
			Page No.
Part I -- FINANCIAL INFORMATION

Item 1. Financial Statements:

Consolidated Financial Statements
Unaudited Consolidated Statements of Operations for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022			4
Unaudited Consolidated Statements of Comprehensive Income (Loss) for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022			5
Consolidated Balance Sheets – as of ~~September~~June 30, ~~2022~~2023 (unaudited) and December 31, ~~2021~~2022			6
Unaudited Consolidated Statements of Changes in Shareholders’ Equity for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022			7
Unaudited Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022			8
Notes to Unaudited Consolidated Financial Statements			9

Cautionary Statement Regarding Forward-Looking Statements			2019

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2019

Item 3. Quantitative and Qualitative Disclosures About Market Risk			3734

Item 4. Controls and Procedures			3734


Part II -- OTHER INFORMATION

Item 1. Legal Proceedings			3835

Item 1A. Risk Factors			3835

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			3835

Item 5. Other Information			35

Item 6. Exhibits			3936

(a) Index of Exhibits			3936

Signature Page			4037


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Revenues:	Revenues:									Revenues:
Service and other	Service and other	$	177,504	$	150,081	$	514,328	$	419,861	Service and other	$	178,532	$	177,254	$	345,909	$	336,824
Rental	Rental	5,785		4,581		18,080		12,185		Rental	13		7,035		34		12,295
Product	Product	938		401		2,451		2,623		Product	298		665		491		1,513
		184,227		155,063		534,859		434,669			178,843		184,954		346,434		350,632
Costs and expenses:	Costs and expenses:									Costs and expenses:
Service and other costs	Service and other costs	127,955		107,287		373,123		307,198		Service and other costs	131,333		124,318		264,725		245,168
Rental costs	Rental costs	5,024		3,892		14,830		10,523		Rental costs	10		5,414		45		9,806
Product costs	Product costs	517		251		1,439		1,521		Product costs	82		321		169		922
Selling, general and administrative expenses	Selling, general and administrative expenses	17,677		17,320		50,572		46,204		Selling, general and administrative expenses	16,459		17,682		32,649		32,895
Depreciation and amortization expense	Depreciation and amortization expense	22,608		20,282		65,818		62,928		Depreciation and amortization expense	20,701		23,083		42,363		43,210
Impairment expense		—		—		—		7,935
Other operating (income) expense		(339)		21		(187)		122
		173,442		149,053		505,595		436,431
Operating income (loss)		10,785		6,010		29,264		(1,762)
Other operating expense (income)										Other operating expense (income)	86		(106)		215		152
											168,671		170,712		340,166		332,153
Operating income										Operating income	10,172		14,242		6,268		18,479

Interest expense	Interest expense	(3,001)		(3,166)		(8,077)		(9,929)		Interest expense	(3,604)		(2,608)		(7,260)		(5,076)
Loss on extinguishment of debt		—		(416)		—		(416)

Interest income	Interest income	13		—		15		2		Interest income	50		2		82		2
Other income	Other income	2,179		364		4,290		6,066		Other income	427		415		2,877		2,111
Income (loss) before income taxes		9,976		2,792		25,492		(6,039)
Income before income taxes										Income before income taxes	7,045		12,051		1,967		15,516
Income tax expense	Income tax expense	(3,713)		(1,770)		(7,091)		(2,354)		Income tax expense	(2,878)		(1,821)		(4,111)		(3,378)
Net income (loss)	Net income (loss)	6,263		1,022		18,401		(8,393)		Net income (loss)	4,167		10,230		(2,144)		12,138
Less: Net income attributable to noncontrolling interest		546		478		1,706		534
Less: Net income (loss) attributable to noncontrolling interest										Less: Net income (loss) attributable to noncontrolling interest	(296)		662		(254)		1,160
Net income (loss) attributable to Civeo Corporation	Net income (loss) attributable to Civeo Corporation	5,717		544		16,695		(8,927)		Net income (loss) attributable to Civeo Corporation	4,463		9,568		(1,890)		10,978
Less: Dividends attributable to Class A preferred shares	Less: Dividends attributable to Class A preferred shares	492		482		1,469		1,440		Less: Dividends attributable to Class A preferred shares	—		490		—		977
Net income (loss) attributable to Civeo common shareholders	Net income (loss) attributable to Civeo common shareholders	$	5,225	$	62	$	15,226	$	(10,367)	Net income (loss) attributable to Civeo common shareholders	$	4,463	$	9,078	$	(1,890)	$	10,001

Per Share Data (see Note 7)
Per Share Data (see Note 6)										Per Share Data (see Note 6)
Basic net income (loss) per share attributable to Civeo Corporation common shareholders	Basic net income (loss) per share attributable to Civeo Corporation common shareholders	$	0.32	$	—	$	0.92	$	(0.73)	Basic net income (loss) per share attributable to Civeo Corporation common shareholders	$	0.30	$	0.55	$	(0.13)	$	0.60

Diluted net income (loss) per share attributable to Civeo Corporation common shareholders	Diluted net income (loss) per share attributable to Civeo Corporation common shareholders	$	0.32	$	—	$	0.91	$	(0.73)	Diluted net income (loss) per share attributable to Civeo Corporation common shareholders	$	0.30	$	0.54	$	(0.13)	$	0.60

Weighted average number of common shares outstanding:	Weighted average number of common shares outstanding:									Weighted average number of common shares outstanding:
Basic	Basic	13,932		14,277		14,058		14,255		Basic	14,970		14,148		15,064		14,122
Diluted	Diluted	14,064		14,361		14,220		14,255		Diluted	15,000		14,275		15,064		14,271

Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Net income (loss) $ 6,263 $ 1,022 $ 18,401 $ (8,393)
Other comprehensive loss, net of taxes:
Foreign currency translation adjustment, net of zero taxes (20,745) (12,217) (32,757) (15,417)
Total other comprehensive loss, net of taxes (20,745) (12,217) (32,757) (15,417)
Comprehensive loss (14,482) (11,195) (14,356) (23,810)
Less: Comprehensive income attributable to noncontrolling interest 368 450 1,474 488
Comprehensive loss attributable to Civeo Corporation $ (14,850) $ (11,645) $ (15,830) $ (24,298)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

Net income (loss)	$	4,167	$	10,230	$	(2,144)	$	12,138

Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustment, net of zero taxes	2,081		(20,024)		(95)		(12,012)
Total other comprehensive income (loss), net of taxes	2,081		(20,024)		(95)		(12,012)

Comprehensive income (loss)	6,248		(9,794)		(2,239)		126
Less: Comprehensive income (loss) attributable to noncontrolling interest	(226)		568		(186)		1,106
Comprehensive income (loss) attributable to Civeo Corporation	$	6,474	$	(10,362)	$	(2,053)	$	(980)


		September 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
		(Unaudited)					(Unaudited)
ASSETS	ASSETS					ASSETS

Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	8,361	$	6,282	Cash and cash equivalents	$	11,421	$	7,954
Accounts receivable, net	Accounts receivable, net	122,280		114,859		Accounts receivable, net	140,090		119,755
Inventories	Inventories	6,984		6,468		Inventories	7,171		6,907
Prepaid expenses	Prepaid expenses	9,487		6,876		Prepaid expenses	6,165		7,199
Other current assets	Other current assets	3,850		10,946		Other current assets	2,827		3,081
Assets held for sale	Assets held for sale	13,759		11,762		Assets held for sale	8,204		8,653
Total current assets	Total current assets	164,721		157,193		Total current assets	175,878		153,549

Property, plant and equipment, net	Property, plant and equipment, net	309,752		389,996		Property, plant and equipment, net	275,561		301,890
Goodwill	Goodwill	7,322		8,204		Goodwill	7,522		7,672
Other intangible assets, net	Other intangible assets, net	81,997		93,642		Other intangible assets, net	80,635		81,747
Operating lease right-of-use assets	Operating lease right-of-use assets	14,267		18,327		Operating lease right-of-use assets	14,023		15,722
Other noncurrent assets	Other noncurrent assets	5,270		5,372		Other noncurrent assets	5,343		5,604
Total assets	Total assets	$	583,329	$	672,734	Total assets	$	558,962	$	566,184

LIABILITIES AND SHAREHOLDERS’ EQUITY	LIABILITIES AND SHAREHOLDERS’ EQUITY					LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	46,225	$	49,321	Accounts payable	$	47,763	$	51,087
Accrued liabilities	Accrued liabilities	32,432		33,564		Accrued liabilities	27,524		39,211
Income taxes	Income taxes	111		171		Income taxes	100		178
Current portion of long-term debt	Current portion of long-term debt	27,964		30,576		Current portion of long-term debt	14,664		28,448
Deferred revenue	Deferred revenue	2,092		18,479		Deferred revenue	3,097		991
Other current liabilities	Other current liabilities	8,900		4,807		Other current liabilities	9,534		8,342
Total current liabilities	Total current liabilities	117,724		136,918		Total current liabilities	102,682		128,257

Long-term debt, less current maturities	Long-term debt, less current maturities	96,727		142,602		Long-term debt, less current maturities	120,999		102,505
Deferred income taxes	Deferred income taxes	7,344		896		Deferred income taxes	8,628		4,778
Operating lease liabilities	Operating lease liabilities	11,669		15,429		Operating lease liabilities	11,446		12,771
Other noncurrent liabilities	Other noncurrent liabilities	13,668		13,778		Other noncurrent liabilities	19,874		14,172
Total liabilities	Total liabilities	247,132		309,623		Total liabilities	263,629		262,483

Commitments and contingencies (Note 10)

Shareholders’ Equity:	Shareholders’ Equity:					Shareholders’ Equity:
Preferred shares (Class A Series 1, no par value; 50,000,000 shares authorized, 9,042 shares issued and outstanding, aggregate liquidation preference of $98,907,587 and $97,438,687 as of September 30, 2022 and December 31, 2021, respectively)		63,410		61,941
Common shares (no par value; 46,000,000 shares authorized, 14,079,336 shares and 14,431,819 shares issued, respectively, and 13,712,661 shares and 14,111,221 shares outstanding, respectively)		—		—
Preferred shares (Class A Series 1) no par value; 50,000,000 shares authorized						Preferred shares (Class A Series 1) no par value; 50,000,000 shares authorized	—		—
Common shares (no par value; 46,000,000 shares authorized, 15,229,846 shares and 15,584,176 shares issued, respectively, and 14,863,171 shares and 15,217,501 shares outstanding, respectively)						Common shares (no par value; 46,000,000 shares authorized, 15,229,846 shares and 15,584,176 shares issued, respectively, and 14,863,171 shares and 15,217,501 shares outstanding, respectively)	—		—
Additional paid-in capital	Additional paid-in capital	1,585,303		1,582,442		Additional paid-in capital	1,626,556		1,624,512
Accumulated deficit	Accumulated deficit	(911,934)		(912,951)		Accumulated deficit	(939,983)		(930,123)
Common shares held in treasury at cost, 366,675 and 320,598 shares, respectively		(9,063)		(8,050)
Common shares held in treasury at cost, 366,675 and 366,675 shares, respectively						Common shares held in treasury at cost, 366,675 and 366,675 shares, respectively	(9,063)		(9,063)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(394,408)		(361,883)		Accumulated other comprehensive loss	(385,350)		(385,187)
Total Civeo Corporation shareholders’ equity	Total Civeo Corporation shareholders’ equity	333,308		361,499		Total Civeo Corporation shareholders’ equity	292,160		300,139
Noncontrolling interest	Noncontrolling interest	2,889		1,612		Noncontrolling interest	3,173		3,562
Total shareholders’ equity	Total shareholders’ equity	336,197		363,111		Total shareholders’ equity	295,333		303,701
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	583,329	$	672,734	Total liabilities and shareholders’ equity	$	558,962	$	566,184


		Attributable to Civeo																	Attributable to Civeo
		Preferred Shares		Common Shares															Preferred Shares		Common Shares
		Amount		Par Value		Additional Paid-in Capital		Accumulated Deficit		Treasury Shares		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interest		Total Shareholders’ Equity			Amount		Par Value		Additional Paid-in Capital		Accumulated Deficit		Treasury Shares		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interest		Total Shareholders’ Equity
Balance, June 30, 2021		$	60,974	$	—	$	1,580,213	$	(918,156)	$	(8,050)	$	(352,171)	$	595	$	363,405
Balance, March 31, 2022																		Balance, March 31, 2022	$	62,428	$	—	$	1,583,474	$	(912,037)	$	(9,063)	$	(353,911)	$	2,080	$	372,971
Net income	Net income	—		—		—		544		—		—		478		1,022		Net income	—		—		—		9,568		—		—		662		10,230
Currency translation adjustment	Currency translation adjustment	—		—		—		—		—		(12,189)		(28)		(12,217)		Currency translation adjustment	—		—		—		—		—		(19,930)		(94)		(20,024)
Dividends paid	Dividends paid	—		—		—		—		—		—		(15)		(15)		Dividends paid	—		—		—		—		—		—		(66)		(66)
Dividends attributable to Class A preferred shares	Dividends attributable to Class A preferred shares	482		—		—		(482)		—		—		—		—		Dividends attributable to Class A preferred shares	490		—		—		(490)		—		—		—		—
Common shares repurchased	Common shares repurchased	—		—		—		(445)		—		—		—		(445)		Common shares repurchased	—		—		—		(533)		—		—		—		(533)
Share-based compensation	Share-based compensation	—		—		1,035		—		—		—		—		1,035		Share-based compensation	—		—		942		—		—		—		—		942
Balance, September 30, 2021		$	61,456	$	—	$	1,581,248	$	(918,539)	$	(8,050)	$	(364,360)	$	1,030	$	352,785
Balance, June 30, 2022																		Balance, June 30, 2022	$	62,918	$	—	$	1,584,416	$	(903,492)	$	(9,063)	$	(373,841)	$	2,582	$	363,520

Balance, June 30, 2022		$	62,918	$	—	$	1,584,416	$	(903,492)	$	(9,063)	$	(373,841)	$	2,582	$	363,520
Net income		—		—		—		5,717		—		—		546		6,263
Balance, March 31, 2023																		Balance, March 31, 2023	$	—	$	—	$	1,625,379	$	(940,247)	$	(9,063)	$	(387,361)	$	3,469	$	292,177
Net income (loss)																		Net income (loss)	—		—		—		4,463		—		—		(296)		4,167
Currency translation adjustment	Currency translation adjustment	—		—		—		—		—		(20,567)		(178)		(20,745)		Currency translation adjustment	—		—		—		—		—		2,011		70		2,081
Dividends paid	Dividends paid	—		—		—		—		—		—		(61)		(61)		Dividends paid	—		—		—		—		—		—		(70)		(70)
Dividends attributable to Class A preferred shares		492		—		—		(492)		—		—		—		—
Common shares repurchased	Common shares repurchased	—		—		—		(13,667)		—		—		—		(13,667)		Common shares repurchased	—		—		—		(4,199)		—		—		—		(4,199)
Share-based compensation	Share-based compensation	—		—		887		—		—		—		—		887		Share-based compensation	—		—		1,177		—		—		—		—		1,177
Balance, September 30, 2022		$	63,410	$	—	$	1,585,303	$	(911,934)	$	(9,063)	$	(394,408)	$	2,889	$	336,197
Balance, June 30, 2023																		Balance, June 30, 2023	$	—	$	—	$	1,626,556	$	(939,983)	$	(9,063)	$	(385,350)	$	3,173	$	295,333

