Form 8-K Filing

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): November 5, 2014

Civeo Corporation
(Exact Name of Registrant as Specified in Charter)

Delaware   1-36246   46-3831207
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (I.R.S. Employer Identification Number)

Three Allen Center
333 Clay Street, Suite 4980
Houston, Texas 77002

(Address and zip code of principal executive offices)

Registrant's telephone number, including area code: (713) 510-2400


________________________________________________________________________________
(Former name or former address, if changed since last report)


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:

  [   ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  [   ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  [   ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  [   ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02. Results of Operations and Financial Condition.

On November 5, 2014, Civeo Corporation (the "Company") issued a press release announcing its financial condition and results of operations for the quarter ended September 30, 2014. 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, and shall not be incorporated by reference into any filings made by Civeo Corporation 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


Press Release dated November 5, 2014


SIGNATURE

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.

Date: November 6, 2014 Civeo Corporation

 By:   /s/ FRANK C. STEININGER
Frank C. Steininger
Senior Vice President, Chief Financial
Officer and Treasurer

Index to Exhibits

Exhibit
Number


Description of Document


99.1


Press Release dated November 5, 2014

Civeo Announces Third Quarter 2014 Earnings

EXHIBIT 99.1

Civeo Announces Third Quarter 2014 Earnings

HOUSTON, Nov. 5, 2014 (GLOBE NEWSWIRE) -- Civeo Corporation (NYSE:CVEO) reported net income for the quarter ended September 30, 2014 of $32.4 million, or $0.30 per diluted share. These results compare to net income of $39.6 million, or $0.37 per diluted share, for the third quarter of 2013.

The Company generated revenues of $243.3 million and Adjusted EBITDA of $92.5 million during the third quarter of 2014 (EBITDA is defined as net income plus interest, taxes, depreciation and amortization and Adjusted EBITDA is defined as EBITDA adjusted to exclude impairment charges and certain other costs such as those incurred associated with the spin-off). These results compare to revenues of $245.1 million and Adjusted EBITDA of $98.3 million reported in the third quarter of 2013. Revenues and Adjusted EBITDA were down year-over-year primarily due to the unfavorable impact on consolidated results of a stronger U.S. dollar compared to the Canadian dollar, resulting in a year-over-year decline of 5%, lower occupancy levels in both the Australian villages and Canadian lodges and lower average daily rates at the Canadian lodges.

The Company's President and Chief Executive Officer, Bradley J. Dodson, stated, "Civeo generated better than expected results for the third quarter of 2014. Occupancy and margins for our Canadian operations were better than expected coupled with increased contributions from the McClelland Lake Lodge. Our operations in Australia performed better than expected due to higher occupancy and margins coupled with cost containment efforts. The U.S. operations were as expected. As previously discussed, we continue to expect lower earnings in the fourth quarter as activity in the Canadian oil sands' region softens coupled with holiday downtime. We are maintaining our initial fourth quarter guidance of $200 million to $210 million of revenues with EBITDA margins of 32% to 34%. We continue to monitor lower oil and metallurgical coal prices and their potential impact on customer spending announcements as we look for clarity around 2015 activity levels."

Mr. Dodson continued, "At the end of the quarter, we were pleased to complete our thorough analysis of our structural alternatives and have begun our efforts to redomicile to Canada. Moving the company to Canada will provide operational and financial efficiencies as well as an optimal tax position. We expect to complete the migration to Canada in the second or third quarter of 2015."

For the first nine months of 2014, the Company reported revenues of $723.2 million, Adjusted EBITDA of $262.0 million and net income of $82.6 million, or $0.77 per diluted share, which included a $0.12 per diluted share after-tax loss from transition costs, debt extinguishment costs and an impairment incurred in connection with the spin-off from Oil States, a $0.03 per diluted share after-tax loss from severance costs associated with the termination of an executive, and a $0.02 per diluted share after-tax loss from the impairment of assets, and for which the return or reimbursement is unlikely. For the first nine months of 2013, the Company reported revenues of $782.6 million, Adjusted EBITDA of $319.1 million and net income of $136.4 million, or $1.28 per diluted share, which included a pre-tax gain of $4.0 million, or $0.03 per diluted share after-tax related to the reversal of an estimated earnout liability associated with an acquisition, offset by a $0.01 per diluted share after-tax loss from debt extinguishment costs.

BUSINESS SEGMENT RESULTS

(Unless otherwise noted, the following discussion compares the quarterly results for the third quarter of 2014 to the results for the third quarter of 2013.)

