8-K
Civeo Corp (CVEO)
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): February 28, 2023
____________________
Civeo Corporation
(Exact name of registrant as specified in its charter)
| British Columbia, Canada | 1-36246 | 98-1253716 | ||||
|---|---|---|---|---|---|---|
| (State or other jurisdiction<br><br>of incorporation or organization) | (Commission File<br><br>Number) | (I.R.S. Employer<br><br>Identification No.) | ||||
| 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
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):
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
|---|---|---|
| Common Shares, no par value | CVEO | New York Stock Exchange |
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 February 28, 2023, Civeo Corporation (“Civeo”) issued a press release announcing its financial condition and results of operations as of and for the quarter and year ended December 31, 2022. 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 <br>Number | Description of Document |
|---|---|
| 99.1 | Press Release dated February 28, 2023 |
| 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: February 28, 2023
CIVEO CORPORATION
By: /s/ Carolyn J. Stone ,
Name: Carolyn J. Stone
Title: Senior Vice President, Chief Financial Officer and Treasurer
Document
Civeo Reports Fourth Quarter and Full Year 2022 Results
Highlights:
•Fourth quarter revenues of $162.2 million, net loss of $13.0 million and operating cash flow of $29.4 million;
•Fourth quarter Adjusted EBITDA of $15.1 million and free cash flow of $25.8 million;
•Full year revenues of $697.1 million, net income of $2.2 million and operating cash flow of $91.8 million;
•Full year 2022 Adjusted EBITDA of $112.8 million and free cash flow of $82.6 million;
•Repurchased 40% of its outstanding Class A Series 1 preferred shares in the fourth quarter of 2022, which was the equivalent of approximately 6% of the Company’s fully diluted common shares outstanding at the time of the transaction;
•Following the aforementioned preferred share repurchase and prior to year-end 2022, the remaining balance of preferred shares was converted into common shares, which are now the only class of shares outstanding; and
•Recently announced two five-year contract awards in Australia with expected revenues of approximately A$937 million.
HOUSTON and CALGARY, February 28, 2023 (BUSINESS WIRE) -- Civeo Corporation (NYSE:CVEO) today reported financial and operating results for the fourth quarter and year ended December 31, 2022.
“Despite inflationary headwinds in 2022, Civeo reported strong results. We operated safely while achieving higher revenues and Adjusted EBITDA compared to 2021. We also generated significant free cash flow and substantially reduced our total debt balance as well as our net leverage ratio,” said Bradley J. Dodson, Civeo's President and Chief Executive Officer.
Mr. Dodson continued, "We continued to prioritize returning capital to shareholders by repurchasing the equivalent of approximately 1.5 million common shares during 2022. We allocated approximately $45 million of capital, or over 50% of the Company's 2022 free cash flow, to these repurchases. We will continue to evaluate opportunities to return capital to shareholders in 2023 as well as opportunities to deploy capital for both organic and inorganic growth.”
Mr. Dodson added, “Looking forward, we are encouraged by the recent contract awards in Australia with their significant terms and expected occupancy. In both cases, these contract renewals retained Civeo's previous work with the customer and granted us additional locations or additional room commitments, while taking share from competitors.”
Fourth Quarter 2022 Results
In the fourth quarter of 2022, Civeo generated revenues of $162.2 million and reported a net loss of $13.0 million, or $1.31 per diluted share. The loss results in part from $5.7 million in costs associated with impairments on assets in Australia and the U.S. During the fourth quarter of 2022, Civeo produced operating cash flow of $29.4 million, Adjusted EBITDA of $15.1 million and free cash flow of $25.8 million.
By comparison, in the fourth quarter of 2021, Civeo generated revenues of $159.8 million and reported net income of $9.8 million, or $0.58 per diluted share. During the fourth quarter of 2021, Civeo produced operating cash flow of $25.3 million, Adjusted EBITDA of $34.5 million and free cash flow of $26.1 million.