Balance, December 31, 2020		$	60,016	$	—	$	1,578,315	$	(907,727)	$	(6,930)	$	(348,989)	$	672	$	375,357

Balance, December 31, 2021																		Balance, December 31, 2021	$	61,941	$	—	$	1,582,442	$	(912,951)	$	(8,050)	$	(361,883)	$	1,612	$	363,111
Net income (loss)	Net income (loss)	—		—		—		(8,927)		—		—		534		(8,393)		Net income (loss)	—		—		—		10,978		—		—		1,160		12,138
Currency translation adjustment	Currency translation adjustment	—		—		—		—		—		(15,371)		(46)		(15,417)		Currency translation adjustment	—		—		—		—		—		(11,958)		(54)		(12,012)
Dividends paid	Dividends paid	—		—		—		—		—		—		(130)		(130)		Dividends paid	—		—		—		—		—		—		(136)		(136)
Dividends attributable to Class A preferred shares	Dividends attributable to Class A preferred shares	1,440		—		—		(1,440)		—		—		—		—		Dividends attributable to Class A preferred shares	977		—		—		(977)		—		—		—		—
Common shares repurchased	Common shares repurchased	—		—		—		(445)		—		—		—		(445)		Common shares repurchased	—		—		—		(542)		—		—		—		(542)
Share-based compensation	Share-based compensation	—		—		2,933		—		(1,120)		—		—		1,813		Share-based compensation	—		—		1,974		—		(1,013)		—				961
Balance, September 30, 2021		$	61,456	$	—	$	1,581,248	$	(918,539)	$	(8,050)	$	(364,360)	$	1,030	$	352,785
Balance, June 30, 2022																		Balance, June 30, 2022	$	62,918	$	—	$	1,584,416	$	(903,492)	$	(9,063)	$	(373,841)	$	2,582	$	363,520

Balance, December 31, 2021		$	61,941	$	—	$	1,582,442	$	(912,951)	$	(8,050)	$	(361,883)	$	1,612	$	363,111
Net income		—		—		—		16,695		—		—		1,706		18,401
Balance, December 31, 2022																		Balance, December 31, 2022	$	—	$	—	$	1,624,512	$	(930,123)	$	(9,063)	$	(385,187)	$	3,562	$	303,701
Net income (loss)																		Net income (loss)	—		—		—		(1,890)		—		—		(254)		(2,144)
Currency translation adjustment	Currency translation adjustment	—		—		—		—		—		(32,525)		(232)		(32,757)		Currency translation adjustment	—		—		—		—		—		(163)		68		(95)
Dividends paid	Dividends paid	—		—		—		—		—		—		(197)		(197)		Dividends paid	—		—		—		—		—		—		(203)		(203)
Dividends attributable to Class A preferred shares		1,469		—		—		(1,469)		—		—		—		—
Common shares repurchased	Common shares repurchased	—		—		—		(14,209)		—		—		—		(14,209)		Common shares repurchased	—		—		—		(7,970)		—		—		—		(7,970)
Share-based compensation	Share-based compensation	—		—		2,861		—		(1,013)		—		—		1,848		Share-based compensation	—		—		2,044		—		—		—		—		2,044
Balance, September 30, 2022		$	63,410	$	—	$	1,585,303	$	(911,934)	$	(9,063)	$	(394,408)	$	2,889	$	336,197
Balance, June 30, 2023																		Balance, June 30, 2023	$	—	$	—	$	1,626,556	$	(939,983)	$	(9,063)	$	(385,350)	$	3,173	$	295,333


		Nine Months Ended September 30,					Six Months Ended June 30,
		2022		2021			2023		2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income (loss)	Net income (loss)	$	18,401	$	(8,393)	Net income (loss)	$	(2,144)	$	12,138
Adjustments to reconcile net income (loss) to net cash provided by operating activities:	Adjustments to reconcile net income (loss) to net cash provided by operating activities:					Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	65,818		62,928		Depreciation and amortization	42,363		43,210
Impairment charges		—		7,935
Loss on extinguishment of debt		—		416

Deferred income tax expense	Deferred income tax expense	6,930		2,105		Deferred income tax expense	3,985		3,256
Non-cash compensation charge	Non-cash compensation charge	2,861		2,933		Non-cash compensation charge	2,044		1,974
Gains on disposals of assets	Gains on disposals of assets	(4,069)		(2,305)		Gains on disposals of assets	(2,445)		(1,895)
Provision (benefit) for credit losses, net of recoveries		(23)		155
Provision for credit losses, net of recoveries						Provision for credit losses, net of recoveries	(65)		(24)
Other, net	Other, net	2,397		2,436		Other, net	1,242		1,544
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	(19,138)		(21,516)		Accounts receivable	(19,669)		(23,119)
Inventories	Inventories	(1,557)		(193)		Inventories	(297)		(1,180)
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	3,515		9,836		Accounts payable and accrued liabilities	(14,713)		(6,713)
Taxes payable	Taxes payable	(62)		61		Taxes payable	(78)		(99)
Other current and noncurrent assets and liabilities, net	Other current and noncurrent assets and liabilities, net	(12,701)		6,843		Other current and noncurrent assets and liabilities, net	9,538		(5,461)
Net cash flows provided by operating activities	Net cash flows provided by operating activities	62,372		63,241		Net cash flows provided by operating activities	19,761		23,631

Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Capital expenditures	Capital expenditures	(17,466)		(9,645)		Capital expenditures	(11,717)		(8,647)

Proceeds from dispositions of property, plant and equipment	Proceeds from dispositions of property, plant and equipment	11,975		7,545		Proceeds from dispositions of property, plant and equipment	2,719		3,302
Other, net	Other, net	190		—		Other, net	—		190
Net cash flows used in investing activities	Net cash flows used in investing activities	(5,301)		(2,100)		Net cash flows used in investing activities	(8,998)		(5,155)

Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Revolving credit borrowings	Revolving credit borrowings	204,951		367,622		Revolving credit borrowings	114,674		155,712
Revolving credit repayments	Revolving credit repayments	(219,775)		(305,148)		Revolving credit repayments	(98,681)		(158,288)
Term loan repayments	Term loan repayments	(23,059)		(117,595)		Term loan repayments	(14,942)		(15,763)
Debt issuance costs		—		(4,407)

Repurchases of common shares	Repurchases of common shares	(14,209)		(445)		Repurchases of common shares	(7,970)		(542)
Taxes paid on vested shares	Taxes paid on vested shares	(1,013)		(1,120)		Taxes paid on vested shares	—		(1,013)
Net cash flows used in financing activities	Net cash flows used in financing activities	(53,105)		(61,093)		Net cash flows used in financing activities	(6,919)		(19,894)

Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	(1,887)		(1,255)		Effect of exchange rate changes on cash	(377)		(82)
Net change in cash and cash equivalents	Net change in cash and cash equivalents	2,079		(1,207)		Net change in cash and cash equivalents	3,467		(1,500)
Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period	6,282		6,155		Cash and cash equivalents, beginning of period	7,954		6,282

Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$	8,361	$	4,948	Cash and cash equivalents, end of period	$	11,421	$	4,782

Non-cash financing activities:	Non-cash financing activities:					Non-cash financing activities:
Preferred dividends paid-in-kind	Preferred dividends paid-in-kind	$	1,469	$	1,440	Preferred dividends paid-in-kind	$	—	$	977

We provide hospitality services to the natural resources industry in Canada, Australia and the U.S. ~~Our full~~We provide a suite of ~~hospitality~~ services for our guests, ~~includes~~including lodging, catering and food service, housekeeping and maintenance at accommodation facilities that we or our customers own. In many cases, we provide services that support the day-to-day operations of these facilities, such as laundry, facility management and maintenance, water and wastewater treatment, power generation, communication systems, security and logistics. We also offer development activities for workforce accommodation facilities, including site selection, permitting, engineering and design, manufacturing management and site construction, along with providing hospitality services once the facility is constructed. We primarily operate in some of the world’s most active oil, metallurgical (met) coal, liquefied natural gas (LNG) and iron ore producing regions, and our customers include major and independent oil companies, mining companies, engineering companies and oilfield and mining service companies. We operate in ~~three~~two principal reportable business segments – Canada ~~Australia~~ and ~~the U.S.~~Australia.

The accompanying unaudited consolidated financial statements of Civeo have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC) pertaining to interim financial information. Certain information in footnote disclosures normally included in financial statements prepared in accordance with Generally Accepted Accounting Principles (GAAP) has been condensed or omitted pursuant to those rules and regulations. The unaudited consolidated financial statements included in this report reflect all the adjustments, consisting of normal recurring adjustments, which Civeo considers necessary for a fair presentation of the results of operations for the interim periods covered and for the financial condition of Civeo at the date of the interim balance sheet. Results for the interim periods are not necessarily indicative of results for the full year. Certain reclassifications have been made to the 2022 financial information to conform to current year presentation.

The preparation of consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. If the underlying estimates and assumptions upon which the financial statements are based change in future periods, actual amounts may differ from those included in the accompanying consolidated financial statements.


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Canada	Canada									Canada
Accommodation revenues	Accommodation revenues	$	72,724	$	60,511	$	219,349	$	176,800	Accommodation revenues	$	72,355	$	79,431	$	136,583	$	146,625
Mobile facility rental revenues	Mobile facility rental revenues	25,283		19,075		73,359		38,240		Mobile facility rental revenues	17,407		24,058		37,438		48,076
Food service and other services revenues	Food service and other services revenues	5,002		4,471		15,276		14,183		Food service and other services revenues	5,708		5,534		10,902		10,274

Total Canada revenues	Total Canada revenues	103,009		84,057		307,984		229,223		Total Canada revenues	95,470		109,023		184,923		204,975

Australia	Australia									Australia
Accommodation revenues	Accommodation revenues	$	38,316	$	38,104	$	114,967	$	109,559	Accommodation revenues	$	44,342	$	39,052	$	84,941	$	76,651
Food service and other services revenues	Food service and other services revenues	35,489		27,014		90,187		79,215		Food service and other services revenues	38,202		28,768		74,592		54,698
Total Australia revenues	Total Australia revenues	73,805		65,118		205,154		188,774		Total Australia revenues	82,544		67,820		159,533		131,349

U.S.
Accommodation revenues		$	990	$	1,812	$	2,244	$	4,189
Mobile facility rental revenues		5,811		3,941		18,128		10,769
Manufacturing revenues		587		124		1,286		1,686
Food service and other services revenues		25		11		63		28
Total U.S. revenues		7,413		5,888		21,721		16,672
Other										Other
Other revenues										Other revenues	$	829	$	8,111	$	1,978	$	14,308

Total other revenues										Total other revenues	829		8,111		1,978		14,308

Total revenues	Total revenues	$	184,227	$	155,063	$	534,859	$	434,669	Total revenues	$	178,843	$	184,954	$	346,434	$	350,632

~~Quarter ended June 30, 2021~~. During the second quarter of 2021, we recorded impairment expense of $7.9 million related to various undeveloped land positions and related permitting costs in Australia. At June 30, 2021, we identified an impairment trigger related to certain of these properties due to the cancellation of a significant thermal coal project in Australia and our negative expectations related to other possible Australian thermal coal projects becoming viable in the near term. Accordingly, the assets were written down to their estimated fair value of $2.4 million.

As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we believe the carrying value of our floating-rate debt outstanding under our term loans and revolving credit facilities approximates fair value because the terms include short-term interest rates and exclude penalties for prepayment. We estimated the fair value of our floating-rate term loan and revolving credit facilities using significant other observable inputs, representative of a Level 2 fair value measurement, including terms and credit spreads for these loans. In addition, the estimated fair value of our assets held for sale is based upon Level 2 fair value measurements, which include appraisals and previous negotiations with third parties.

Estimated
Useful Life
(in years) September 30, 2022 December 31, 2021
Property, plant and equipment, net:
Land $ 25,896 $ 30,556
Accommodations assets 3 — 15 1,426,704 1,657,577
Buildings and leasehold improvements 7 — 20 17,260 24,335
Machinery and equipment 4 — 15 10,752 14,983
Office furniture and equipment 3 — 7 61,187 63,228
Vehicles 3 — 5 8,227 14,578
Construction in progress 9,444 2,063
Total property, plant and equipment 1,559,470 1,807,320
Accumulated depreciation (1,249,718) (1,417,324)
Total property, plant and equipment, net $ 309,752 $ 389,996


	Estimated Useful Life (in years)			June 30, 2023		December 31, 2022
Property, plant and equipment, net:
Land				$	25,388	$	25,528
Accommodations assets	3	—	15	1,474,986		1,464,476
Buildings and leasehold improvements	7	—	20	15,755		15,516
Machinery and equipment	4	—	7	12,497		11,775
Office furniture and equipment	3	—	7	63,906		62,725
Vehicles	3	—	5	9,244		8,411
Construction in progress				8,047		1,771
Total property, plant and equipment				1,609,823		1,590,202
Accumulated depreciation				(1,334,262)		(1,288,312)
Total property, plant and equipment, net				$	275,561	$	301,890

Deferred revenue typically consists of ~~contract liabilities resulting from~~ upfront payments ~~related to~~received before we satisfy the ~~mobilization of mobile assets to service pipeline projects in our Canadian business segment.~~associated performance obligation. The ~~decrease~~increase in deferred revenue from December 31, ~~2021~~2022 to ~~September~~June 30, ~~2022~~2023 was primarily due to ~~the recognition of deferred revenue~~a payment received from a customer for village enhancements in Australia, which we will recognize over the contracted ~~terms of these pipeline projects in Canada.~~

As of ~~September~~June 30, ~~2022, assets~~2023 and ~~liabilities held for sale included certain assets and liabilities in our U.S. business segment. As of~~ December 31, ~~2021,~~2022, assets ~~and liabilities~~ held for sale included certain assets in our ~~U.S.~~Canadian business segment and ~~undeveloped land holdings in our Australia business segment.~~the U.S. These assets ~~and liabilities~~ were recorded at the estimated fair value less costs to sell, which exceeded or equaled their carry values. During the first quarter of 2023, we sold the accommodation assets at our Louisiana location. The land at this location remains in assets held for sale as of June 30, 2023.

For the three and six months ended June 30, 2022, a period during which we had participating securities in the form of Class A preferred shares, we used the two-class method to calculate basic and diluted earnings per ~~share because we have participating securities in the form of Class A preferred shares.~~share. The two-class method requires a proportional share of net income to be allocated between common shares and participating securities. The proportional share to be allocated to participating securities is determined by dividing total weighted average participating securities by the sum of total weighted average common shares and participating securities.

Basic earnings per share is computed under the two-class method by dividing the net income (loss) attributable to common shareholders, after allocation of earnings to participating earnings by the weighted average number of common shares outstanding during the period. Net income attributable to common shareholders, after allocation of earnings to participating earnings represents our net income reduced by an allocation of current period earnings to participating securities as described above. No such adjustment is made during periods with a net loss, as the adjustment would be anti-dilutive.

Diluted earnings per share is computed under the two-class method by dividing diluted net income (loss) attributable to common shareholders, after reallocation adjustment for participating securities by the weighted average number of common shares outstanding, plus, for periods with net income attributable to common stockholders, the potential dilutive effects of share-based awards. In addition, we calculate the potential dilutive effect of any outstanding dilutive security under both the two-class method and the “if-converted” method, and we report the more dilutive of the methods as our diluted earnings per share. We also apply the treasury stock method with respect to certain share-based awards in the calculation of diluted earnings per share, if dilutive.


