,355 | 12,771 | |||||||||
| Other noncurrent liabilities | 24,114 | 14,172 | |||||||||
| Total liabilities | 262,631 | 262,483 | |||||||||
| Shareholders' equity: | |||||||||||
| Common shares | — | — | |||||||||
| Additional paid-in capital | 1,627,809 | 1,624,512 | |||||||||
| Accumulated deficit | (935,944) | (930,123) | |||||||||
| Treasury stock | (9,063) | (9,063) | |||||||||
| Accumulated other comprehensive loss | (392,080) | (385,187) | |||||||||
| Total Civeo Corporation shareholders' equity | 290,722 | 300,139 | |||||||||
| Noncontrolling interest | 3,241 | 3,562 | |||||||||
| Total shareholders' equity | 293,963 | 303,701 | |||||||||
| Total liabilities and shareholders' equity | $ | 556,594 | $ | 566,184 | |||||||
CIVEO CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 7,079 | $ | 18,401 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 59,277 | 65,818 | |||||||||
| Deferred income tax expense | 2,688 | 6,930 | |||||||||
| Non-cash compensation charge | 3,297 | 2,861 | |||||||||
| Losses (gains) on disposals of assets | 2,264 | (4,069) | |||||||||
| Provision (benefit) for credit losses, net of recoveries | 120 | (23) | |||||||||
| Other, net | 1,900 | 2,397 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | (37,411) | (19,138) | |||||||||
| Inventories | 420 | (1,557) | |||||||||
| Accounts payable and accrued liabilities | 4,767 | 3,515 | |||||||||
| Taxes payable | (5) | (62) | |||||||||
| Other current and noncurrent assets and liabilities, net | 12,197 | (12,701) | |||||||||
| Net cash flows provided by operating activities | 56,593 | 62,372 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | (21,179) | (17,466) | |||||||||
| Proceeds from dispositions of property, plant and equipment | 7,070 | 11,975 | |||||||||
| Other, net | — | 190 | |||||||||
| Net cash flows used in investing activities | (14,109) | (5,301) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Term loan repayments | (22,338) | (23,059) | |||||||||
| Revolving credit borrowings (repayments), net | (6,732) | (14,824) | |||||||||
| Dividends paid | (3,731) | — | |||||||||
| Repurchases of common shares | (9,222) | (14,209) | |||||||||
| Taxes paid on vested shares | — | (1,013) | |||||||||
| Net cash flows used in financing activities | (42,023) | (53,105) | |||||||||
| Effect of exchange rate changes on cash | (598) | (1,887) | |||||||||
| Net change in cash and cash equivalents | (137) | 2,079 | |||||||||
| Cash and cash equivalents, beginning of period | 7,954 | 6,282 | |||||||||
| Cash and cash equivalents, end of period | $ | 7,817 | $ | 8,361 | |||||||
CIVEO CORPORATION
SEGMENT DATA
(in thousands)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Canada | $ | 95,144 | $ | 103,009 | $ | 280,067 | $ | 307,984 | |||||||||||||||
| Australia | 87,885 | 73,805 | 247,418 | 205,154 | |||||||||||||||||||
| Other (2) | 543 | 7,413 | 2,521 | 21,721 | |||||||||||||||||||
| Total revenues | $ | 183,572 | $ | 184,227 | $ | 530,006 | $ | 534,859 | |||||||||||||||
| EBITDA (1) | |||||||||||||||||||||||
| Canada | $ | 18,154 | $ | 25,567 | $ | 49,983 | $ | 71,445 | |||||||||||||||
| Australia | 18,785 | 16,858 | 52,600 | 47,832 | |||||||||||||||||||
| Corporate, other and eliminations (2) | (8,896) | (7,399) | (22,778) | (21,611) | |||||||||||||||||||
| Total EBITDA | $ | 28,043 | $ | 35,026 | $ | 79,805 | $ | 97,666 | |||||||||||||||
| Adjusted EBITDA (1) | |||||||||||||||||||||||
| Canada | $ | 23,022 | $ | 25,567 | $ | 54,851 | $ | 71,445 | |||||||||||||||
| Australia | 18,785 | 16,858 | 52,600 | 47,832 | |||||||||||||||||||
| Corporate, other and eliminations (2) | (8,896) | (7,399) | (22,778) | (21,611) | |||||||||||||||||||
| Total adjusted EBITDA | $ | 32,911 | $ | 35,026 | $ | 84,673 | $ | 97,666 | |||||||||||||||
| Operating income (loss) | |||||||||||||||||||||||
| Canada | $ | 10,811 | $ | 7,846 | $ | 9,486 | $ | 23,081 | |||||||||||||||
| Australia | 9,067 | 5,859 | 23,140 | 17,446 | |||||||||||||||||||
| Corporate, other and eliminations (2) | (3,839) | (2,920) | (10,319) | (11,263) | |||||||||||||||||||
| Total operating income | $ | 16,039 | $ | 10,785 | $ | 22,307 | $ | 29,264 | |||||||||||||||
| (1) Please see Non-GAAP Reconciliation Schedule. | |||||||||||||||||||||||