Overall, the decrease in Adjusted EBITDA in the fourth quarter of 2022 compared to 2021 was primarily due to (1) $8.5 million of non-operating items such as the impact of a stronger U.S. dollar relative to the Canadian and Australian dollars, increased stock-based compensation expense due to a higher stock price and larger gains on sales of assets in the fourth quarter of 2021; (2) $3.3 million of customer and insurance settlements which positively impacted the fourth quarter of 2021; (3) a $2.9 million increase in SG&A largely related to higher information
technology expenses and professional fees; and (4) approximately $4.7 million of increased operating costs largely driven by inflationary pressures, partially mitigated by increased Australia village occupancy.
Full Year 2022 Results
For the full year 2022, the Company reported revenues of $697.1 million and net income of $2.2 million, or $0.21 loss per share. Adjusted EBITDA for the full year 2022 was $112.8 million. This compared to revenues of $594.5 million and a net loss of $0.6 million, or $0.04 per share, for the full year 2021. Adjusted EBITDA was $109.1 million in 2021. Results for the full year of 2022 reflect the impact of weakened Australian and Canadian dollars relative to the U.S. dollar, which decreased revenues and Adjusted EBITDA by $38.2 million and $8.1 million, respectively.
The increase in Adjusted EBITDA in 2022 as compared to 2021 was largely driven by Canadian contract camp activity in the first half of 2022, partially offset by the weakened Australian and Canadian dollar.
Business Segment Results
(Unless otherwise noted, the following discussion compares the quarterly results for the fourth quarter of 2022 to the results for the fourth quarter of 2021.)
Canada
During the fourth quarter of 2022, the Canada segment generated revenues of $88.0 million, operating loss of $6.1 million and Adjusted EBITDA of $11.8 million, compared to revenues of $92.2 million, operating income of $6.9 million and Adjusted EBITDA of $23.1 million in the fourth quarter of 2021. Results from the fourth quarter of 2022 reflect the impact of a weakened Canadian dollar relative to the U.S. dollar, which decreased revenues and Adjusted EBITDA by $6.9 million and $1.0 million, respectively.
On a constant currency basis, the Canadian segment experienced a 3% period-over-period increase in revenues driven by a 6% year-over-year increase in billed rooms. Despite the increase in billed rooms, Adjusted EBITDA for the Canadian segment decreased year-over-year primarily due to inflationary pressures and certain non-operating items that benefited the fourth quarter of 2021. Operating loss for the fourth quarter of 2022 includes asset impairment charges of $3.8 million.
Australia
During the fourth quarter of 2022, the Australia segment generated revenues of $73.1 million, operating loss of $2.7 million and Adjusted EBITDA of $13.1 million, compared to revenues of $62.3 million, operating income of $2.2 million and Adjusted EBITDA of $13.6 million in the fourth quarter of 2021. Results from the fourth quarter of 2022 reflect the impact of a weakened Australian dollar relative to the U.S. dollar, which decreased revenues and Adjusted EBITDA by $8.0 million and $1.5 million, respectively.
On a constant currency basis, the Australian segment experienced a 30% period-over-period increase in revenues driven by increased integrated services activity and a 12% year-over- year increase in billed rooms. Adjusted EBITDA from the Australian segment increased year-over-year due to increased village occupancy and integrated services activity, partially offset by inflationary pressures throughout the business.
U.S.
The U.S. segment generated revenues of $1.1 million, operating loss of $3.7 million and negative Adjusted EBITDA of $0.4 million in the fourth quarter of 2022, compared to revenues of $5.3 million, operating loss of $3.0 million and Adjusted EBITDA of $3.3 million in the fourth quarter of 2021. The revenue and Adjusted EBITDA decrease was primarily due to a $3.8 million gain on sale of assets from the fourth quarter 2021 sale of our West Permian Lodge and the sale of the segment's offshore and wellsite businesses in the second half of 2022. Operating loss for the fourth quarter of 2022 includes asset impairment charges of $1.9 million.
Financial Condition
As of December 31, 2022, Civeo had total liquidity of approximately $104.1 million, consisting of $96.1 million available under its revolving credit facilities and $8.0 million of cash on hand.
Civeo’s total debt outstanding on December 31, 2022 was $132.0 million, a $5.8 million increase from September 30, 2022 and a $43.1 million decrease from December 31, 2021.
Civeo reported a net leverage ratio of 1.1x as of December 31, 2022.