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Numerator:	Numerator:									Numerator:
Net income (loss) attributable to Civeo common shareholders		$	5,225	$	62	$	15,226	$	(10,367)
Net income (loss) attributable to Civeo common shareholders, before allocation of earnings to participating securities										Net income (loss) attributable to Civeo common shareholders, before allocation of earnings to participating securities	$	4,463	$	9,078	$	(1,890)	$	10,001
Less: income allocated to participating securities	Less: income allocated to participating securities	(794)		(9)		(2,297)		—		Less: income allocated to participating securities	—		(1,356)		—		(1,497)
Basic net income (loss) attributable to Civeo Corporation common shareholders		$	4,431	$	53	$	12,929	$	(10,367)
Net income (loss) attributable to Civeo Corporation common shareholders, after allocation of earnings to participating securities										Net income (loss) attributable to Civeo Corporation common shareholders, after allocation of earnings to participating securities	$	4,463	$	7,722	$	(1,890)	$	8,504
Add: undistributed income attributable to participating securities	Add: undistributed income attributable to participating securities	794		9		2,297		—		Add: undistributed income attributable to participating securities	—		1,356		—		1,497
Less: undistributed income reallocated to participating securities	Less: undistributed income reallocated to participating securities	(788)		(9)		(2,275)		—		Less: undistributed income reallocated to participating securities	—		(1,346)		—		(1,483)
Diluted net income (loss) attributable to Civeo Corporation common shareholders		$	4,437	$	53	$	12,951	$	(10,367)
Diluted net income (loss) attributable to Civeo Corporation common shareholders, after reallocation adjustment for participating securities										Diluted net income (loss) attributable to Civeo Corporation common shareholders, after reallocation adjustment for participating securities	$	4,463	$	7,732	$	(1,890)	$	8,518

Denominator:	Denominator:									Denominator:
Weighted average shares outstanding - basic	Weighted average shares outstanding - basic	13,932		14,277		14,058		14,255		Weighted average shares outstanding - basic	14,970		14,148		15,064		14,122
Dilutive shares - share-based awards	Dilutive shares - share-based awards	132		84		162		—		Dilutive shares - share-based awards	30		127		—		149
Weighted average shares outstanding - diluted	Weighted average shares outstanding - diluted	14,064		14,361		14,220		14,255		Weighted average shares outstanding - diluted	15,000		14,275		15,064		14,271

Basic net income (loss) per share attributable to Civeo Corporation common shareholders (1)	Basic net income (loss) per share attributable to Civeo Corporation common shareholders (1)	$	0.32	$	—	$	0.92	$	(0.73)	Basic net income (loss) per share attributable to Civeo Corporation common shareholders (1)	$	0.30	$	0.55	$	(0.13)	$	0.60

Diluted net income (loss) per share attributable to Civeo Corporation common shareholders (1)	Diluted net income (loss) per share attributable to Civeo Corporation common shareholders (1)	$	0.32	$	—	$	0.91	$	(0.73)	Diluted net income (loss) per share attributable to Civeo Corporation common shareholders (1)	$	0.30	$	0.54	$	(0.13)	$	0.60


		Three Months Ended September 30,		Nine Months Ended September 30,			Three Months Ended June 30,		Six Months Ended June 30,
		2022	2021	2022	2021		2023	2022	2023	2022
Share-based awards (1)	Share-based awards (1)	—	0.1	—	0.2	Share-based awards (1)	—	—	—	—
Preferred shares	Preferred shares	2.5	2.4	2.5	2.4	Preferred shares	—	2.5	—	2.5


		September 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
Canadian term loan; weighted average interest rate of 4.7% for the nine month period ended September 30, 2022		$	36,480	$	63,104
Canadian term loan; weighted average interest rate of 7.9% for the six month period ended June 30, 2023						Canadian term loan; weighted average interest rate of 7.9% for the six month period ended June 30, 2023	$	15,106	$	29,532

U.S. revolving credit facility; weighted average interest rate of 6.3% for the nine month period ended September 30, 2022		—		—
U.S. revolving credit facility; weighted average interest rate of 9.9% for the six month period ended June 30, 2023						U.S. revolving credit facility; weighted average interest rate of 9.9% for the six month period ended June 30, 2023	—		—

Canadian revolving credit facility; weighted average interest rate of 5.0% for the nine month period ended September 30, 2022		83,904		111,300
Canadian revolving credit facility; weighted average interest rate of 8.0% for the six month period ended June 30, 2023						Canadian revolving credit facility; weighted average interest rate of 8.0% for the six month period ended June 30, 2023	120,999		101,147

Australian revolving credit facility; weighted average interest rate of 3.8% for the nine month period ended September 30, 2022		5,832		726
Australian revolving credit facility; weighted average interest rate of 6.5% for the six month period ended June 30, 2023						Australian revolving credit facility; weighted average interest rate of 6.5% for the six month period ended June 30, 2023	—		1,358
		126,216		175,130			136,105		132,037
Less: Unamortized debt issuance costs	Less: Unamortized debt issuance costs	1,525		1,952		Less: Unamortized debt issuance costs	442		1,084
Total debt	Total debt	124,691		173,178		Total debt	135,663		130,953
Less: Current portion of long-term debt, including unamortized debt issuance costs, net	Less: Current portion of long-term debt, including unamortized debt issuance costs, net	27,964		30,576		Less: Current portion of long-term debt, including unamortized debt issuance costs, net	14,664		28,448
Long-term debt, less current maturities	Long-term debt, less current maturities	$	96,727	$	142,602	Long-term debt, less current maturities	$	120,999	$	102,505

As of ~~September~~June 30, ~~2022,~~2023, our Credit Agreement (as then amended to date, the Credit Agreement) provided for: (i) a $200.0 million revolving credit facility scheduled to mature on September 8, 2025, allocated as follows: (A) a $10.0 million senior secured revolving credit facility in favor of one of our U.S. subsidiaries, as borrower; (B) a $155.0 million senior secured revolving credit facility in favor of Civeo, as borrower; and (C) a $35.0 million senior secured revolving credit facility in favor of one of our Australian subsidiaries, as borrower; and (ii) a C$100.0 million term loan facility scheduled to be fully repaid on December 31, 2023 in favor of Civeo.

U.S. dollar amounts outstanding under the facilities provided by the Credit Agreement bear interest at a variable rate equal to the ~~London Inter-Bank Offered Rate (LIBOR)~~Term SOFR plus a margin of 3.00% to 4.00%, or a base rate plus 2.00% to 3.00%, in each case based on a ratio of our total net debt to Consolidated EBITDA (as defined in the Credit Agreement). Canadian dollar amounts outstanding bear interest at a variable rate equal to a Bankers’ Acceptance Discount Rate (as defined in the Credit Agreement) based on the Canadian Dollar Offered Rate (CDOR) plus a margin of 3.00% to 4.00%, or a Canadian Prime rate plus a margin of 2.00% to 3.00%, in each case based on a ratio of our total net debt to Consolidated EBITDA. Australian dollar amounts outstanding under the Credit Agreement bear interest at a variable rate equal to the Bank Bill Swap Bid Rate plus a margin of 3.00% to 4.00%, based on a ratio of our total net debt to Consolidated EBITDA. The future ~~transitions~~transition from ~~LIBOR and~~ CDOR as an interest rate ~~benchmarks are~~benchmark is addressed in the Credit Agreement and at such time the transition from ~~(i) LIBOR~~CDOR takes place, an alternate benchmark will be established based on the first alternative of the following, plus a benchmark replacement adjustment, Term ~~Secured~~Canadian Overnight ~~Financing~~Repo Rate ~~(SOFR), Daily Simple SOFR~~Average (CORRA) and an alternative benchmark selected by the administrative agent and the applicable borrowers giving due consideration to any selection or recommendation by a government body or any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time or (ii) CDOR takes place, we will endeavor with the administrative agent to establish an alternate rate of interest to CDOR that gives due consideration to any evolving or then existing convention for similar Canadian Dollar denominated syndicated credit facilities for the replacement of CDOR.Compound CORRA.

The Credit Agreement contains customary affirmative and negative covenants that, among other things, limit or restrict: (i) indebtedness, liens and fundamental changes; (ii) asset sales; (iii) ~~acquisitions of margin stock; (iv)~~ specified acquisitions; ~~(v)~~(iv) certain restrictive agreements; ~~(vi)~~(v) transactions with affiliates; and ~~(vii)~~(vi) investments and other restricted payments, including dividends and other distributions. In addition, we must maintain a minimum interest coverage ratio, defined as the ratio of ~~Consolidated~~consolidated EBITDA to consolidated interest expense, of at least 3.00 to 1.00 and our maximum net leverage ratio, defined as

Borrowings under the Credit Agreement are secured by a pledge of substantially all of our assets and the assets of our subsidiaries subject to customary exceptions. The obligations under the Credit Agreement are guaranteed by our significant subsidiaries. As of ~~September~~June 30, ~~2022,~~2023, we had seven lenders that were parties to the Credit Agreement, with total commitments (including both revolving commitments and term commitments) ranging from $22.5 million to $52.0 million. As of ~~September~~June 30, ~~2022,~~2023, we had outstanding letters of credit of $0.3 million under the U.S. facility, zero under the Australian facility and $1.1 million under the Canadian facility. We also had outstanding bank guarantees of A$0.8 million under the Australian facility.

We compute our quarterly taxes under the effective tax rate method by applying an anticipated annual effective rate to our year-to-date income, except for significant unusual or extraordinary transactions. Income taxes for any significant and unusual or extraordinary transactions are computed and recorded in the period in which the specific transaction occurs. As of ~~September~~June 30, ~~2022, the U.S. was considered a loss jurisdiction for tax accounting purposes~~2023 and ~~was removed from the annual effective tax rate computation for purposes of computing the interim tax provision. As of September 30, 2021,~~2022, Canada and the U.S. were considered loss jurisdictions for tax accounting purposes and were removed from the annual effective tax rate computation for purposes of computing the interim tax provision.

Our income tax expense for the three months ended ~~September~~June 30, ~~2022~~2023 totaled ~~$3.7~~$2.9 million, or ~~37.2%~~40.9% of pretax income, compared to income tax expense of $1.8 million, or ~~63.4%~~15.1% of pretax income, for the three months ended ~~September~~June 30, ~~2021.~~2022. Our effective tax rate for each of the three months ended ~~September~~June 30, 2023 and 2022 was impacted by considering the U.S. a loss jurisdiction that was removed from the annual effective tax rate computation for purposes of computing the interim tax provision. For the three months ended September 30, 2021, our effective tax rate was impacted by considering Canada and the U.S. loss jurisdictions that were removed from the annual effective tax rate computation for purposes of computing the interim tax provision. Additionally, under Accounting Standards Codification 740-270, “Accounting for Income Taxes,” the quarterly tax

Our income tax expense for ~~nine~~the six months ended ~~September~~June 30, ~~2022~~2023 totaled ~~$7.1~~$4.1 million, or ~~27.8%~~209.0% of pretax income, compared to income tax expense of ~~$2.4~~$3.4 million, or ~~(39.0)%~~21.8% of pretax ~~loss,~~income, for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. Our effective tax rate for each of the ~~nine~~six months ended ~~September~~June 30, 2023 and 2022 was impacted by considering the U.S. a loss jurisdiction that was removed from the annual effective tax rate computation for the purposes of computing the interim tax provision. Our effective tax rate for the nine months ended September 2021 was impacted by considering Canada and the U.S. loss jurisdictions that were removed from the annual effective tax rate computation for ~~the~~ purposes of computing the interim tax provision.

We are a party to various pending or threatened claims, lawsuits and administrative proceedings seeking damages or other remedies concerning our commercial operations, products, employees and other matters, including warranty and product liability claims as a result of our products or operations. Although we can give no assurance about the outcome of pending legal and administrative proceedings and the effect such outcomes may have on us, management believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided for or covered by insurance, will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.

Our accumulated other comprehensive loss increased ~~$32.5~~$0.2 million from ~~$361.9~~$385.2 million at December 31, ~~2021~~2022 to ~~$394.4~~$385.4 million at ~~September~~June 30, ~~2022,~~2023, as a result of foreign currency exchange rate fluctuations. Changes in other comprehensive loss during the first ~~nine~~six months of ~~2022~~2023 were primarily driven by the Australian dollar decreasing in value compared to the U.S. dollar and the Canadian dollar ~~decreasing~~increasing in value compared to the U.S. dollar. Excluding intercompany balances, our Canadian dollar and Australian dollar functional currency net assets totaled approximately C$~~232~~186 million and A$~~232~~217 million, respectively, at ~~September~~June 30, ~~2022.~~2023.

In August 2022 and August 2021, our Board of Directors (Board) authorized a common share repurchase ~~program (the 2021 Share Repurchase Program)~~programs to repurchase up to 5.0% of our total common shares which are issued and outstanding, or approximately 715,000 common shares, over a twelve month period. In August 2022, our Board authorized a new common share repurchase program (the 2022 Share Repurchase Program) to repurchase up to 5.0% of our total common shares which arewere issued and outstanding, or approximately 685,000 common shares and 715,000 common shares, respectively, over a twelve month period. ~~The 2022 Share Repurchase Program and the 2021 Share Repurchase Program are collectively referred to as the "Share Repurchase Programs."~~

The repurchase authorization allows repurchases from time to time in open market transactions, including pursuant to trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. We have funded, and intend to continue to fund, repurchases through cash on hand and cash generated from operations. The common shares repurchased under the ~~Share Repurchase Programs~~share repurchase programs are cancelled in the periods they are acquired and the payment is accounted for as an increase to accumulated deficit in our Unaudited Consolidated Statements of Changes in Shareholders’ Equity in the period the payment is made.

~~Pursuant~~The following table summarizes our common share repurchases pursuant to our ~~2021 Share Repurchase Program, during the nine months ended September 30, 2022, we repurchased an aggregate of 123,882 of our common shares outstanding at a weighted average price of $28.54~~share repurchase programs (in thousands, except per share for a total of approximately $3.5 million. We repurchased an aggregate of 341,061 of our common shares outstanding at a weighted average price of $23.98 per share for a total cost of $8.2 million during the twelve month period comprising the 2021 Share Repurchase Program. We have not repurchased any shares under the 2022 Share Repurchase Program as of September 30, 2022.data).

Certain key employees and non-employee directors participate in the Amended and Restated 2014 Equity Participation Plan of Civeo Corporation (the Civeo Plan). The Civeo Plan authorizes our Board and the Compensation Committee of our Board to approve grants of options, awards of restricted shares, performance awards, phantom share awards and dividend equivalents, awards of deferred shares, and share payments to our employees and non-employee directors. No more than ~~2.4 million~~3,028,667 Civeo common shares are authorized to be issued under the Civeo Plan.