Canada

The Canadian segment generated revenues of $174.1 million and EBITDA of $67.1 million for the third quarter of 2014 compared to revenues and EBITDA of $167.2 million and $65.0 million, respectively, in the third quarter of 2013. Our third quarter 2014 results were negatively impacted by a weaker Canadian dollar relative to the U.S. dollar which reduced revenues by $8.5 million and EBITDA by $3.3 million. Excluding the year-over-year impact of exchange rates, revenues would have increased $15.4 million and EBITDA would have increased $5.4 million. On a constant currency basis, the revenues increased due to $4.0 million in product revenue associated with the completion of a wastewater treatment plant, revenue associated with a pipeline related contract camp and the opening of our McClelland Lake facility. These items were partially offset by lower contracted rates and reduced occupancy at our lodges. EBITDA increased due to these items, as well as from lower selling, general and administrative expenses. SG&A expenses were lower year-over-year due to a $2.0 million refund of surplus medical premiums from our Canadian medical benefits provider based on lower experience ratings coupled with lower compensation expenses. RevPAR decreased 13% year-over-year to $112 in the third quarter of 2014, compared to $128 in the third quarter of 2013. The RevPAR decrease was attributable to declining foreign exchange rates and lower average daily rates.

Australia

The Australian segment generated revenues of $54.0 million and Adjusted EBITDA of $27.1 million for the third quarter of 2014 compared to revenues and EBITDA of $59.7 million and $33.4 million, respectively, in the third quarter of 2013. The revenue and EBITDA declines were primarily due to lower occupancy resulting from reduced customer commitments and lower overall customer activity and spending in the Bowen Basin, partially offset by contributions from the Boggabri Village which opened late in the third quarter of 2013. RevPAR decreased 11% year-over-year to $63 in the third quarter of 2014, compared to $71 in the third quarter of 2013. The RevPAR decrease was attributable to lower occupancy levels for the Australian villages.

U.S.

The U.S. segment generated revenues of $15.2 million and Adjusted EBITDA of $4.0 million for the third quarter of 2014 compared to revenues and EBITDA of $18.2 million and $2.1 million, respectively, in the third quarter of 2013. Despite lower revenue due to lower offshore fabrication sales, EBITDA from the U.S. segment was higher due to lower selling, general and administrative expense in 2014 compared to 2013 largely resulting from a recovery of previously reserved receivables.

INCOME TAXES

The Company recognized income tax expense of $9.0 million, which resulted in an effective tax rate of 21.6%, in the third quarter of 2014 compared to income tax expense of $11.4 million, and an effective tax rate of 22.2%, in the third quarter of 2013.

FINANCIAL CONDITION

The Company invested $66.6 million in capital expenditures during the third quarter of 2014. Spending primarily related to the ongoing expansion of the Canadian accommodations business, specifically the construction of the McClelland Lake Lodge. The Company currently expects to spend approximately $280 to $300 million in capital expenditures for the full year of 2014.

As of the end of the third quarter, the Company had total liquidity of approximately $885.2 million, comprised of $643.4 million available under its credit facilities and $241.8 million of cash on hand.

The Company announced today that its board of directors has declared a quarterly cash dividend of $0.13 per share of common stock, payable on December 2, 2014 to shareholders of record as of 5:00 p.m., New York City time, on November 17, 2014.

ABOUT CIVEO

Civeo Corporation is a leading provider of workforce accommodations with prominent market positions in the Canadian oil sands and the Australian natural resource regions. Civeo offers comprehensive solutions for housing hundreds or thousands of workers with its long-term and temporary accommodations and provides catering, facility management, water systems and logistics services. Civeo currently owns a total of eighteen lodges and villages in operation in Canada and Australia, with an aggregate of more than 22,000 rooms. Civeo is publicly traded under the symbol "CVEO" on the NYSE. For more information, please visit Civeo's website at http://www.civeo.com.

FORWARD LOOKING STATEMENTS

The foregoing 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 included herein are based on then current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Such risks and uncertainties include, among other things, risks associated with the Company's announced emphasis on yield as the core component of the company's value proposition and the specifics and timing of the contemplated new dividend policy, payout ratio and extent of return of capital to shareholders, risks associated with the general nature of the accommodations industry, risks associated with the execution of the redomiciling, including, among other things, risks associated with obtaining any required shareholder approval and changes in tax laws or their interpretations, risks and uncertainties associated with the terms of the arrangements entered into by the Company with JANA Partners LLC and the announcement thereof, including with respect to expanding our Board and adding three new directors to our Board, the implications, results and timing of any review by the Value Creation Committee and ultimate Board decisions regarding such review, the ability to realize the anticipated benefits of these arrangements, the impact thereof on the Company's relationships, including with employees, customers, competitors and investors, and other factors discussed in the "Business" and "Risk Factors" sections of the amended Form 10 filed by Civeo with the SEC on May 8, 2014 and within the Company's subsequent SEC filings.