During 2022, Civeo invested $25.4 million in capital expenditures, up from $15.6 million during 2021. This increase is primarily due to increased maintenance spending on the Company's lodges and villages.
Full Year 2023 Guidance
For the full year of 2023, Civeo expects revenues of $630.0 million to $650.0 million, EBITDA of $85.0 million to $95.0 million and capital expenditures of $25.0 million to $30.0 million.
Conference Call
Civeo will host a conference call to discuss its fourth quarter 2022 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 13736531#. 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 13736531#.
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 26 lodges and villages in Canada, Australia and the U.S., with an aggregate of approximately 28,000 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, and ability to pay down debt 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 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, inflation, global weather conditions, natural disasters, global health concerns, such as the COVID-19 pandemic, 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<br>DECEMBER 31, | TWELVE MONTHS ENDED<br>DECEMBER 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||
| Revenues | $ | 162,193 | $ | 159,794 | $ | 697,052 | $ | 594,463 |
| Costs and expenses: | ||||||||
| Cost of sales and services | 127,671 | 117,220 | 517,063 | 436,462 | ||||
| Selling, general and administrative expenses | 19,390 | 14,396 | 69,962 | 60,600 | ||||
| Depreciation and amortization expense | 21,396 | 20,173 | 87,214 | 83,101 | ||||
| Impairment expense | 5,721 | — | 5,721 | 7,935 | ||||
| Other operating expense (income) | 261 | 191 | 74 | 313 | ||||
| 174,439 | 151,980 | 680,034 | 588,411 | |||||
| Operating income (loss) | (12,246) | 7,814 | 17,018 | 6,052 | ||||
| Interest expense | (3,397) | (3,035) | (11,474) | (12,964) | ||||
| Loss on extinguishment of debt | — | — | — | (416) | ||||
| Interest income | 24 | — | 39 | 2 | ||||
| Other income | 859 | 7,133 | 5,149 | 13,199 | ||||
| Income (loss) before income taxes | (14,760) | 11,912 | 10,732 | 5,873 | ||||
| Income tax benefit (provision) | 2,689 | (1,022) | (4,402) | (3,376) | ||||
| Net income (loss) | (12,071) | 10,890 | 6,330 | 2,497 | ||||
| Less: Net income attributable to noncontrolling interest | 627 | 613 | 2,333 | 1,147 | ||||
| Net income (loss) attributable to Civeo Corporation | (12,698) | 10,277 | 3,997 | 1,350 | ||||
| Less: Dividends attributable to Class A preferred shares | 302 | 485 | 1,771 | 1,925 | ||||
| Net income (loss) attributable to Civeo Corporation common shareholders | $ | (13,000) | $ | 9,792 | $ | 2,226 | $ | (575) |
| Net income (loss) per share attributable to Civeo Corporation common shareholders: | ||||||||
| Basic | $ | (1.31) | $ | 0.59 | $ | (0.21) | $ | (0.04) |
| Diluted | $ | (1.31) | $ | 0.58 | $ | (0.21) | $ | (0.04) |
| Weighted average number of common shares outstanding: | ||||||||
| Basic | 13,835 | 14,165 | 14,002 | 14,232 | ||||
| Diluted | 13,835 | 14,289 | 14,002 | 14,232 |
CIVEO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
| December 31, 2022 | December 31, 2021 | |||
|---|---|---|---|---|
| (UNAUDITED) | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 7,954 | $ | 6,282 |
| Accounts receivable, net | 119,755 | 114,859 | ||
| Inventories | 6,907 | 6,468 | ||
| Assets held for sale | 8,653 | 11,762 | ||