Compensation expense associated with restricted share awards, restricted share units and deferred share awards recognized in the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 totaled $0.3 million and ~~$0.4~~$0.3 million, respectively. Compensation expense associated with restricted share awards, restricted share units and deferred share awards recognized in the ~~nine~~six months ended ~~September~~June 30, 2023 and 2022 ~~and 2021~~ totaled ~~$0.9~~$0.5 million and ~~$1.2~~$0.7 million, respectively. The total fair value of restricted share awards, restricted share units and deferred share awards that vested during ~~both~~ the three months ended ~~September~~June 30, 2023 and 2022 was $0.8 million and ~~2021 was less than $0.1 million.~~$1.5 million, respectively. The total fair value of restricted share awards, restricted share units and deferred share awards that vested during the ~~nine~~six months ended ~~September~~June 30, 2023 and 2022 ~~and 2021~~ was ~~$2.1~~$0.9 million and ~~$1.5~~$2.1 million, respectively.

During the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, we recognized compensation expense associated with phantom shares totaling ~~$2.3~~$1.4 million and ~~$2.1~~$2.5 million, respectively. During the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, we recognized compensation expense associated with phantom shares totaling ~~$7.2~~$3.2 million and ~~$5.0~~$4.9 million, respectively. At ~~September~~June 30, ~~2022,~~2023, unrecognized compensation cost related to phantom shares was ~~$11.7~~$8.3 million, as remeasured at ~~September~~June 30, ~~2022,~~2023, which is expected to be recognized over a weighted average period of ~~1.9~~2.0 years.

Performance Awards. On February ~~25, 2022,~~23, 2023, we granted ~~122,555~~85,837 performance awards under the Civeo Plan, which cliff vest in three years on February ~~25, 2025~~23, 2026 subject to attainment of applicable performance criteria. These awards will be earned in amounts between 0% and 200% of the participant’s target performance share award, based equally on (i) the payout percentage associated with Civeo’s relative total shareholder return rank among a peer group that includes 1716 other companies and (ii) the payout percentage associated with Civeo's cumulative operating cash flow over the performance period relative to a preset target. The portion of the performance awards tied to cumulative operating cash flow includes a performance-based vesting requirement. ~~The fair value of these awards is based on the closing market price of our common shares on the date of grant.~~ We evaluate the probability of achieving the performance criteria throughout the performance period and will adjust share-based compensation expense based on the number of shares expected to vest based on our estimate of the most probable performance outcome.

During the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, we recognized compensation expense associated with performance share awards totaling ~~$0.6~~$0.9 million and ~~$0.6~~$0.7 million, respectively. During the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, we recognized compensation expense associated with performance share awards totaling ~~$1.9~~$1.5 million and ~~$1.7~~$1.3 million, respectively. No performance share awards vested during the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021.~~2022. The total fair value of performance share awards that vested during the ~~nine~~six months ended ~~September~~June 30, 2023 and 2022 was zero and ~~2021 was~~ $2.4 ~~million and $1.9~~ million, respectively. At ~~September~~June 30, ~~2022,~~2023, unrecognized compensation cost related to performance ~~shares~~share awards was ~~$4.6~~$5.5 million, which is expected to be recognized over a weighted average period of 2.0 years.

In accordance with current accounting standards regarding disclosures about segments of an enterprise and related information, we have identified the following reportable segments: Canada ~~Australia~~ and ~~the U.S.,~~Australia, which represent our strategic focus on hospitality services and workforce accommodations. 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 required by GAAP and is included below within the Corporate, other and eliminations category. Prior periods have been updated to be consistent with the presentation for the three and six months ended June 30, 2023.


		Total revenues		Depreciation and amortization		Operating income (loss)		Capital expenditures		Total assets			Total revenues		Depreciation and amortization		Operating income (loss)		Capital expenditures		Total assets
Three months ended September 30, 2022
Three months ended June 30, 2023												Three months ended June 30, 2023
Canada	Canada	$	103,009	$	14,749	$	7,846	$	3,580	$	718,981	Canada	$	95,470	$	13,363	$	3,177	$	2,608	$	737,764
Australia	Australia	73,805		7,599		5,859		4,921		191,557		Australia	82,544		7,371		9,176		4,104		191,062
U.S.		7,413		312		(1,690)		286		20,159
Corporate and eliminations		—		(52)		(1,230)		32		(347,368)
Corporate, other and eliminations												Corporate, other and eliminations	829		(33)		(2,181)		233		(369,864)
Total	Total	$	184,227	$	22,608	$	10,785	$	8,819	$	583,329	Total	$	178,843	$	20,701	$	10,172	$	6,945	$	558,962

Three months ended September 30, 2021
Three months ended June 30, 2022												Three months ended June 30, 2022
Canada	Canada	$	84,057	$	11,511	$	6,131	$	1,344	$	754,223	Canada	$	109,023	$	14,998	$	11,197	$	1,847	$	753,303
Australia	Australia	65,118		8,033		4,422		1,647		231,427		Australia	67,820		7,728		5,452		2,832		204,086
U.S.		5,888		567		(2,124)		336		26,699
Corporate and eliminations		—		171		(2,419)		62		(328,307)
Corporate, other and eliminations												Corporate, other and eliminations	8,111		357		(2,407)		376		(319,992)
Total	Total	$	155,063	$	20,282	$	6,010	$	3,389	$	684,042	Total	$	184,954	$	23,083	$	14,242	$	5,055	$	637,397

Nine months ended September 30, 2022
Six months ended June 30, 2023												Six months ended June 30, 2023
Canada	Canada	$	307,984	$	41,344	$	23,081	$	7,433	$	718,981	Canada	$	184,923	$	27,502	$	(1,325)	$	4,069	$	737,764
Australia	Australia	205,154		23,284		17,446		8,969		191,557		Australia	159,533		14,918		14,073		7,129		191,062
U.S.		21,721		1,089		(4,594)		1,010		20,159
Corporate and eliminations		—		101		(6,669)		54		(347,368)
Corporate, other and eliminations												Corporate, other and eliminations	1,978		(57)		(6,480)		519		(369,864)
Total	Total	$	534,859	$	65,818	$	29,264	$	17,466	$	583,329	Total	$	346,434	$	42,363	$	6,268	$	11,717	$	558,962

Nine months ended September 30, 2021
Six months ended June 30, 2022												Six months ended June 30, 2022
Canada	Canada	$	229,223	$	35,750	$	5,924	$	3,667	$	754,223	Canada	$	204,975	$	26,595	$	15,235	$	3,853	$	753,303
Australia	Australia	188,774		25,004		5,073		4,348		231,427		Australia	131,349		15,685		11,587		4,048		204,086
U.S.		16,672		1,675		(5,831)		1,187		26,699
Corporate and eliminations		—		499		(6,928)		443		(328,307)
Corporate, other and eliminations												Corporate, other and eliminations	14,308		930		(8,343)		746		(319,992)
Total	Total	$	434,669	$	62,928	$	(1,762)	$	9,645	$	684,042	Total	$	350,632	$	43,210	$	18,479	$	8,647	$	637,397

This quarterly report on Form 10-Q contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the Exchange Act). The Private Securities Litigation Reform Act of 1995 provides safe harbor provisions for forward-looking information. The forward-looking statements can be identified by the use of forward-looking terminology including “may,” “expect,” “anticipate,” “estimate,” “continue,” “believe” or other similar words. The forward-looking statements in this report include, but are not limited to, the statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” relating to our expectations about the macroeconomic environment and industry conditions, including the ~~impact of COVID-19 and the response thereto and the~~ volatility in the price of and demand for commodities, as well as our expectations about capital expenditures in ~~2022~~2023 and beliefs with respect to liquidity needs. Actual results could differ materially from those projected in the forward-looking statements as a result of a number of important factors. For a discussion of known material factors that could affect our results, please refer to “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 and our subsequent SEC filings. Should one or more of these risks or uncertainties materialize, or should the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Our management believes these forward-looking statements are reasonable. However, you should not place undue reliance on these forward-looking statements, which are based only on our current expectations and are not guarantees of future performance. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the foregoing. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update or revise any of them in light of new information, future events or otherwise, except to the extent required by applicable law.

In addition, in certain places in this quarterly report, we may refer to reports published by third parties that purport to describe trends or developments in the energy industry. We do so for the convenience of our shareholders and in an effort to provide information available in the market that will assist our investors in a better understanding of the market environment in which we operate. However, we specifically disclaim any responsibility for the accuracy and completeness of such information and undertake no obligation to update such information.

We provide hospitality services to the natural resources industry in Canada, Australia and the U.S. Demand for our services can be attributed to two phases of our customers’ projects: (1) the development or construction phase; and (2) the operations or production phase. Historically, initial demand for our hospitality services has been driven by our customers’ capital spending programs related to the construction and development of natural resource projects and associated infrastructure, as well as the exploration for oil and natural gas. Long-term demand for our services has been driven by natural resource production, maintenance and operation of those facilities as well as expansion of those sites. In general, industry capital spending programs are based on the outlook for commodity prices, economic growth, global commodity supply/demand, estimates of resource production and ~~shareholder expectations.~~the expectations of our customers' shareholders. As a result, demand for our hospitality services is largely sensitive to expected commodity prices, principally related to oil, metallurgical (met) coal, liquefied natural gas (LNG) and iron ~~ore.~~ore, and the resultant impact of these commodity price expectations on our customers' spending. Other factors that can affect our business and financial results include the general global economic environment, including inflationary pressures, supply chain disruptions and labor shortages, volatility affecting the banking system and financial markets, availability of capital to the natural resource industry and regulatory changes in Canada, Australia, the U.S. and other markets, including governmental measures introduced to fight climate ~~change or to help slow the spread or mitigate the impact of COVID-19.~~change.

Our business is predominantly located in northern Alberta, Canada; British Columbia, Canada; Queensland, Australia; and Western Australia. We derive most of our business from natural resource companies who are developing and producing oil sands, met coal, LNG and iron ore resources and, to a lesser extent, other hydrocarbon and mineral resources. ~~In the third quarter of 2022, approximately 60%~~Approximately 65% of our revenue ~~was~~is generated by our lodges in Canada and our villages in Australia. Where traditional accommodations and infrastructure are insufficient, inaccessible or cost ineffective, our lodge and village facilities provide comprehensive hospitality services similar to those found in an urban hotel. We typically contract our facilities to our customers on a ~~fee-per-person-per-day~~fee-per-person-per-

~~The spread~~During 2022 and through the first half of ~~COVID-19~~2023, inflationary pressures and the response thereto have negatively impacted the global economy. The actions taken by governments and the private-sector to mitigate the spread of COVID-19 and the risk of infection, including government-imposed or voluntary social distancing and quarantining, reduced travel and remote work policies, evolved with the introduction of vaccination efforts in 2021, and may continue to evolve as virus variants have added uncertainty to the continuing global impact. Since the COVID-19 pandemic began, wesupply chain disruptions have been, ~~impacted by increased staff costs as a result of hospitality labor shortages in Australia. This labor shortage has been exacerbated by significantly reduced foreign labor availability~~ and reduced labor mobility in Australia, which has subsequently led to an increased reliance on more expensive temporary labor resources. We continue to closely monitor the COVID-19 situation and have taken measures to help ensure the health and well-being of our employees, guests and contractors, including screening of individuals that enter our facilities, social distancing practices, enhanced cleaning and sanitization efforts, the suspension of nonessential employee travel and implementation of work-from-home policies, where applicable.

~~Global oil prices dropped~~In addition to ~~historically low levels~~the macro inflationary impacts on labor costs noted above, during the COVID-19 pandemic, we were, and continue to be, impacted by increased staff costs as a result of hospitality labor shortages in ~~March~~Australia as government-imposed and ~~April 2020 due~~voluntary social distancing and quarantining impacted travel. This labor shortage has been exacerbated by significantly reduced migration in and around Australia affecting labor availability, which has subsequently led to severely reduced global oil demand, high global crude inventory levels, uncertainty around timing and slope of worldwide economic recovery after COVID-19 related economic shut-downs and effectiveness of production cuts by major oil producing countries, such as Saudi Arabia, Russia and the U.S. an increased reliance on more expensive temporary labor resources.

Since ~~this trough~~historic lows in early 2020 during the start of the COVID-19 pandemic, global oil prices increased ~~later~~ in late 2020 and throughout 2021 primarily due to improved global oil demand and lagging global oil supply due to oil production discipline from publicly traded oil producers and OPEC+ countries. These supply/demand dynamics ~~have~~ continued in 2022 and ~~have been~~were exacerbated by the ~~recent~~ongoing conflict between ~~Russia and~~ Russia/Ukraine and related sanctions on Russia, as well as actions taken by OPEC+ to adjust production levels, which ~~are decreasing~~decreased global fossil fuel supply even further. This led to a significant increase in global oil prices to above $100 per ~~barrel.~~barrel in the second quarter of 2022. Severe inflation and rising interest rates in the second half of 2022 led to concerns of an economic recession and lower oil demand which resulted in decreased oil prices through the remainder of 2022 and the first half of 2023. In ~~response, several governments, including~~an effort to support the ~~U.S. government under the Biden administration, have begun to release~~price of oil ~~from the government controlled strategic reserves.~~amidst demand concerns, OPEC+ announced additional oil production cuts in April 2023. Further, Saudi Arabia announced voluntary oil production cuts in June 2023, which were extended through at least August 2023.

Alberta, Canada. In Canada, Western Canadian Select (WCS) crude is the benchmark price for our oil sands customers. Pricing for WCS is driven by several factors, including the underlying price for West Texas Intermediate (WTI) crude, the availability of transportation infrastructure (consisting of pipelines and crude by railcar), refinery blending requirements and governmental regulation. Historically, WCS has traded at a discount to WTI, creating a “WCS Differential,” due to transportation costs and capacity restrictions to move Canadian heavy oil production to refineries, primarily along the U.S. Gulf Coast. The WCS Differential has varied depending on the extent of transportation capacity availability.

Certain expansionary oil pipeline projects have the potential to both drive incremental demand for mobile assets and to improve take-away capacity for Canadian oil sands producers over the longer term. The Enbridge Line 3 replacement project was completed at the end of 2021 and the Trans Mountain Pipeline (TMX) is currently under construction and continues to progress towards completion. ~~The Canadian federal government acquired the~~ TMX ~~pipeline in 2018, approved the expansion of~~recently announced that the project ~~and~~ is ~~currently working through a revised construction timeline~~approximately 80% complete, with mechanical completion expected to ~~adjust for recent delays related to legal challenges,~~occur at the ~~COVID-19 pandemic, flooding along certain sections~~end of 2023, and the pipeline ~~corridor and seasonal wildfires. As a result,~~is expected to be in-service in the TMX pipeline construction has been delayed, and there is a risk that there could be future delays. Recent legal issues between the Canadian government and First Nation groups have been resolved for the time being and construction has resumed.first quarter of 2024.

WCS prices in the ~~third~~second quarter of ~~2022~~2023 averaged ~~$70.70~~$60.25 per barrel compared to an average of ~~$57.58~~$92.89 in the ~~third~~second quarter of ~~2021.~~2022. The WCS Differential ~~increased~~decreased from ~~$14.12~~$27.62 per barrel at the end of the fourth quarter of ~~2021~~2022 to ~~$21.72~~$11.30 at the end of the ~~third~~second quarter of ~~2022.~~2023. As of ~~October 21, 2022,~~July 24, 2023, the WTI price was ~~$86.65~~$63.14 and the WCS price was ~~$58.72,~~$78.89, resulting in a WCS Differential of ~~$27.93.~~$15.75.