CIVEO CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Amounts)
         
         
  THREE MONTHS ENDED
SEPTEMBER 30,
NINE MONTHS ENDED
SEPTEMBER 30,
  2014 2013 2014 2013
         
Revenues  $ 243,265  $ 245,099  $ 723,197  $ 782,627
         
Costs and expenses:        
Cost of sales and services  137,101  132,126  413,916  415,168
Selling, general and administrative expenses  13,216  17,212  51,069  50,377
Spin-off and formation costs  1,028  --   3,497  -- 
Depreciation and amortization expense  45,758  42,011  127,770  124,510
Impairment expense  --   --   11,610  -- 
Other operating expense (income)  165  366  252  (3,205)
   197,268  191,715  608,114  586,850
Operating income  45,997  53,384  115,083  195,777
         
Interest expense to affiliates  --   (4,563)  (6,980)  (13,857)
Interest expense to third-parties, net of capitalized interest  (5,335)  (992)  (8,445)  (4,962)
Loss on extinguishment of debt  --   --   (3,455)  (1,207)
Interest income  1,048  347  2,841  1,248
Other income  64  3,236  1,011  3,838
Income before income taxes  41,774  51,412  100,055  180,837
Income tax provision  (9,011)  (11,418)  (16,411)  (43,350)
Net income  32,763  39,994  83,644  137,487
Less: Net income attributable to noncontrolling interest  360  353  1,053  1,064
Net income attributable to Civeo Corporation  $ 32,403  $ 39,641  $ 82,591  $ 136,423
         
         
Net income per share attributable to Civeo Corporation common stockholders:    
Basic  $ 0.30  $ 0.37  $ 0.77  $ 1.28
Diluted  $ 0.30  $ 0.37  $ 0.77  $ 1.28
         
         
Weighted average number of common shares outstanding (1):      
Basic  106,311  106,293  106,300  106,293
Diluted  106,495  106,460  106,474  106,460
         
         
Dividends per common share  $ 0.13  $ --   $ 0.13  $ -- 
         
         
(1) On May 30, 2014, 106,538 thousand shares of our common stock were distributed to Oil States stockholders in connection with the Spin-Off. For comparative purposes, and to provide a more meaningful calculation of weighted-average shares outstanding, we have assumed this amount to be outstanding as of the beginning of each period prior to the separation presented in the calculation of weighted-average shares. In addition, we have assumed the dilutive securities outstanding at May 30, 2014 were also outstanding for each of the periods prior to the Spin-Off presented.
 
 
CIVEO CORPORATION
UNAUDITED CONSOLIDATED BALANCE SHEETS
(in thousands)
     
  SEPTEMBER 30,
 2014
DECEMBER 31,
2013
  (UNAUDITED)  
Current assets:    
Cash and cash equivalents  $ 241,814  $ 224,128
Accounts receivable, net  203,331  177,845
Inventories  14,896  29,815
Prepaid expenses and other current assets  29,313  7,956
Total current assets  489,354  439,744
     
Property, plant and equipment, net  1,364,918  1,325,867
Goodwill, net  255,283  261,056
Other intangible assets, net  59,589  75,675
Other noncurrent assets  18,975  20,895
Total assets  $ 2,188,119  $ 2,123,237
     
Current liabilities:    
Accounts payable  $ 50,272  $ 45,376
Accrued liabilities  22,884  26,874
Income taxes  24  2,761
Current portion of long-term debt  9,687  -- 
Deferred revenue  24,150  19,571
Other current liabilities  2,389  2,470
Total current liabilities  109,406  97,052
     
Long-term debt to affiliates  --   335,171
Long-term debt to third-parties  765,313  -- 
Deferred income taxes  63,753  79,739
Other noncurrent liabilities  25,248  18,530
Total liabilities  963,720  530,492
     
Stockholders' equity / Net investment:    
Common stock  1,067  -- 
Additional paid-in capital  1,312,823  -- 
Retained earnings  27,017  -- 
Oil States International, Inc. net investment  --   1,651,013
Accumulated other comprehensive loss  (118,692)  (59,979)
Total Civeo Corporation stockholders' equity / Oil States International, Inc. net investment  1,222,215  1,591,034
Noncontrolling interest  2,184  1,711
Total stockholders' equity / net investment  1,224,399  1,592,745
Total liabilities and stockholders' equity / net investment  $ 2,188,119  $ 2,123,237
     