| Prepaid expenses and other current assets | 10,280 | 17,822 | ||
| Total current assets | 153,549 | 157,193 | ||
| Property, plant and equipment, net | 301,890 | 389,996 | ||
| Goodwill, net | 7,672 | 8,204 | ||
| Other intangible assets, net | 81,747 | 93,642 | ||
| Operating lease right-of-use assets | 15,722 | 18,327 | ||
| Other noncurrent assets | 5,604 | 5,372 | ||
| Total assets | $ | 566,184 | $ | 672,734 |
| Current liabilities: | ||||
| Accounts payable | $ | 51,087 | $ | 49,321 |
| Accrued liabilities | 39,211 | 33,564 | ||
| Income taxes | 178 | 171 | ||
| Current portion of long-term debt | 28,448 | 30,576 | ||
| Deferred revenue | 991 | 18,479 | ||
| Other current liabilities | 8,342 | 4,807 | ||
| Total current liabilities | 128,257 | 136,918 | ||
| Long-term debt | 102,505 | 142,602 | ||
| Deferred income taxes | 4,778 | 896 | ||
| Operating lease liabilities | 12,771 | 15,429 | ||
| Other noncurrent liabilities | 14,172 | 13,778 | ||
| Total liabilities | 262,483 | 309,623 | ||
| Shareholders' equity: | ||||
| Preferred shares | — | 61,941 | ||
| Common shares | — | — | ||
| Additional paid-in capital | 1,624,512 | 1,582,442 | ||
| Accumulated deficit | (930,123) | (912,951) | ||
| Treasury stock | (9,063) | (8,050) | ||
| Accumulated other comprehensive loss | (385,187) | (361,883) | ||
| Total Civeo Corporation shareholders' equity | 300,139 | 361,499 | ||
| Noncontrolling interest | 3,562 | 1,612 | ||
| Total shareholders' equity | 303,701 | 363,111 | ||
| Total liabilities and shareholders' equity | $ | 566,184 | $ | 672,734 |
CIVEO CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| TWELVE MONTHS ENDED<br>DECEMBER 31, | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Cash flows from operating activities: | ||||
| Net income | $ | 6,330 | $ | 2,497 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Depreciation and amortization | 87,214 | 83,101 | ||
| Impairment charges | 5,721 | 7,935 | ||
| Loss on extinguishment of debt | — | 416 | ||
| Deferred income tax expense | 4,177 | 3,070 | ||
| Non-cash compensation charge | 3,787 | 4,127 | ||
| Gain on disposals of assets | (4,917) | (6,188) | ||
| Provision for loss on receivables, net of recoveries | 162 | 141 | ||
| Other, net | 3,223 | 2,200 | ||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable | (14,447) | (28,131) | ||
| Inventories | (1,845) | (526) | ||
| Accounts payable and accrued liabilities | 12,323 | 15,435 | ||
| Taxes payable | 5 | (28) | ||
| Other current assets and liabilities, net | (9,960) | 4,485 | ||
| Net cash flows provided by operating activities | 91,773 | 88,534 | ||
| Cash flows from investing activities: | ||||
| Capital expenditures | (25,421) | (15,571) | ||
| Proceeds from disposition of property, plant and equipment | 16,286 | 14,306 | ||
| Other, net | 190 | 559 | ||
| Net cash flows used in investing activities | (8,945) | (706) | ||
| Cash flows from financing activities: | ||||
| Term loan repayments | (30,442) | (125,483) | ||
| Revolving credit borrowings (repayments), net | (3,374) | 49,157 | ||
| Debt issuance costs | — | (4,412) | ||
| Repurchases of common shares | (14,209) | (4,649) | ||
| Repurchases of preferred shares | (30,553) | — | ||
| Other, net | (1,078) | (1,120) | ||
| Net cash flows used in financing activities | (79,656) | (86,507) | ||
| Effect of exchange rate changes on cash | (1,500) | (1,194) | ||