~~pandemic levels in 2022.~~ Although oil prices reached multi-year highs in the first half of 2022, ~~there~~they fluctuated through the second half of 2022 and the first half of 2023. There is continued uncertainty around commodity price levels, including the impact of ~~COVID-19,~~ inflationary pressures, actions taken by OPEC+ to adjust production levels, geopolitical events such as the ongoing Russia/Ukraine conflict, and regulatory implications on such prices, which could cause our Canadian oil sands and pipeline customers to reduce production, delay expansionary and maintenance spending and defer additional investments in their oil sands assets.

We did not renew our expiring land lease associated with our McClelland Lake Lodge in Alberta, Canada, which expired in June 2023, ten years earlier than originally expected, in order to support our customer’s intent to mine the land where the lodge is located. In addition, the accompanying hospitality services contract at McClelland Lake Lodge expired in July 2023, however; we will continue to provide hospitality services to the customer at our other owned lodges through January 31, 2024 under a short-term take-or-pay commitment. Our assets will be demobilized and removed from the existing site by February 1,

2024. Based on ongoing discussions with customers in the region, our current assessment is there are no commercially viable opportunities that support the reinstallation of these assets in a different location within the Regional Municipality of Wood Buffalo. Accordingly, we are actively marketing these assets for new opportunities within Canada and the U.S. and have discussed with a number of parties. Based on our knowledge and understanding of the marketplace, we believe there is demand for these assets for sale or redeployment. Should our marketing efforts fail to identify an economic alternative, other options will be considered. Revenues for the full year 2022 associated with our McClelland Lake Lodge were approximately C$60 million. We expect to have further clarity on potential sales or redeployment opportunities for these assets as we move through 2023.

British Columbia, Canada. Our Sitka Lodge supports the LNG Canada project and related pipeline projects (see discussion below). From a macroeconomic standpoint, LNG demand has continued to grow, ~~despite the spread of COVID-19,~~ reinforcing the need for the global LNG industry to expand access to natural gas. Evolving government energy policies around the world have amplified support for cleaner energy supply, creating more opportunities for natural gas and LNG. The conflict between ~~Russia and~~ Russia/Ukraine has further highlighted the need for secure natural gas supply globally, particularly in Europe. Accordingly, additional investment in LNG supply will be needed to meet the resulting expected long-term LNG demand growth.

Currently, Western Canada does not have any operational LNG export facilities. LNG Canada (LNGC), a joint venture among Shell Canada Energy, an affiliate of Shell plc (40 percent), and affiliates of PETRONAS, through its wholly-owned entity, North Montney LNG Limited Partnership (25 percent), PetroChina (15 percent), Mitsubishi Corporation (15 percent) and Korea Gas Corporation (5 percent), is currently constructing a liquefaction and export facility in Kitimat, British Columbia (Kitimat LNG Facility). British Columbia LNG activity and related pipeline projects are a material driver of activity for our Sitka Lodge, as well as for our mobile assets, which are contracted to serve designated portions of the related pipeline construction activity. The actual timing of when revenue is realized from the Coastal GasLink (CGL) pipeline and Sitka Lodge contracts could be impacted by any delays in the construction of the Kitimat LNG Facility or the pipeline, such as protest blockades or COVID-19. OurWhile our current expectation is that our contracted commitments associated with the CGL pipeline project will be completed in ~~2023. Any~~the second half of 2023, any new delays in facility or pipeline construction may result in extensions to these dates.

In late March 2020, LNGC announced steps being taken to reduce the spread of COVID-19, including reduction of the workforce at the project site to essential personnel only. In late December 2020, British Columbia’s public health officer issued a health order limiting workforce size at all large industrial projects across the province, including LNGC. These actions resulted in reduced occupancy at our Sitka Lodge beginning in the second quarter of 2020. British Columbia's public health order was phased out in the second quarter of 2021. It was replaced with less restrictive requirements focused on monitoring, allowing workforces to return to their optimal sizes, which increased occupancy at our Sitka Lodge in the second half of 2021 and into 2022.

Australia.In Australia, ~~82%~~84% of our rooms are located in the Bowen Basin of Queensland, Australia and primarily serve met coal mines in that region. Met coal pricing and production growth in the Bowen Basin region is predominantly influenced by the level of global steel production, which decreased by ~~5.1%~~1.1% through ~~August 2022~~June 2023 compared to the same period of ~~2021. Analysts forecast steel production for 2022 to remain subdued for~~2022. The decrease was the ~~full year when compared to 2021, as a~~ result of continuing weakness in the Chinese residential sector, ~~and~~ slowing ~~global~~ growth due to ~~inflationary pressures.~~global monetary tightening and the continuation of the Russia/Ukraine conflict. As of ~~October 21, 2022,~~July 24, 2023, met coal spot prices were ~~$285~~$234.65 per ~~metric~~ tonne. Steel output for 2023 is ~~forecast~~expected to ~~improve marginally through 2024, with large infrastructure rollouts in a number of major economies including the U.S. and India.~~remain at similar levels to 2022.

~~The Chinese embargo on Australian coal continues. However, Australian~~Following historic highs in early 2022, met coal ~~producers~~prices have ~~found new markets, including India~~since stabilized and ~~Europe, for their premium product. This led to a rebalancing~~were further supported in the first half of ~~the market globally~~2023 with seasonal weather-related supply interruptions in ~~2021, with China relying on domestic production along with increased~~Australia. Analysts forecast met coal ~~imports from the U.S., Canada and Mongolia. With the historical backdrop of strong steel demand and met coal supply constraints, the spot price for met coal surged~~prices to ~~record highs~~face downward pressure through the second half of ~~2021 into early 2022. Since~~2023 with supply recovery and weaker demand sentiment impacted by the ~~historic highs in early 2022,~~global financial markets. Downward pressure on prices ~~have stabilized with weather-related supply interruptions in Australia offset by weakening steel demand. Analysts forecast the current stable prices to rise~~could accelerate in the ~~fourth quarter 2022 due to higher~~short term if demand in India and supply pressure related La Niña impacts in Australia’s production. Analysts are forecasting prices to remain close to $250 into 2023, though volatility with both supply and demand drivers could impact prices and drive them higher or lower.China worsens.

Civeo's activity in Western Australia is driven primarily by iron ore production, which is a key steel-making ingredient. ~~Through~~Iron ore prices have stabilized in early 2023 after fluctuating in the second half of 2021, with forced cuts in Chinese steel production, prices retreated from the peaks experienced in mid-2021. Iron ore prices remained stable through early 2022 and fell to just below $100 during the third quarter of 2022 with a slowdown in steel production.2022. As of ~~October 20, 2022,~~July 21, 2023, iron ore spot prices were ~~$87.84~~$111.32 per ~~metric~~ tonne. Analysts ~~anticipate that infrastructure-led construction activity~~forecast Chinese steel production in ~~China~~2023 to be at similar levels to 2022 and ~~other large world economies will continue to stabilize prices at current levels, though residential activity~~expect forecast iron ore pricing in ~~China remains subdued. Analysts forecast pricing through~~ 2023 to remain between ~~$90~~$100 and ~~$110.~~$115.

~~U.S.~~Other. In ~~September,~~the first quarter of 2023, we sold our U.S. Acadian Acres lodge assets. In addition, in the second half of 2022, we sold both our U.S. wellsite services ~~business.~~and offshore businesses. Our remaining U.S. business supports ~~offshore oil and gas activities in the Gulf of Mexico,~~ completion activity in the ~~Bakken and construction and turnaround work in the Louisiana industrial area. All these activities are primarily tied to WTI oil prices in the U.S. market. In 2020, the~~Bakken. U.S. oil rig count and associated completion activity decreased due to COVID-19 and the global oil price decline discussed above. Only 267 oil rigs were active at the end of 2020. With the recovery of oil prices, oil rig count and drilling activity have recovered substantially, with 604 oil rigs active at the end of the third quarter 2022. The increase in the U.S. rig count and oil prices has only resulted in slight increases to U.S. oil production from an average of 11.3 million barrels per day in 2021 to an average of 11.8 million barrels per day at the end of July 2022. As of October 21, 2022, there were 612 active oil rigs in the U.S. (as measured by Bakerhughes.com). U.S. oil drilling and completion activity will continue to be impacted by oil prices, pipeline capacity, federal energy policies and availability of capital to support exploration and production ~~(E&P) drilling and~~ completion plans. In addition, consolidation among our E&P customer base in the U.S. has historically created short-term spending and activity dislocations. Should the current trend of industry consolidation continue, we may see activity, utilization and occupancy declines in the near term.


		Average Price (1)									Average Price (1)
Quarter ended	Quarter ended	WTI Crude (per bbl)		WCS Crude (per bbl)		Hard Coking Coal (Met Coal) (per tonne)		Iron Ore (per tonne)		Quarter ended	WTI Crude (per bbl)		WCS Crude (per bbl)		Hard Coking Coal (Met Coal) (per tonne)		Iron Ore (per tonne)
Fourth Quarter through October 21, 2022		$	87.20	$	59.78	$	279.41	$	92.31
Third Quarter through July 24, 2023										Third Quarter through July 24, 2023	$	75.02	$	62.50	$	232.28	$	109.43
6/30/2023										6/30/2023	73.54		60.25		243.54		106.98
3/31/2023										3/31/2023	75.96		56.61		341.08		117.08
12/31/2022										12/31/2022	82.82		54.72		276.19		94.93
9/30/2022	9/30/2022	91.63		70.70		252.63		99.21		9/30/2022	91.63		70.70		252.63		99.21
6/30/2022	6/30/2022	108.77		92.89		464.61		128.80		6/30/2022	108.77		92.89		464.61		128.80
3/31/2022	3/31/2022	95.17		82.04		474.83		129.46		3/31/2022	95.17		82.04		474.83		129.46
12/31/2021		77.31		60.84		371.95		104.88
9/30/2021		70.54		57.58		258.41		164.90
6/30/2021		66.19		53.27		136.44		195.97

Foreign Currency Exchange Rates. Exchange rates between the U.S. dollar and each of the Canadian dollar and the Australian dollar influence our U.S. dollar reported financial results. Our business has historically derived the vast majority of its revenues and operating income (loss) in Canada and Australia. These revenues and profits/losses are translated into U.S. dollars for U.S. GAAP financial reporting purposes. The following tables summarize the fluctuations in the exchange rates between the U.S. dollar and each of the Canadian dollar and the Australian dollar:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022	2021	Change	Percentage	2022	2021	Change	Percentage		2023	2022	Change	Percentage	2023	2022	Change	Percentage
Average Canadian dollar to U.S. dollar	Average Canadian dollar to U.S. dollar	$0.766	$0.794	($0.03)	(3.5)%	$0.779	$0.799	($0.02)	(2.5)%	Average Canadian dollar to U.S. dollar	$0.745	$0.784	($0.04)	(5.0)%	$0.742	$0.787	($0.04)	(5.7)%
Average Australian dollar to U.S. dollar	Average Australian dollar to U.S. dollar	$0.683	$0.735	($0.05)	(7.1)%	$0.707	$0.759	($0.05)	(6.8)%	Average Australian dollar to U.S. dollar	$0.668	$0.715	($0.05)	(6.6)%	$0.676	$0.719	($0.04)	(6.0)%


		As of					As of
		September 30, 2022	December 31, 2021	Change	Percentage		June 30, 2023	December 31, 2022	Change	Percentage
Canadian dollar to U.S. dollar	Canadian dollar to U.S. dollar	$0.730	$0.789	($0.06)	(7.5)%	Canadian dollar to U.S. dollar	$0.755	$0.738	$0.02	2.3%
Australian dollar to U.S. dollar	Australian dollar to U.S. dollar	$0.648	$0.726	($0.08)	(10.7)%	Australian dollar to U.S. dollar	$0.666	$0.679	($0.01)	(2.0)%

Capital Expenditures. We continue to monitor the global economy, commodity prices, demand for crude oil, met coal, LNG and iron ore, inflation ~~the COVID-19 global pandemic and the responses thereto~~ and the resultant impact on the capital spending plans of our customers in order to plan our business activities. We currently expect that our ~~2022~~2023 capital expenditures will be in the range of approximately ~~$24~~$35 million to ~~$29~~$40 million, compared to ~~2021~~2022 capital expenditures of ~~$15.6~~$25.4 million. ~~We previously increased 2022~~The 2023 capital expenditures ~~estimates primarily as~~include $10 million related to village enhancements in Australia, for which our customer will reimburse us, resulting in a ~~result of recently awarded contracts for our Wapasu Lodge~~net negligible cash flow impact in ~~Canada and our Australian integrated services business in Western Australia.~~2023. We may adjust our capital expenditure plans in the future as we continue to monitor customer activity.

We have agreed to not renew an expiring land lease associated with our McClelland Lake Lodge in Alberta, Canada, which currently expires in June 2023, to support our customer’s intent to mine the land where the lodge currently resides. We are currently working with the customer to (i) secure an alternative site for the lodge and (ii) obtain a contract to economically justify the cost of moving and reinstalling the lodge assets. However, we can provide no assurances that we will reach an agreement on a satisfactory contract to support the future utilization of the McClelland assets and the resulting impact could negatively affect our results of operations, financial condition and cash flows. We are in preliminary discussions with potential strategic joint venture partners that would participate in both the economics of relocating the lodge and its ongoing ownership. We expect to have further clarity on any potential contract associated with our McClelland Lake Lodge in the first half of 2023.