 
CIVEO CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
     
  NINE MONTHS ENDED
SEPTEMBER 30,
  2014 2013
     
Cash flows from operating activities:    
Net income  $ 83,644  $ 137,487
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization  127,770  124,510
Impairment charges  11,610  -- 
Loss on extinguishment of debt  3,455  1,207
Deferred income tax provision (benefit)  (1,989)  11,388
Non-cash compensation charge  5,892  4,857
Gains on disposals of assets  (776)  (2,574)
Provision for loss on receivables  (1,196)  1,081
Fair value adjustment of contingent consideration  --   (4,014)
Other, net  2,687  112
Changes in operating assets and liabilities:    
Accounts receivable  (32,119)  17,459
Inventories  13,897  (5,036)
Accounts payable and accrued liabilities  10,957  (14,609)
Taxes payable  (17,340)  (20,583)
Other current assets and liabilities, net  1,773  12,560
Net cash flows provided by operating activities  208,265  263,845
     
Cash flows from investing activities:    
Capital expenditures, including capitalized interest  (208,297)  (234,794)
Proceeds from disposition of property, plant and equipment  1,607  6,413
Net cash flows used in investing activities  (206,690)  (228,381)
     
Cash flows from financing activities:    
Revolving credit borrowings and (repayments), net  --   (47,901)
Term loan borrowings, net of issuance costs  775,000  -- 
Debt issuance costs  (9,460)  -- 
Term loan repayments  --   (82,762)
Dividends paid  (13,893)  -- 
Distributions to Oil States  (750,000)  -- 
Contributions from Oil States  28,257  103,628
Net cash flows provided by (used in) financing activities  29,904  (27,035)
     
Effect of exchange rate changes on cash  (13,793)  (12,664)
     
Net change in cash and cash equivalents  17,686  (4,235)
     
Cash and cash equivalents, beginning of period  224,128  161,396
     
Cash and cash equivalents, end of period  $ 241,814  $ 157,161
     
 
CIVEO CORPORATION
SEGMENT DATA
(in thousands)
(unaudited)
         
  THREE MONTHS ENDED
SEPTEMBER 30,
NINE MONTHS ENDED
SEPTEMBER 30,
  2014 2013 2014 2013
Revenues        
Canada  $ 174,111  $ 167,207  $ 510,914  $ 535,810
Australia  54,000  59,738  163,847  191,510
United States  15,154  18,154  48,436  55,307
Total revenues  $ 243,265  $ 245,099  $ 723,197  $ 782,627
         
EBITDA (1)        
Canada  $ 67,100  $ 64,965  $ 175,704  $ 211,717
Australia  27,042  33,374  74,268  104,460
United States  3,890  2,142  8,067  13,133
Corporate and eliminations  (6,573)  (2,203)  (15,228)  (6,249)
Total EBITDA  $ 91,459  $ 98,278  $ 242,811  $ 323,061
         
Adjusted EBITDA (1)        
Canada  $ 67,104  $ 64,965  $ 179,830  $ 211,717
Australia  27,073  33,374  83,531  104,460
United States  3,959  2,142  10,850  9,128
Corporate and eliminations  (5,649)  (2,203)  (12,176)  (6,249)
Total adjusted EBITDA  $ 92,487  $ 98,278  $ 262,035  $ 319,056
         
Operating income (loss)        
Canada  $ 43,277  $ 39,553  $ 110,743  $ 145,827
Australia  10,520  17,591  26,158  54,684
United States  (1,236)  (1,596)  (6,664)  1,407
Corporate and eliminations  (6,564)  (2,164)  (15,154)  (6,141)
Total operating income (loss)  $ 45,997  $ 53,384  $ 115,083  $ 195,777
         
         
(1) The term EBITDA is defined as net income plus interest, taxes, depreciation and amortization. The term Adjusted EBITDA is defined as EBITDA adjusted to exclude impairment charges and certain other costs such as those incurred associated with the Spin-Off. 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. The Company has included EBITDA and Adjusted EBITDA as supplemental disclosures because its management believes that EBITDA and Adjusted EBITDA provides useful information regarding our ability to service debt and to fund capital expenditures and provides investors a helpful measure for comparing its operating performance with the performance of other companies that have different financing and capital structures or tax rates. The Company 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, 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,
  2014 2013 2014 2013
         