(2) Prior to the first quarter of 2023, we presented the U.S. operating segment as a separate reportable segment. Our operating segment in the U.S. no longer meets the reportable segment quantitative thresholds, and is included within the Other and Corporate, other and eliminations categories. Prior periods have been adjusted. | |||||||||||||||||||||||
CIVEO CORPORATION
NON-GAAP RECONCILIATIONS
(in thousands)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | Twelve Months Ended September 30, | |||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | 2023 | |||||||||||||||||||||||||
| EBITDA (1) | $ | 28,043 | $ | 35,026 | $ | 79,805 | $ | 97,666 | $ | 89,187 | |||||||||||||||||||
| Adjusted EBITDA (1) | $ | 32,911 | $ | 35,026 | $ | 84,673 | $ | 97,666 | $ | 99,776 | |||||||||||||||||||
| Free Cash Flow (2) | $ | 31,721 | $ | 38,595 | $ | 42,484 | $ | 56,881 | |||||||||||||||||||||
| Net Leverage Ratio (3) | 0.9x | ||||||||||||||||||||||||||||
(1)The term EBITDA is a non-GAAP financial measure that is defined as net income (loss) attributable to Civeo Corporation plus interest, taxes, depreciation and amortization. The term Adjusted EBITDA is a non-GAAP financial measure that 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, | Twelve Months Ended September 30, | |||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | 2023 | |||||||||||||||||||||||||
| Net income (loss) attributable to Civeo Corporation | $ | 9,022 | $ | 5,717 | $ | 7,132 | $ | 16,695 | $ | (5,566) | |||||||||||||||||||
| Income tax (benefit) expense | (1,214) | 3,713 | 2,897 | 7,091 | 208 | ||||||||||||||||||||||||
| Depreciation and amortization | 16,914 | 22,608 | 59,277 | 65,818 | 80,673 | ||||||||||||||||||||||||
| Interest income | (44) | (13) | (126) | (15) | (150) | ||||||||||||||||||||||||
| Interest expense | 3,365 | 3,001 | 10,625 | 8,077 | 14,022 | ||||||||||||||||||||||||
| EBITDA | $ | 28,043 | $ | 35,026 | $ | 79,805 | $ | 97,666 | $ | 89,187 | |||||||||||||||||||
| Adjustments to EBITDA | |||||||||||||||||||||||||||||
| Impairment of long-lived assets (a) | — | — | — | — | 5,721 | ||||||||||||||||||||||||
| Demobilization expenses (b) | 4,868 | — | 4,868 | — | 4,868 | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 32,911 | $ | 35,026 | $ | 84,673 | $ | 97,666 | $ | 99,776 | |||||||||||||||||||
(a)Relates to asset impairments in the fourth quarter of 2022. In the fourth quarter of 2022, we recorded a pre-tax loss related to the impairment of long-lived assets in our Australian segment of $3.8 million and a pre-tax loss related to the impairment of long-lived assets in the U.S. of $1.9 million.
(b)In the third quarter of 2023, we recorded expenses associated with the demobilization of our McClelland Lake Lodge to prepare the assets for sale, which are included in Other income (expense) on the unaudited statements of operations.
(2)The term 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. 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.
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, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Net Cash Flows Provided by Operating Activities | $ | 36,832 | $ | 38,741 | $ | 56,593 | $ | 62,372 | |||||||||||||||
| Capital expenditures | (9,462) | (8,819) | (21,179) | (17,466) | |||||||||||||||||||
| Proceeds from dispositions of property, plant and equipment | 4,351 | 8,673 | 7,070 | 11,975 | |||||||||||||||||||
| Free Cash Flow | $ | 31,721 | $ | 38,595 | $ | 42,484 | $ | 56,881 | |||||||||||||||
(3)The term net leverage ratio is a non-GAAP financial measure that is defined as net debt divided by bank-adjusted EBITDA. Net debt, bank-adjusted EBITDA and net leverage ratio are not financial measures under GAAP and should not be considered in isolation from or as a substitute for total debt, net income (loss) or cash flow measures prepared in accordance with GAAP or as a measure of profitability or liquidity. Additionally, net debt, bank-adjusted EBITDA and net leverage ratio may not be comparable to other similarly titled measures of other companies. Civeo has included net debt, bank-adjusted EBITDA and net leverage ratio as a supplemental disclosure because its management believes that this data provides useful information regarding the level of the Company’s indebtedness and its ability to service debt. Additionally, per Civeo’s credit agreement, the Company is required to maintain a net leverage ratio below 3.0x every quarter to remain in compliance with the credit agreement.