		Three Months Ended September 30,							Three Months Ended June 30,
		2022		2021		Change			2023		2022		Change

		($ in thousands)							($ in thousands)
Revenues
Revenues:								Revenues:
Canada	Canada	$	103,009	$	84,057	$	18,952	Canada	$	95,470	$	109,023	$	(13,553)
Australia	Australia	73,805		65,118		8,687		Australia	82,544		67,820		14,724
U.S. and other		7,413		5,888		1,525
Other								Other	829		8,111		(7,282)
Total revenues	Total revenues	184,227		155,063		29,164		Total revenues	178,843		184,954		(6,111)
Costs and expenses
Costs and expenses:								Costs and expenses:
Cost of sales and services	Cost of sales and services							Cost of sales and services
Canada	Canada	72,878		59,214		13,664		Canada	71,845		75,009		(3,164)
Australia	Australia	53,333		46,374		6,959		Australia	58,545		47,692		10,853
U.S. and other		7,285		5,842		1,443
Other								Other	1,035		7,352		(6,317)
Total cost of sales and services	Total cost of sales and services	133,496		111,430		22,066		Total cost of sales and services	131,425		130,053		1,372
Selling, general and administrative expenses	Selling, general and administrative expenses	17,677		17,320		357		Selling, general and administrative expenses	16,459		17,682		(1,223)
Depreciation and amortization expense	Depreciation and amortization expense	22,608		20,282		2,326		Depreciation and amortization expense	20,701		23,083		(2,382)

Other operating (income) expense		(339)		21		(360)
Other operating expense (income)								Other operating expense (income)	86		(106)		192
Total costs and expenses	Total costs and expenses	173,442		149,053		24,389		Total costs and expenses	168,671		170,712		(2,041)
Operating income	Operating income	10,785		6,010		4,775		Operating income	10,172		14,242		(4,070)

Interest expense, net	Interest expense, net	(2,988)		(3,582)		594		Interest expense, net	(3,554)		(2,606)		(948)
Other income	Other income	2,179		364		1,815		Other income	427		415		12
Income before income taxes	Income before income taxes	9,976		2,792		7,184		Income before income taxes	7,045		12,051		(5,006)
Income tax expense	Income tax expense	(3,713)		(1,770)		(1,943)		Income tax expense	(2,878)		(1,821)		(1,057)
Net income	Net income	6,263		1,022		5,241		Net income	4,167		10,230		(6,063)
Less: Net income attributable to noncontrolling interest		546		478		68
Less: Net income (loss) attributable to noncontrolling interest								Less: Net income (loss) attributable to noncontrolling interest	(296)		662		(958)
Net income attributable to Civeo Corporation	Net income attributable to Civeo Corporation	5,717		544		5,173		Net income attributable to Civeo Corporation	4,463		9,568		(5,105)
Less: Dividends attributable to preferred shares	Less: Dividends attributable to preferred shares	492		482		10		Less: Dividends attributable to preferred shares	—		490		(490)
Net income attributable to Civeo common shareholders	Net income attributable to Civeo common shareholders	$	5,225	$	62	$	5,163	Net income attributable to Civeo common shareholders	$	4,463	$	9,078	$	(4,615)

Revenues. Consolidated revenues ~~increased $29.2~~decreased $6.1 million, or ~~19%~~3%, in the ~~third~~second quarter of ~~2022~~2023 compared to the ~~third~~second quarter of ~~2021.~~2022. This ~~increase~~decrease was primarily due to (i) higher billed rooms at our Canadian lodges related to turnaround activities by a number of customers, (ii) higher average daily rate at our Canadian lodges largely due to occupancy mix, (iii) increaseddecreased mobile asset activity from pipeline projects in Canada, ~~(iv) increased activity~~(ii) lower billed rooms at our ~~Civeo owned villages~~Canadian lodges, (iii) reduced activity in the ~~Australian Bowen~~U.S. operations due to the sale of our wellsite and ~~Gunnedah Basins~~offshore businesses in the second half of 2022 and ~~(v) increased activity at our Australian integrated services villages in Western Australia. These items were partially offset by~~(iv) a weaker Australian and Canadian dollar relative to the U.S. dollar in the ~~third~~second quarter of ~~2022~~2023 compared to the ~~third~~second quarter of ~~2021.~~2022. These items were partially offset by (i) increased activity at our integrated services villages in Western Australia with billed rooms up 33% period-over-period and (ii) increased occupancy at our Civeo owned villages in the Australian Bowen and Gunnedah Basins with billed rooms up 16% period-over-period. See the discussion of segment results of operations below for further information.

Cost of Sales and Services. Our consolidated cost of sales and services increased ~~$22.1~~$1.4 million, or ~~20%~~1%, in the ~~third~~second quarter of ~~2022~~2023 compared to the ~~third~~second quarter of ~~2021.~~2022. This increase was primarily due to (i) ~~higher billed rooms at our Canadian lodges, (ii)~~ increased ~~mobile asset activity from pipeline projects in Canada, (iii) increased activity~~occupancy at our Civeo owned villages in the Australian Bowen and Gunnedah Basins, ~~and (iv)~~(ii) increased activity at our ~~Australian~~ integrated services villages in Western ~~Australia.~~Australia and (iii) increased operating costs due to inflationary pressures in Canada. These items were partially offset by (i) reduced activity in the U.S. operations due to the sale of our wellsite and offshore businesses in the second half of 2022, (ii) lower costs related to reduced mobile asset activity in Canada, (iii) reduced lodge occupancy in Canada and (iv) a weaker

Selling, General and Administrative Expenses. SG&A expense ~~increased $0.4~~decreased $1.2 million, or 2%7%, in the ~~third~~second quarter of ~~2022~~2023 compared to the ~~third~~second quarter of ~~2021.~~2022. This ~~increase~~decrease was primarily due to lower incentive compensation costs, lower share-based compensation expense and a weaker Australian and Canadian dollar relative to the U.S. dollar in the second quarter of 2023 compared to the second quarter of 2022. The decrease in share-based compensation expense was due to a relative decrease in our stock price during 2023 compared to 2022. These items were partially offset by higher information technology ~~expense and travel and entertainment~~ expense. ~~This~~The increase in information technology expense was related to ongoing investment in our newly implemented human capital management (HCM) system and set-up costs incurred in a cloud computing arrangement for ~~our newly implemented human capital management~~the HCM system, which are being amortized through SG&A expense instead of depreciation and amortization expense. The increase in travel and entertainment expenses was largely a result of a return to more normalized travel expenses with the lifting of travel restrictions associated with COVID-19. These items were partially offset by lower incentive compensation costs and a weaker Australian and Canadian dollar relative to the U.S. dollar in the third quarter of 2022 compared to the third quarter of 2021.

Depreciation and Amortization Expense. Depreciation and amortization expense ~~increased $2.3~~decreased $2.4 million, or ~~11%~~10%, in the ~~third~~second quarter of ~~2022~~2023 compared to the ~~third~~second quarter of ~~2021.~~2022. The ~~increase~~decrease was primarily due to ~~shortening~~(i) the ~~lives on~~sale of our wellsite and offshore businesses in the U.S. in the second half of 2022, (ii) certain assets ~~in Canada, partially offset by certain assets in Canada~~ becoming fully depreciated ~~during 2021 and the disposal of our West Permian Lodge~~in Canada in the ~~U.S. during 2021. In addition,~~second quarter of 2023 and (iii) lower depreciation and amortization expense ~~decreased~~ due to a weaker Australian and Canadian dollar relative to the U.S. dollar in the ~~third~~second quarter of ~~2022~~2023 compared to the ~~third~~second quarter of ~~2021.~~2022.

Income Tax (Expense) Benefit. Our income tax expense for the three months ended ~~September~~June 30, ~~2022~~2023 totaled ~~$3.7~~$2.9 million, or ~~37.2%~~40.9% of pretax income, compared to an income tax expense of $1.8 million, or ~~63.4%~~15.1% of pretax income, for the three months ended ~~September~~June 30, ~~2021.~~2022. Our effective tax rate for each of the three months ended ~~September~~June 30, 2023 and 2022 was impacted by considering the U.S. a loss jurisdiction that was removed from the annual effective tax rate computation for purposes of computing the interim tax provision. For the three months ended September 30, 2021, our effective tax rate was impacted by considering Canada and the U.S. loss jurisdictions that were removed from the annual effective tax rate computation for purposes of computing the interim tax provision. Additionally, under Accounting Standards Codification 740-270, “Accounting for Income Taxes,” the quarterly tax provision is based on our current estimate of the annual effective tax rate less the prior quarter’s year to date provision.

Other Comprehensive (Loss) Income. Other comprehensive ~~loss~~income increased ~~$8.5~~$22.1 million in the ~~third~~second quarter of ~~2022~~2023 compared to the ~~third~~second quarter of ~~2021,~~2022, primarily as a result of foreign currency translation adjustments due to changes in the Canadian and Australian dollar exchange rates compared to the U.S. dollar. The Canadian dollar exchange rate compared to the U.S. dollar ~~decreased 6%~~increased 2% in the ~~third~~second quarter of ~~2022~~2023 compared to a 3% decrease in the ~~third~~second quarter of ~~2021.~~2022. The Australian dollar exchange rate compared to the U.S. dollar decreased 6%1% in the ~~third~~second quarter of ~~2022~~2023 compared to a 4%8% decrease in the ~~third~~second quarter of ~~2021.~~2022.


		Three Months Ended September 30,										Three Months Ended June 30,
		2022			2021			Change				2023			2022			Change
Revenues ($ in thousands)	Revenues ($ in thousands)										Revenues ($ in thousands)
Accommodation revenue (1)	Accommodation revenue (1)	$	72,724		$	60,511		$	12,213		Accommodation revenue (1)	$	72,355		$	79,431		$	(7,076)
Mobile facility rental revenue (2)	Mobile facility rental revenue (2)	25,283			19,075			6,208			Mobile facility rental revenue (2)	17,407			24,058			(6,651)
Food service and other services revenue (3)	Food service and other services revenue (3)	5,002			4,471			531			Food service and other services revenue (3)	5,708			5,534			174

Total revenues	Total revenues	$	103,009		$	84,057		$	18,952		Total revenues	$	95,470		$	109,023		$	(13,553)

Cost of sales and services ($ in thousands)	Cost of sales and services ($ in thousands)										Cost of sales and services ($ in thousands)
Accommodation cost	Accommodation cost	$	50,308		$	41,470		$	8,838		Accommodation cost	$	52,431		$	53,108		$	(677)
Mobile facility rental cost	Mobile facility rental cost	15,597			11,144			4,453			Mobile facility rental cost	11,598			14,458			(2,860)
Food service and other services cost	Food service and other services cost	4,447			4,007			440			Food service and other services cost	5,060			4,976			84

Indirect other costs	Indirect other costs	2,526			2,593			(67)			Indirect other costs	2,756			2,467			289
Total cost of sales and services	Total cost of sales and services	$	72,878		$	59,214		$	13,664		Total cost of sales and services	$	71,845		$	75,009		$	(3,164)

Gross margin as a % of revenues	Gross margin as a % of revenues	29.3		%	29.6		%	(0.3)		%	Gross margin as a % of revenues	24.7		%	31.2		%	(6.5)		%

Average daily rate for lodges (4)	Average daily rate for lodges (4)	$	99		$	98		$	1		Average daily rate for lodges (4)	$	100		$	103		$	(3)

Total billed rooms for lodges (5)	Total billed rooms for lodges (5)	730,708			613,017			117,691			Total billed rooms for lodges (5)	724,299			771,267			(46,968)

Average Canadian dollar to U.S. dollar	Average Canadian dollar to U.S. dollar	$	0.766		$	0.794		$	(0.028)		Average Canadian dollar to U.S. dollar	$	0.745		$	0.784		$	(0.039)

Our Canadian segment reported revenues in the ~~third~~second quarter of ~~2022~~2023 that were ~~$19.0~~$13.6 million, or ~~23%~~12%, ~~higher~~lower than the ~~third~~second quarter of ~~2021.~~2022. The weakening of the average exchange rate for the Canadian dollar relative to the U.S. dollar by 3%5.0% in the ~~third~~second quarter of 2023 compared to the second quarter of 2022 ~~compared to the third quarter of 2021~~ resulted in a ~~$3.7~~$5.1 million period-over-period decrease in revenues. Excluding the impact of the weaker Canadian exchange rate, the ~~increase~~revenue decrease was driven by (i) ~~higher billed rooms at our lodges related to turnaround activities by a number of customers, (ii) a higher average daily rate at our lodges largely due to occupancy mix and (iii) increased~~reduced mobile asset activity from pipeline ~~projects.~~projects and (ii) lower billed rooms at our lodges.

Our Canadian segment cost of sales and services ~~increased $13.7~~decreased $3.2 million, or ~~23%~~4%, in the ~~third~~second quarter of ~~2022~~2023 compared to the ~~third~~second quarter of ~~2021.~~2022. The weakening of the average exchange rate for the Canadian dollar relative to the U.S. dollar by 3%5.0% in the ~~third~~second quarter of 2023 compared to the second quarter of 2022 ~~compared to the third quarter of 2021~~ resulted in a ~~$2.6~~$3.8 million period-over-period decrease in cost of sales and services. Excluding the impact of the weaker Canadian exchange rate, the increase in cost of sales and services was driven by increased ~~occupancy~~operating costs at our lodges ~~and~~due to inflationary pressures, partially offset by ~~increased~~(i) lower costs related to the reduced mobile asset activity ~~from pipeline projects.~~and (ii) reduced lodge occupancy.


		Three Months Ended September 30,										Three Months Ended June 30,
		2022			2021			Change				2023			2022			Change
Revenues ($ in thousands)	Revenues ($ in thousands)										Revenues ($ in thousands)
Accommodation revenue (1)	Accommodation revenue (1)	$	38,316		$	38,104		$	212		Accommodation revenue (1)	$	44,342		$	39,052		$	5,290
Food service and other services revenue (2)	Food service and other services revenue (2)	35,489			27,014			8,475			Food service and other services revenue (2)	38,202			28,768			9,434
Total revenues	Total revenues	$	73,805		$	65,118		$	8,687		Total revenues	$	82,544		$	67,820		$	14,724

Cost of sales and services ($ in thousands)	Cost of sales and services ($ in thousands)										Cost of sales and services ($ in thousands)
Accommodation cost	Accommodation cost	$	17,818		$	18,351		$	(533)		Accommodation cost	$	20,948		$	18,840		$	2,108
Food service and other services cost	Food service and other services cost	33,465			26,007			7,458			Food service and other services cost	35,372			27,008			8,364
Indirect other cost	Indirect other cost	2,050			2,016			34			Indirect other cost	2,225			1,844			381
Total cost of sales and services	Total cost of sales and services	$	53,333		$	46,374		$	6,959		Total cost of sales and services	$	58,545		$	47,692		$	10,853

Gross margin as a % of revenues	Gross margin as a % of revenues	27.7		%	28.8		%	(1.0)		%	Gross margin as a % of revenues	29.1		%	29.7		%	(0.6)		%

Average daily rate for villages (3)	Average daily rate for villages (3)	$	73		$	78		$	(5)		Average daily rate for villages (3)	$	75		$	77		$	(2)

Total billed rooms for villages (4)	Total billed rooms for villages (4)	525,359			491,218			34,141			Total billed rooms for villages (4)	587,855			505,310			82,545

Australian dollar to U.S. dollar	Australian dollar to U.S. dollar	$	0.683		$	0.735		$	(0.052)		Australian dollar to U.S. dollar	$	0.668		$	0.715		$	(0.047)

Our Australian segment reported revenues in the ~~third~~second quarter of ~~2022~~2023 that were ~~$8.7~~$14.7 million, or ~~13%~~22%, higher than the ~~third~~second quarter of ~~2021.~~2022. The weakening of the average exchange rate for Australian dollars relative to the U.S. dollar by 7%6.6% in the ~~third~~second quarter of 2023 compared to the second quarter of 2022 ~~compared to the third quarter of 2021~~ resulted in a ~~$5.5~~$5.7 million period-over-period decrease in revenues. On a constant currency basis, the Australian segment experienced a ~~22%~~30% period-over-period increase in revenues. Excluding the impact of the weaker Australian exchange rate, the increase in the Australian segment was driven by increased activity at our Civeo owned villages in the Bowen Basin and Gunnedah ~~Basins~~Basin and our integrated services ~~sites~~villages in Western Australia.

Our Australian segment cost of sales and services increased ~~$7.0~~$10.9 million, or ~~15%~~23%, in the ~~third~~second quarter of ~~2022~~2023 compared to the ~~third~~second quarter of ~~2021.~~2022. The weakening of the average exchange rate for Australian dollars relative to the U.S. dollar by 7%6.6% in the ~~third~~second quarter of ~~2022~~2023 compared to the ~~third~~second quarter of ~~2021~~2022 resulted in a $4.0 million period-over-period decrease in cost of sales and services. Excluding the impact of the weaker Australian exchange rate, the increase in cost of sales and services was largely driven by increased ~~activity~~occupancy at our ~~Civeo~~Bowen Basin and Gunnedah Basin owned villages ~~in the Bowen and Gunnedah Basins~~ and our integrated services ~~sites~~villages in Western Australia.