| Net change in cash and cash equivalents | 1,672 | 127 | ||
| Cash and cash equivalents, beginning of period | 6,282 | 6,155 | ||
| Cash and cash equivalents, end of period | $ | 7,954 | $ | 6,282 |
CIVEO CORPORATION
SEGMENT DATA
(in thousands)
(unaudited)
| THREE MONTHS ENDED<br>DECEMBER 31, | TWELVE MONTHS ENDED<br>DECEMBER 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||
| Revenues | ||||||||
| Canada | $ | 88,013 | $ | 92,155 | $ | 395,997 | $ | 321,378 |
| Australia | 73,098 | 62,300 | 278,252 | 251,074 | ||||
| United States | 1,082 | 5,339 | 22,803 | 22,011 | ||||
| Total revenues | $ | 162,193 | $ | 159,794 | $ | 697,052 | $ | 594,463 |
| EBITDA (1) | ||||||||
| Canada | $ | 11,803 | $ | 23,125 | $ | 83,248 | $ | 76,326 |
| Australia | 9,286 | 13,570 | 57,118 | 48,727 | ||||
| United States | (2,351) | 3,283 | (1,957) | 1,815 | ||||
| Corporate and eliminations | (9,356) | (5,471) | (31,361) | (25,663) | ||||
| Total EBITDA | $ | 9,382 | $ | 34,507 | $ | 107,048 | $ | 101,205 |
| Adjusted EBITDA (1) | ||||||||
| Canada | $ | 11,803 | $ | 23,125 | $ | 83,248 | $ | 76,326 |
| Australia | 13,094 | 13,570 | 60,926 | 56,662 | ||||
| United States | (438) | 3,283 | (44) | 1,815 | ||||
| Corporate and eliminations | (9,356) | (5,471) | (31,361) | (25,663) | ||||
| Total adjusted EBITDA | $ | 15,103 | $ | 34,507 | $ | 112,769 | $ | 109,140 |
| Operating income (loss) | ||||||||
| Canada | $ | (6,058) | $ | 6,892 | $ | 17,023 | $ | 12,816 |
| Australia | (2,715) | 2,230 | 14,731 | 7,303 | ||||
| United States | (3,736) | (3,038) | (8,330) | (8,869) | ||||
| Corporate and eliminations | 263 | 1,730 | (6,406) | (5,198) | ||||
| Total operating income (loss) | $ | (12,246) | $ | 7,814 | $ | 17,018 | $ | 6,052 |
| (1) Please see Non-GAAP Reconciliation Schedule. |
CIVEO CORPORATION
NON-GAAP RECONCILIATIONS
(in thousands)
(unaudited)
| THREE MONTHS ENDED<br>DECEMBER 31, | TWELVE MONTHS ENDED<br>DECEMBER 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||
| EBITDA (1) | $ | 9,382 | $ | 34,507 | $ | 107,048 | $ | 101,205 |
| Adjusted EBITDA (1) | $ | 15,103 | $ | 34,507 | $ | 112,769 | $ | 109,140 |
| Free Cash Flow (2) | $ | 25,757 | $ | 26,128 | $ | 82,638 | $ | 87,269 |
| Net Leverage Ratio (3) | 1.1x |
(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<br>DECEMBER 31, | TWELVE MONTHS ENDED<br>DECEMBER 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||
| Net income (loss) attributable to Civeo Corporation | $ | (12,698) | $ | 10,277 | $ | 3,997 | $ | 1,350 |
| Income tax provision (benefit) | (2,689) | 1,022 | 4,402 | 3,376 | ||||
| Depreciation and amortization | 21,396 | 20,173 | 87,214 | 83,101 | ||||
| Interest income | (24) | — | (39) | (2) | ||||
| Loss on extinguishment of debt | — | — | — | 416 | ||||
| Interest expense | 3,397 | 3,035 | 11,474 | 12,964 | ||||
| EBITDA | $ | 9,382 | $ | 34,507 | $ | 107,048 | $ | 101,205 |
| Adjustments to EBITDA | ||||||||
| Impairment of long-lived assets (a) | 5,721 | — | 5,721 | 7,935 | ||||
| Adjusted EBITDA | $ | 15,103 | $ | 34,507 | $ | 112,769 | $ | 109,140 |
(a)Relates to asset impairments in the fourth quarter of 2022 and the second quarter of 2021. 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 our U.S. segment of $1.9 million, which is included in Impairment expense on the unaudited statements of operations.
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.