The following table sets forth a reconciliation of net debt, bank-adjusted EBITDA and net leverage ratio to the most directly comparable measures of financial performance calculated under GAAP (in thousands) (unaudited):
| As of September 30, | ||||||||
| 2023 | ||||||||
| Total debt | $ | 103,248 | ||||||
| Less: Cash and cash equivalents | 7,817 | |||||||
| Net debt | $ | 95,431 | ||||||
Adjusted EBITDA for the twelve months ended September 30, 2023 (a) | $ | 99,776 | ||||||
| Adjustments to Adjusted EBITDA | ||||||||
| Stock-based compensation | 4,224 | |||||||
| Interest income | 150 | |||||||
| Bank-adjusted EBITDA | $ | 104,150 | ||||||
Net leverage ratio (b) | 0.9x | |||||||
(a) See footnote 1 above for reconciliation of Adjusted EBITDA to net income (loss) attributable to Civeo Corporation | ||||||||
(b) Calculated as net debt divided by bank-adjusted EBITDA | ||||||||
CIVEO CORPORATION
NON-GAAP RECONCILIATIONS - GUIDANCE
(in millions)
(unaudited)
| Year Ending December 31, 2023 | |||||||||||
| EBITDA Range (1) | $ | 120.0 | $ | 125.0 | |||||||
| Adjusted EBITDA Range (1) | $ | 95.0 | $ | 100.0 | |||||||
(1)The following table sets forth a reconciliation of estimated EBITDA and 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, 2023 | |||||||||||
| (estimated) | |||||||||||
| Net income | $ | 25.0 | $ | 29.0 | |||||||
| Income tax expense | 6.0 | 7.0 | |||||||||
| Depreciation and amortization | 76.0 | 76.0 | |||||||||
| Interest expense | 13.0 | 13.0 | |||||||||
| EBITDA | $ | 120.0 | $ | 125.0 | |||||||
| Adjustments to EBITDA | |||||||||||
| McClelland Lake Lodge transaction impact (a) | (25.0) | (25.0) | |||||||||
| Adjusted EBITDA | $ | 95.0 | $ | 100.0 | |||||||
(a) Estimated net gains associated with the sale of our McClelland Lake Lodge, which will be included in Other income (expense) on the unaudited statement of operations.
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, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Supplemental Operating Data - Canadian Segment | |||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Accommodation revenue (1) | $ | 71,417 | $ | 72,724 | $ | 208,000 | $ | 219,349 | |||||||||||||||
| Mobile facility rental revenue (2) | 17,314 | 25,283 | 54,752 | 73,359 | |||||||||||||||||||
| Food and other services revenue (3) | 6,413 | 5,002 | 17,315 | 15,276 | |||||||||||||||||||
| Total Canadian revenues | $ | 95,144 | $ | 103,009 | $ | 280,067 | $ | 307,984 | |||||||||||||||
| Costs | |||||||||||||||||||||||
| Accommodation cost | $ | 46,063 | $ | 50,308 | $ | 150,592 | $ | 156,543 | |||||||||||||||
| Mobile facility rental cost | 11,636 | 15,597 | 37,736 | 44,939 | |||||||||||||||||||
| Food and other services cost | 5,867 | 4,447 | 15,701 | 13,782 | |||||||||||||||||||
| Indirect other cost | 2,406 | 2,526 | 7,693 | 7,829 | |||||||||||||||||||
| Total Canadian cost of sales and services | $ | 65,972 | $ | 72,878 | $ | 211,722 | $ | 223,093 | |||||||||||||||
| Average daily rates (4) | $ | 98 | $ | 99 | $ | 98 | $ | 102 | |||||||||||||||
| Billed rooms (5) | 726,364 | 730,708 | 2,093,459 | 2,137,530 | |||||||||||||||||||
| Canadian dollar to U.S. dollar | $ | 0.746 | $ | 0.766 | $ | 0.743 | $ | 0.779 | |||||||||||||||
| Supplemental Operating Data - Australian Segment | |||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Accommodation revenue (1) | $ | 46,012 | $ | 38,316 | $ | 130,953 | $ | 114,967 | |||||||||||||||
| Food and other services revenue (3) | 41,873 | 35,489 | 116,465 | 90,187 | |||||||||||||||||||
| Total Australian revenues | $ | 87,885 | $ | 73,805 | $ | 247,418 | $ | 205,154 | |||||||||||||||
| Costs | |||||||||||||||||||||||
| Accommodation cost | $ | 22,404 | $ | 17,818 | $ | 63,670 | $ | 55,065 | |||||||||||||||
| Food and other services cost | 38,898 | 33,465 | 110,132 | 84,836 | |||||||||||||||||||
| Indirect other cost | 2,293 | 2,050 | 6,646 | 5,638 | |||||||||||||||||||
| Total Australian cost of sales and services | $ | 63,595 | $ | 53,333 | $ | 180,448 | $ | 145,539 | |||||||||||||||
| Average daily rates (4) | $ | 74 | $ | 73 | $ | 76 | $ | 76 | |||||||||||||||
| Billed rooms (5) | 623,436 | 525,359 | 1,734,004 | 1,505,143 | |||||||||||||||||||
| Australian dollar to U.S. dollar | $ | 0.655 | $ | 0.683 | $ | 0.669 | $ | 0.707 | |||||||||||||||
(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 assets for the periods presented.
(3)Includes revenues related to food services, 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 owned assets for the periods presented.
CONTACTS:
Carolyn J. Stone
Civeo Corporation
Senior Vice President & Chief Financial Officer
713-510-2400