~~Our U.S. segment reported revenues in the third quarter of 2022 that were $1.5 million, or 26%, higher than the third quarter of 2021.~~ This ~~increase~~decrease was ~~due to greater U.S. drilling activity positively impacting our wellsite business in July and August,~~ partially offset by ~~reduced revenue due to the sale of this business on September 1, 2022. In addition, the offshore business had increased activity from completed projects and unit sales~~improved margins at Civeo owned villages in the ~~third~~Bowen Basin and Gunnedah Basin as a result of increased activity. Additionally, we experienced improved margins at our integrated services villages resulting from the renegotiation of rates on a material contract, which included an approximate $1.5 million adjustment recognized in the second quarter of 2022 that did not occur to the same extent in the third quarter of 2021. These increases were partially offset by the reduced revenue from our former West Permian Lodge, which operated in the third quarter of 2021 and was sold in the fourth quarter of 2021.


		Nine Months Ended September 30,							Six Months Ended June 30,
		2022		2021		Change			2023		2022		Change

		($ in thousands)							($ in thousands)
Revenues
Revenues:								Revenues:
Canada	Canada	$	307,984	$	229,223	$	78,761	Canada	$	184,923	$	204,975	$	(20,052)
Australia	Australia	205,154		188,774		16,380		Australia	159,533		131,349		28,184
U.S. and other		21,721		16,672		5,049
Other								Other	1,978		14,308		(12,330)
Total revenues	Total revenues	534,859		434,669		100,190		Total revenues	346,434		350,632		(4,198)
Costs and expenses
Costs and expenses:								Costs and expenses:
Cost of sales and services	Cost of sales and services							Cost of sales and services
Canada	Canada	223,093		168,441		54,652		Canada	145,750		150,215		(4,465)
Australia	Australia	145,539		134,172		11,367		Australia	116,853		92,206		24,647
U.S. and other		20,760		16,629		4,131
Other								Other	2,336		13,475		(11,139)
Total cost of sales and services	Total cost of sales and services	389,392		319,242		70,150		Total cost of sales and services	264,939		255,896		9,043
Selling, general and administrative expenses	Selling, general and administrative expenses	50,572		46,204		4,368		Selling, general and administrative expenses	32,649		32,895		(246)
Depreciation and amortization expense	Depreciation and amortization expense	65,818		62,928		2,890		Depreciation and amortization expense	42,363		43,210		(847)
Impairment expense		—		7,935		(7,935)
Other operating (income) expense		(187)		122		(309)

Other operating expense								Other operating expense	215		152		63
Total costs and expenses	Total costs and expenses	505,595		436,431		69,164		Total costs and expenses	340,166		332,153		8,013
Operating income (loss)		29,264		(1,762)		31,026
Operating income								Operating income	6,268		18,479		(12,211)

Interest expense, net	Interest expense, net	(8,062)		(10,343)		2,281		Interest expense, net	(7,178)		(5,074)		(2,104)
Other income	Other income	4,290		6,066		(1,776)		Other income	2,877		2,111		766
Income (loss) before income taxes		25,492		(6,039)		31,531
Income before income taxes								Income before income taxes	1,967		15,516		(13,549)
Income tax expense	Income tax expense	(7,091)		(2,354)		(4,737)		Income tax expense	(4,111)		(3,378)		(733)
Net income (loss)	Net income (loss)	18,401		(8,393)		26,794		Net income (loss)	(2,144)		12,138		(14,282)
Less: Net income attributable to noncontrolling interest		1,706		534		1,172
Less: Net income (loss) attributable to noncontrolling interest								Less: Net income (loss) attributable to noncontrolling interest	(254)		1,160		(1,414)
Net income (loss) attributable to Civeo Corporation	Net income (loss) attributable to Civeo Corporation	16,695		(8,927)		25,622		Net income (loss) attributable to Civeo Corporation	(1,890)		10,978		(12,868)
Less: Dividends attributable to preferred shares	Less: Dividends attributable to preferred shares	1,469		1,440		29		Less: Dividends attributable to preferred shares	—		977		(977)
Net income (loss) attributable to Civeo common shareholders	Net income (loss) attributable to Civeo common shareholders	$	15,226	$	(10,367)	$	25,593	Net income (loss) attributable to Civeo common shareholders	$	(1,890)	$	10,001	$	(11,891)

We reported net loss attributable to Civeo for the six months ended June 30, 2023 of $1.9 million, or $0.13 per diluted shares compared to net income attributable to Civeo for the ~~nine~~six months ended ~~September~~June 30, 2022 of ~~$15.2~~$10.0 million, or ~~$0.91~~$0.60 per diluted ~~share compared to net loss attributable to Civeo for the nine months ended September 30, 2021 of $10.4 million, or $0.73 per diluted~~ share. ~~As further discussed below, net loss for the nine months ended September 30, 2021 included a $7.9 million pre-tax loss resulting from the impairment of fixed assets included in Impairment expense.~~

Revenues. Consolidated revenues ~~increased $100.2~~decreased $4.2 million, or ~~23%~~3%, in the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. This ~~increase~~decrease was primarily driven by (i) higher billed rooms at our Canadian lodges as occupancy in the first nine months of 2021 was negatively impacted by the COVID-19 pandemic, (ii) higher average daily rate at our Canadian lodges largely due to ~~occupancy mix, (iii) increased~~(i) decreased mobile asset activity from pipeline projects in Canada, ~~(iv) increased activity~~(ii) lower billed rooms at our ~~Australian Civeo owned villages~~Canadian lodges, (iii) reduced activity in the ~~Bowen~~U.S. operations due to the sale of our wellsite and ~~Gunnedah Basins~~offshore businesses in the second half of 2022 and ~~(v) increased activity at our integrated services villages in Western Australia. These items were partially offset by~~(iv) a weaker Australian and Canadian dollar relative to the U.S. dollar in the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. These items were partially offset by increased occupancy at our Civeo owned villages in the Australian Bowen and Gunnedah Basins and increased activity at our integrated services villages in Western Australia. See the discussion of segment results of operations below for further information.

Cost of Sales and Services. Our consolidated cost of sales and services increased ~~$70.2~~$9.0 million, or ~~22%~~4%, in the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. This increase was primarily due to (i) ~~higher billed rooms~~increased occupancy at our ~~Canadian lodges, (ii) increased mobile asset activity from pipeline projects in Canada, (iii) increased activity at our Australian~~ Civeo owned villages in the Australian Bowen and Gunnedah Basins, ~~and (iv)~~(ii) increased activity at our integrated services villages in Western Australia and (iii) increased operating costs due to inflationary pressures in Canada and Australia. These items were partially offset by (i) reduced activity in the U.S. operations due to the sale of our wellsite and offshore businesses in the second half of 2022, (ii) lower costs related to reduced mobile asset activity in Canada, (iii) reduced lodge occupancy in Canada and (iv) a weaker Australian and Canadian dollar relative to the U.S. dollar in the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. See the discussion of segment results of operations below for further information.

Selling, General and Administrative ~~Expenses~~Expenses.. SG&A expense ~~increased $4.4~~decreased $0.2 million, or 9%1%, in the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. This ~~increase~~decrease was primarily due to ~~higher~~lower share-based compensation expense, ~~travel~~lower incentive compensation costs and ~~entertainment expense~~a weaker Australian and ~~information technology expense.~~Canadian dollar relative to the U.S. dollar in the six months ended June 30, 2023 compared to the six months ended June 30, 2022. The ~~increase~~decrease in share-based compensation expense was due to a relative ~~increase~~decrease in our stock price during ~~the nine months ended September 30, 2022~~2023 compared to ~~the nine months ended September 30, 2021.~~2022. These items were partially offset by higher compensation expense and information technology expense. The increase in compensation expense was primarily due to increased staff and recruitment costs. The increase in information technology expense was related to ongoing investment in our newly implemented HCM system and set-up costs incurred in a cloud computing arrangement for ~~our newly implemented human capital management~~the HCM system, which are being amortized through SG&A expense instead of depreciation and amortization expense. ~~The increase in travel and entertainment expenses was largely a result of a return to more normalized travel expenses with the lifting of travel restrictions associated with COVID-19.~~

Depreciation and Amortization Expense. Depreciation and amortization expense ~~increased $2.9~~decreased $0.8 million, or 5%2%, in the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The ~~increase~~decrease was primarily due to (i) the sale of our wellsite and offshore businesses in the U.S. in the second half of 2022, (ii) certain assets becoming fully depreciated in Canada in the second quarter of 2023 and (iii) lower depreciation and amortization expense due to a weaker Australian and Canadian dollar relative to the U.S. dollar in the six months ended June 30, 2023 compared to the six months ended June 30, 2022. This was partially offset by the shortening of the useful lives on certain assets in Canada, ~~partially offset by assets in Canada becoming fully depreciated during 2021 and~~including the ~~disposal of our West Permian Lodge in the U.S. during 2021.~~McClelland Lake Lodge.

Operating ~~Income (Loss).~~Income. Consolidated operating income ~~increased $31.0~~decreased $12.2 million, or ~~1,761%~~66%, in the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, primarily due to ~~higher activity levels~~increased operating costs due to inflationary pressures in Canada and Australia and reduced mobile asset activity in Canada in the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021 and lower impairment expense in Australia in the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021.~~2022.

Other Income. Consolidated other income ~~decreased $1.8~~increased $0.8 million in the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~nine~~six months ended ~~September 30, 2021. The nine months ended September~~June 30, 2022, ~~included gains~~primarily due to higher gain on the sale of assets ~~primarily~~ related to the sale of our ~~Kambalda village and undeveloped land holdings in Australia, our wellsite business~~Acadian Acres accommodation assets in the U.S. ~~and various mobile assets across Canada, Australia and~~in the ~~U.S. The nine~~six months ended ~~September~~June 30, ~~2021~~2023 compared to the six months ended June 30, 2022. The six months ended June 30, 2022 included ~~$3.5 million related to proceeds from the Canada Emergency Wage Subsidy (CEWS) and a lower~~ gain on the sale of assets primarily related to ~~the sale of a manufacturing facility and~~various mobile assets ~~in Canada.~~across Canada, Australia and the U.S.

Income Tax (Expense) Benefit. Our income tax expense for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 totaled ~~$7.1~~$4.1 million, or ~~27.8%~~209% of pretax income, compared to an income tax expense of ~~$2.4~~$3.4 million, or ~~(39.0)%~~22% of pretax ~~loss,~~income, for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. Our effective tax rate for each of the ~~nine~~six months ended ~~September~~June 30, 2023 and 2022 was impacted by considering the U.S. a loss jurisdiction that was removed from the annual effective tax rate computation for the purposes of computing the interim tax provision. Our effective tax rate for the nine months ended September 30, 2021 was impacted by considering Canada and the U.S. loss jurisdictions that were removed from the annual effective tax rate computation for ~~the~~ purposes of computing the interim tax provision.

Other Comprehensive (Loss) Income. Other comprehensive loss increased ~~$17.3~~$11.9 million in the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, primarily as a result of foreign currency translation adjustments due to changes in the Canadian and Australian dollar exchange rates compared to the U.S. dollar. The Canadian dollar exchange rate compared to the U.S. dollar ~~decreased 8%~~increased 2% in the ~~nine~~six months ended ~~September~~June 30, ~~2022 and was flat~~2023 compared to a 2% decrease in the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The Australian dollar exchange rate compared to the U.S. dollar decreased ~~11%~~2% in the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to a 7%5% decrease in the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.


		Nine Months Ended September 30,										Six Months Ended June 30,
		2022			2021			Change				2023			2022			Change
Revenues ($ in thousands)	Revenues ($ in thousands)										Revenues ($ in thousands)
Accommodation revenue (1)	Accommodation revenue (1)	$	219,349		$	176,800		$	42,549		Accommodation revenue (1)	$	136,583		$	146,625		$	(10,042)
Mobile facility rental revenue (2)	Mobile facility rental revenue (2)	73,359			38,240			35,119			Mobile facility rental revenue (2)	37,438			48,076			(10,638)
Food service and other services revenue (3)	Food service and other services revenue (3)	15,276			14,183			1,093			Food service and other services revenue (3)	10,902			10,274			628

Total revenues	Total revenues	$	307,984		$	229,223		$	78,761		Total revenues	$	184,923		$	204,975		$	(20,052)

Cost of sales and services ($ in thousands)	Cost of sales and services ($ in thousands)										Cost of sales and services ($ in thousands)
Accommodation cost	Accommodation cost	$	156,543		$	124,798		$	31,745		Accommodation cost	$	104,529		$	106,235		$	(1,706)
Mobile facility rental cost	Mobile facility rental cost	44,939			23,562			21,377			Mobile facility rental cost	26,100			29,342			(3,242)
Food service and other services cost	Food service and other services cost	13,782			12,583			1,199			Food service and other services cost	9,834			9,335			499

Indirect other costs	Indirect other costs	7,829			7,498			331			Indirect other costs	5,287			5,303			(16)
Total cost of sales and services	Total cost of sales and services	$	223,093		$	168,441		$	54,652		Total cost of sales and services	$	145,750		$	150,215		$	(4,465)

Gross margin as a % of revenues	Gross margin as a % of revenues	27.6		%	26.5		%	1.0		%	Gross margin as a % of revenues	21.2		%	26.7		%	(5.5)		%

Average daily rate for lodges (4)	Average daily rate for lodges (4)	$	102		$	97		$	5		Average daily rate for lodges (4)	$	98		$	104		$	(6)

Total billed rooms for lodges (5)	Total billed rooms for lodges (5)	2,137,530			1,816,407			321,123			Total billed rooms for lodges (5)	1,367,095			1,406,822			(39,727)

Average Canadian dollar to U.S. dollar	Average Canadian dollar to U.S. dollar	$	0.779		$	0.799		$	(0.020)		Average Canadian dollar to U.S. dollar	$	0.742		$	0.787		$	(0.045)

Our Canadian segment reported revenues in the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 that were ~~$78.8~~$20.1 million, or ~~34%~~10%, ~~higher~~lower than the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The weakening of the average exchange rate for the Canadian dollar relative to the U.S. dollar by 3%5.7% in the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 resulted in a ~~$8.2~~$11.1 million period-over-period decrease in revenues. Excluding the impact of the weaker Canadian exchange rate, the ~~increase~~revenue decrease was driven by (i) higher billed rooms at our lodges as occupancy in the first nine month of 2021 was negatively impacted by the COVID-19 pandemic, (ii) a higher average daily rate at our lodges largely due to occupancy mix and (iii) increasedreduced mobile asset activity from pipeline ~~projects.~~projects and (ii) lower billed rooms at our lodges.

Our Canadian segment cost of sales and services ~~increased $54.7~~decreased $4.5 million, or ~~32%~~3%, in the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The weakening of the average exchange rate for the Canadian dollar relative to the U.S. dollar by 3%5.7% in the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 resulted in a ~~$5.6~~$8.8 million period-over-period decrease in cost of sales and services. Excluding the impact of the weaker Canadian exchange rate, the increase in cost of sales and services was driven by increased ~~occupancy~~operating costs at our lodges ~~and increased~~due to inflationary pressures, partially offset by (i) lower costs related to the reduced mobile asset activity ~~from pipeline projects.~~and (ii) reduced lodge occupancy.

Our Canadian segment gross margin as a percentage of revenues ~~increased~~decreased from ~~26.5%~~26.7% in the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 to ~~27.6%~~21.2% in the ~~nine~~six months ended ~~September~~June 30, ~~2022.~~2023. This was primarily driven by ~~an increased relative contribution~~reduced margins at our lodges due to inflationary pressures and reduced margins from our mobile asset activity ~~which generates~~as certain higher ~~gross margin.~~margin components were recognized over the initial contract terms through late 2022, with 2023 representing continuing operations.