(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. 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<br>DECEMBER 31, | TWELVE MONTHS ENDED<br>DECEMBER 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||
| Net Cash Flows Provided by Operating Activities | $ | 29,401 | $ | 25,293 | $ | 91,773 | $ | 88,534 |
| Capital expenditures | (7,955) | (5,926) | (25,421) | (15,571) | ||||
| Proceeds from disposition of property, plant and equipment | 4,311 | 6,761 | 16,286 | 14,306 | ||||
| Free Cash Flow | $ | 25,757 | $ | 26,128 | $ | 82,638 | $ | 87,269 |
(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 DECEMBER 31, | ||
|---|---|---|
| 2022 | ||
| Total debt | $ | 132,037 |
| Less: Cash and cash equivalents | 7,954 | |
| Net debt | $ | 124,083 |
| Adjusted EBITDA for the twelve months ended December 31, 2022 (a) | $ | 112,769 |
| Adjustments to Adjusted EBITDA | ||
| Stock-based compensation | 3,787 | |
| Interest income | 39 | |
| Bank-adjusted EBITDA | $ | 116,595 |
| Net leverage ratio (b) | 1.1x | |
| (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 <br>DECEMBER 31, 2023 | |||||
|---|---|---|---|---|---|
| EBITDA Range (1) | $ | 85.0 | $ | 95.0 |
(1)The following table sets forth a reconciliation of estimated 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 <br>DECEMBER 31, 2023 | |||||
|---|---|---|---|---|---|
| (estimated) | |||||
| Net loss | $ | (19.5) | $ | (9.5) | |
| Income tax provision | 12.5 | 12.5 | |||
| Depreciation and amortization | 80.0 | 80.0 | |||
| Interest expense | 12.0 | 12.0 | |||
| EBITDA | $ | 85.0 | $ | 95.0 |
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<br>DECEMBER 31, | TWELVE MONTHS ENDED<br>DECEMBER 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||
| Supplemental Operating Data - Canadian Segment | ||||||||
| Revenues | ||||||||
| Accommodation revenue (1) | $ | 60,106 | $ | 62,726 | $ | 279,455 | $ | 239,526 |
| Mobile facility rental revenue (2) | 23,041 | 24,616 | 96,400 | 62,856 | ||||
| Food and other services revenue (3) | 4,866 | 4,813 | 20,142 | 18,996 | ||||
| Total Canadian revenues | $ | 88,013 | $ | 92,155 | $ | 395,997 | $ | 321,378 |
| Costs | ||||||||
| Accommodation cost | $ | 48,049 | $ | 45,273 | $ | 204,592 | $ | 170,071 |
| Mobile facility rental cost | 15,116 | 15,009 | 60,055 | 38,571 | ||||
| Food and other services cost | 4,590 | 4,167 | 18,372 | 16,750 | ||||
| Indirect other cost | 2,728 | 2,529 | 10,557 | 10,027 | ||||
| Total Canadian cost of sales and services | $ | 70,483 | $ | 66,978 | $ | 293,576 | $ | 235,419 |
| Average daily rates (4) | $ | 93 | $ | 106 | $ | 100 | $ | 99 |
| Billed rooms (5) | 621,991 | 588,473 | 2,759,521 | 2,404,880 | ||||
| Canadian dollar to U.S. dollar | $ | 0.736 | $ | 0.794 | $ | 0.769 | $ | 0.798 |
| Supplemental Operating Data - Australian Segment | ||||||||
| Accommodation revenue (1) | $ | 37,747 | $ | 35,776 | $ | 152,714 | $ | 145,335 |
| Food and other services revenue (3) | 35,351 | 26,524 | 125,538 | 105,739 | ||||
| Total Australian revenues | $ | 73,098 | $ | 62,300 | $ | 278,252 | $ | 251,074 |
| Costs | ||||||||
| Accommodation cost | $ | 18,260 | $ | 18,012 | $ | 73,325 | $ | 71,550 |
| Food and other services cost | 35,121 | 25,011 | 119,957 | 100,469 | ||||
| Indirect other cost | 2,024 | 1,947 | 7,662 | 7,123 | ||||
| Total Australian cost of sales and services | $ | 55,405 | $ | 44,970 | $ | 200,944 | $ | 179,142 |
| Average daily rates (4) | $ | 73 | $ | 77 | $ | 75 | $ | 79 |
| Billed rooms (5) | 518,925 | 464,700 | 2,024,068 | 1,846,882 | ||||
| Australian dollar to U.S. dollar | $ | 0.657 | $ | 0.729 | $ | 0.695 | $ | 0.752 |
(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 Civeo owned Canadian lodges and Australian villages for the periods presented.
CONTACT:
Carolyn J. Stone
Civeo Corporation
Senior Vice President & Chief Financial Officer
713-510-2400