Net income  $ 32,403  $ 39,641  $ 82,591  $ 136,423
Income tax provision  9,011  11,418  16,411  43,350
Depreciation and amortization  45,758  42,011  127,770  124,510
Interest income  (1,048)  (347)  (2,841)  (1,248)
Interest expense  5,335  5,555  18,880  20,026
EBITDA  $ 91,459  $ 98,278  $ 242,811  $ 323,061
Adjustments to EBITDA        
Impairment of intangible asset (a)      8,989  
Impairment of fixed assets (b)      2,621  
Severance costs (c)      4,117  
Transition costs (d)  1,028    3,497  
Reversal of earnout liability (e)        (4,005)
Adjusted EBITDA  $ 92,487  $ 98,278  $ 262,035  $ 319,056
         
(a) Relates to the impairment of an intangible asset in Australia. Due to the Spin-Off, and the resulting rebranding of the Company's Australian operations from The Mac to Civeo Australia, it was determined that the fair value of an intangible asset associated with The Mac brand was zero. The $9.0 million impairment ($6.3 million after-tax, or $0.06 per diluted share), which is related to our Australia segment, is included in Impairment expense on the unaudited statements of income.
         
(b) Relates to the impairment of certain fixed assets which are not in our custody, and for which return has been determined to be uncertain. The $2.6 million impairment ($2.2 million after-tax, or $0.02 per diluted share), which is related to our U.S. segment, is included in Impairment expense on the unaudited statements of income.
         
(c) Relates to severance costs associated with the termination of an executive. The $4.1 million expense ($3.4 million after-tax, or $0.03 per diluted share), which is related to our Canadian segment, is included in Selling, general and administrative expenses on the unaudited statements of income.
         
(d) Relates to transition costs incurred associated with becoming a stand-alone company. The $1.0 million and $3.5 million in costs ($0.8 million and $2.9 million after-tax, or $0.01 and $0.03 per diluted share, respectively), which are primarily corporate in nature, are included in Spin-off and formation costs on the unaudited statements of income.
         
(e) Relates to the reversal of an estimated earnout liability associated with a prior acquisition. The $4 million in income ($3.0 million after-tax, or $0.03 per diluted share), which is related to our U.S. segment is included in Other operating expense on the unaudited statements of income.
         
 
CIVEO CORPORATION
SUPPLEMENTAL QUARTERLY SEGMENT AND OPERATING DATA
(unaudited)
         
  THREE MONTHS ENDED
SEPTEMBER 30,
NINE MONTHS ENDED
SEPTEMBER 30,
  2014 2013 2014 2013
         
Supplemental Operating Data - Canadian Segment        
Revenues ($ in thousands)        
Lodge revenues (1)  $ 134,600  $ 139,357  $ 379,700  $ 417,162
Mobile, open camp and product revenues  39,511  27,850  131,214  118,648
Total Canadian revenues  $ 174,111  $ 167,207  $ 510,914  $ 535,810
         
Average available lodge rooms (2)  13,067  11,799  12,404  11,515
         
RevPAR for lodges (3)  $ 112  $ 128  $ 112  $ 133
         
Occupancy in lodges (4) 84% 92% 86% 91%
         
Canadian dollar to U.S. dollar  $ 0.918  $ 0.963  $ 0.914  $ 0.977
         
         
Supplemental Operating Data - Australian Segment        
Revenues ($ in thousands)        
Village revenues (1)  $ 54,000  $ 59,738  $ 163,847  $ 191,510
         
Average available village rooms (2)  9,269  9,116  9,263  8,818
         
RevPAR for villages (3)  $ 63  $ 71  $ 65  $ 80
         
Occupancy in villages (4) 65% 80% 69% 83%
         
Australian dollar to U.S. dollar  $ 0.924  $ 0.917  $ 0.918  $ 0.982
         
         
(1)  Includes revenue related to rooms as well as the fees associated with catering, laundry and other services including facilities management.
         
(2)  Average available rooms include rooms that are utilized for our personnel.
         
(3)  RevPAR, or revenue per available room, is defined as lodge revenue divided by the product of (a) average available rooms and (b) days in the period. An available room is defined as a calendar day during which the room is available for occupancy.
         
(4)  Occupancy represents total billed days divided by rentable days. Rentable days excludes staff rooms and out of service rooms.
         
CONTACT: Company Contact:
         Frank C. Steininger
         Civeo Corporation
         Senior Vice President and Chief Financial Officer
         713-510-2400