		Nine Months Ended September 30,										Six Months Ended June 30,
		2022			2021			Change				2023			2022			Change
Revenues ($ in thousands)	Revenues ($ in thousands)										Revenues ($ in thousands)
Accommodation revenue (1)	Accommodation revenue (1)	$	114,967		$	109,559		$	5,408		Accommodation revenue (1)	$	84,941		$	76,651		$	8,290
Food service and other services revenue (2)	Food service and other services revenue (2)	90,187			79,215			10,972			Food service and other services revenue (2)	74,592			54,698			19,894
Total revenues	Total revenues	$	205,154		$	188,774		$	16,380		Total revenues	$	159,533		$	131,349		$	28,184

Cost of sales and services ($ in thousands)	Cost of sales and services ($ in thousands)										Cost of sales and services ($ in thousands)
Accommodation cost	Accommodation cost	$	55,065		$	53,538		$	1,527		Accommodation cost	$	41,266		$	37,247		$	4,019
Food service and other services cost	Food service and other services cost	84,836			75,458			9,378			Food service and other services cost	71,234			51,371			19,863
Indirect other cost	Indirect other cost	5,638			5,176			462			Indirect other cost	4,353			3,588			765
Total cost of sales and services	Total cost of sales and services	$	145,539		$	134,172		$	11,367		Total cost of sales and services	$	116,853		$	92,206		$	24,647

Gross margin as a % of revenues	Gross margin as a % of revenues	29.1		%	28.9		%	0.1		%	Gross margin as a % of revenues	26.8		%	29.8		%	(3.0)		%

Average daily rate for villages (3)	Average daily rate for villages (3)	$	76		$	79		$	(3)		Average daily rate for villages (3)	$	76		$	78		$	(2)

Total billed rooms for villages (4)	Total billed rooms for villages (4)	1,505,143			1,382,182			122,961			Total billed rooms for villages (4)	1,110,568			979,784			130,784

Australian dollar to U.S. dollar	Australian dollar to U.S. dollar	$	0.707		$	0.759		$	(0.052)		Australian dollar to U.S. dollar	$	0.676		$	0.719		$	(0.043)

Our Australian segment reported revenues in the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 that were ~~$16.4~~$28.2 million, or 9%21%, higher than the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The weakening of the average exchange rate for Australian dollars relative to the U.S. dollar by 7%6.0% in the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 resulted in a ~~$15.1~~$10.3 million period-over-period decrease in revenues. On a constant currency basis, the Australian segment experienced a 29% period-over-period increase in revenues. Excluding the impact of the weaker Australian exchange rate, the increase in the Australian segment was driven by increased activity at our Civeo owned villages in the Bowen Basin and Gunnedah ~~Basins~~Basin and our integrated services villages in Western Australia.

Our Australian segment cost of sales and services increased ~~$11.4~~$24.6 million, or 8%27%, in the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The weakening of the average exchange rate for Australian dollars relative to the U.S. dollar by 7%6.0% in the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 resulted in a ~~$10.7~~$7.5 million period-over-period decrease in cost of sales and services. Excluding the impact of the weaker Australian exchange rate, the increase in cost of sales and services was largely driven by (i) increased ~~activity~~occupancy at our ~~Civeo~~Bowen Basin and Gunnedah Basin owned villages ~~in the Bowen and Gunnedah Basins~~ and our integrated services villages in Western ~~Australia.~~Australia and (ii) increased operating costs due to inflationary pressures.

Our Australian segment gross margin as a percentage of revenues ~~increased~~decreased to ~~29.1%~~26.8% in the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 from ~~28.9%~~29.8% in the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. This was primarily driven by ~~improved margins at Civeo owned villages in the Bowen and Gunnedah Basins as a result of increased activity, partially offset by~~an increased relative revenue contribution from our integrated services business, which has a service-only business model, and therefore generates lower overall gross margins than our accommodation ~~business.~~

Our primary liquidity needs are to fund capital expenditures, which in the past have included expanding and improving our hospitality services, developing new lodges and villages, purchasing or leasing land, and for general working capital needs. In addition, capital has been used to repay debt, repurchase our common shares and preferred shares and fund strategic business acquisitions. In the future, capital may be required to move lodges from one site to another. Historically, our primary sources of funds have been available cash, cash flow from operations, borrowings under our Credit Agreement and proceeds from equity issuances. In the future, we may seek to access the debt and equity capital markets from time to time to raise additional capital, increase liquidity, fund acquisitions or refinance ~~debt or retire preferred shares.~~debt.


		September 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
Lender commitments	Lender commitments	$	200,000	$	200,000	Lender commitments	$	200,000	$	200,000

Borrowings against revolving credit capacity	Borrowings against revolving credit capacity	(89,736)		(112,026)		Borrowings against revolving credit capacity	(120,999)		(102,505)
Outstanding letters of credit	Outstanding letters of credit	(1,352)		(1,439)		Outstanding letters of credit	(1,390)		(1,365)
Unused availability	Unused availability	108,912		86,535		Unused availability	77,611		96,130
Cash and cash equivalents	Cash and cash equivalents	8,361		6,282		Cash and cash equivalents	11,421		7,954
Total available liquidity	Total available liquidity	$	117,273	$	92,817	Total available liquidity	$	89,032	$	104,084

Cash totaling ~~$62.4~~$19.8 million was provided by operations during the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$63.2~~$23.6 million provided by operations during the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. During the ~~nine~~six months ended ~~September~~June 30, 2023 and 2022, ~~and 2021, $29.9~~$25.2 million and ~~$5.0~~$36.6 million was used in working capital, respectively. The ~~increase~~year-over-over decrease in cash used in working capital in ~~2022~~2023 compared to ~~2021~~2022 is largely due to a payment received from a customer for village enhancements in Australia, partially offset by the timing of ~~customer~~ payments ~~and revenue recognition as it relates to mobile asset activity in Canada~~ during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.

~~$17.5~~ $11.7 million and ~~$9.6~~$8.6 million during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Capital expenditures in both periods were primarily ~~maintenance related. Offsetting these capital expenditures, we~~related to maintenance. We received proceeds from the sale of property, plant and equipment of ~~$12.0~~$2.7 million during the ~~nine~~six months ended ~~September~~June 30, 2023 primarily related to the sale of our Acadian Acres accommodation assets in the U.S., compared to $3.3 million during the six months ended June 30, 2022 primarily related to the sale of ~~our Kambalda village and~~ undeveloped land holdings in Australia ~~unused corporate office space~~ and various ~~mobile assets in Canada and our wellsite business in the U.S., compared to $7.5 million during the nine months ended September 30, 2021 primarily related to the sale of our manufacturing facility and~~ mobile assets in Canada.

We expect our capital expenditures for ~~2022~~2023 to be in the range of ~~$24~~$35 million to ~~$29~~$40 million, which excludes any unannounced and uncommitted projects, the spending for which is contingent on obtaining customer contracts or commitments. ~~Our 2022 capital expenditures estimate includes the capital expenditures associated with our recently announced 12-year contract renewal for our Wapasu Lodge in the Canadian oil sands.~~ Whether planned expenditures will actually be spent in ~~2022~~2023 depends on industry conditions, project approvals and schedules, customer room commitments and project and construction timing. We expect to fund these capital expenditures with available cash, cash flow from operations and revolving credit borrowings under our Credit Agreement. The foregoing capital expenditure forecast does not include any funds for strategic acquisitions, which we could pursue should the transaction economics be attractive enough to us compared to the current capital allocation priorities of debt reduction and return of capital to shareholders. We continue to monitor the global economy, commodity prices, demand for crude oil, met coal, LNG and iron ore, inflation ~~the COVID-19 global pandemic and the responses thereto~~ and the resultant impact on the capital spending plans of our customers in order to plan our business activities, and we may adjust our capital expenditure plans in the future.

Net cash of ~~$53.1~~$6.9 million was used in financing activities during the ~~nine~~six months ended ~~September~~June 30, 2023 primarily due to term loan repayments of $14.9 million and repurchases of our common shares of $8.0 million, partially offset by net borrowings under our revolving credit facilities of $16.0 million. Net cash of $19.9 million was used in financing activities during the six months ended June 30, 2022 primarily due to net repayments under our revolving credit facilities of ~~$14.8~~$2.6 million, term loan repayments of ~~$23.1~~$15.8 million, repurchases of our common shares of ~~$14.2~~$0.5 million and payments to settle tax obligations on vested shares under our share-based compensation plans of $1.0 million. Net cash of $61.1 million was used in financing activities during the nine months ended September 30, 2021 primarily due to repayments of term loan borrowings of $117.6 million, payments to settle tax obligations on vested shares under our share-based compensation plans of $1.1 million, debt issuance costs of $4.4 million and repurchases of our common shares of $0.4 million, partially offset by net borrowings under our revolving credit facilities of $62.5 million.

We believe that cash on hand and cash flow from operations will be sufficient to meet our anticipated liquidity needs for the next 12 months. If our plans or assumptions change, including as a result of ~~the impact of COVID-19~~changes in our customers' capital spending or changes in the price of and demand for ~~oil,~~natural resources, or are inaccurate, or if we make acquisitions, we may need to raise additional capital. Acquisitions have been, and our management believes acquisitions will continue to be, an element of our long-term business strategy. The timing, size or success of any acquisition effort and the associated potential capital commitments are unpredictable and uncertain. We may seek to fund all or part of any such efforts with proceeds from debt and/or equity issuances or may issue equity directly to the sellers. Our ability to obtain capital for additional projects to implement our growth strategy over the longer term will depend on our future operating performance, financial condition and, more broadly, on the availability of equity and debt financing. Capital availability will be affected by prevailing conditions in our industry, the global economy, the global financial markets and other factors, many of which are beyond our control. In addition, any additional debt service requirements we take on could be based on higher interest rates and shorter maturities and could impose a significant burden on our results of operations and financial condition, and the issuance of additional equity securities could result in significant dilution to shareholders.

The declaration and amount of all potential future dividends will be at the discretion of our Board of Directors and will depend upon many factors, including our financial condition, results of operations, cash flows, prospects, industry conditions, capital requirements of our business, covenants associated with certain debt obligations, legal requirements, regulatory constraints, industry practice and other factors the Board deems relevant. In addition, our ability to pay cash dividends on common ~~or preferred~~ shares is limited by covenants in the Credit Agreement. Future agreements may also limit our ability to pay dividends, and we may incur incremental taxes if we are required to repatriate foreign earnings to pay such dividends. If we elect to pay dividends in the future, the amount per share of our dividend payments may be changed, or dividends may be suspended, without advance notice. The likelihood that dividends will be reduced or suspended is increased during periods of market weakness. There can be no assurance that we will pay a dividend in the future.

The preferred shares we issued in the Noralta acquisition ~~are~~were entitled to receive a 2% annual dividend on the liquidation preference (initially $10,000 per share), paid quarterly in cash or, at our option, by increasing the preferred shares’ liquidation preference, or any combination thereof. ~~Quarterly dividends were paid in-kind on September 30,~~Following the repurchase and conversion of our outstanding preferred shares in the fourth quarter of 2022, ~~thereby increasing the liquidation preference to $10,939 per share as of September 30, 2022. We currently expect to pay~~no further dividends on the preferred shares ~~through an increase in liquidation preference rather than cash until they mandatorily convert to Civeo common shares in April 2023.~~will be paid.

For a discussion of the critical accounting policies and estimates that we use in the preparation of our consolidated financial statements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. These estimates require significant judgments, assumptions and estimates. We have discussed the development, selection and disclosure of these critical accounting policies and estimates with the audit committee of our ~~Board of Directors.~~Board. There have been no material changes to the judgments, assumptions and estimates upon which our critical accounting estimates are based.

We have credit facilities that are subject to the risk of higher interest charges associated with increases in interest rates. As of ~~September~~June 30, ~~2022,~~2023, we had ~~$126.2~~$136.1 million of outstanding floating-rate obligations under our credit facilities. These floating-rate obligations expose us to the risk of increased interest expense in the event of increases in short-term interest rates. If floating interest rates increased by 100 basis points, our consolidated interest expense would increase by approximately ~~$1.3~~$1.4 million annually, based on our floating-rate debt obligations and interest rates in effect as of ~~September~~June 30, ~~2022.~~2023.

Our operations are conducted in various countries around the world, and we receive revenue and pay expenses from these operations in a number of different currencies. As such, our earnings are subject to movements in foreign currency exchange rates when transactions are denominated in (i) currencies other than the U.S. dollar, which is our reporting currency, or (ii) the functional currency of our subsidiaries, which is not necessarily the U.S. dollar. Excluding intercompany balances, our Canadian dollar and Australian dollar functional currency net assets total approximately C$~~232~~186 million and A$~~232~~217 million, respectively, at ~~September~~June 30, ~~2022.~~2023. We use a sensitivity analysis model to measure the impact of a 10% adverse movement of foreign currency exchange rates against the ~~United States~~U.S. dollar. A hypothetical 10% adverse change in the value of the Canadian dollar and Australian dollar relative to the U.S. dollar as of ~~September~~June 30, ~~2022~~2023 would result in translation adjustments of approximately ~~$23~~$19 million and ~~$23~~$22 million, respectively, recorded in other comprehensive loss. Although we do not currently have any foreign exchange agreements outstanding, in order to reduce our exposure to fluctuations in currency exchange rates, we may enter into foreign exchange agreements with financial institutions in the future.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~September~~June 30, ~~2022,~~2023, at the reasonable assurance level.

We are a party to various pending or threatened claims, lawsuits and administrative proceedings seeking damages or other remedies concerning our commercial operations, products, employees and other matters, including occasional claims by individuals alleging exposure to hazardous materials as a result of our products or operations. Some of these claims relate to matters occurring prior to our acquisition of businesses, and some relate to businesses we have sold. In certain cases, we are entitled to indemnification from the sellers of businesses, and in other cases, we have indemnified the buyers of businesses from us. Although we can give no assurance about the outcome of pending legal and administrative proceedings and the effect such outcomes may have on us, we believe that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided for or covered by indemnity or insurance, will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.

Total Number of Shares Purchased Average Price Paid per Share Total number of shares purchased as part of publicly announced plans or programs Maximum number of shares that may yet be purchased under the plans or programs
July 1, 2022 - July 31, 2022 — — — 475,724
August 1, 2022 - August 31, 2022 475,724 (1) (3) $ 28.72 100,971 374,753
September 1, 2022 - September 30, 2022 — — — 685,614 (2)
Total 475,724 $ 28.72 100,971 685,614


	Total Number of Shares Purchased	Average Price Paid per Share		Total number of shares purchased as part of publicly announced plans or programs	Maximum number of shares that may be purchased under the plans or programs
April 1, 2023 - April 30, 2023	—	—		—	516,958	(1)
May 1, 2023 - May 31, 2023	97,420	$	20.11	—	419,538
June 1, 2023 - June 30, 2023	114,802	$	19.45	—	304,736
Total	212,222	$	19.75	—	304,736

PLEASE NOTE: Pursuant to the rules and regulations of the Securities and Exchange Commission, we have filed or incorporated by reference the agreements referenced above as exhibits to this Quarterly Report on Form 10-Q. The agreements have been filed to provide investors with information regarding their respective terms. The agreements are not intended to provide any other factual information about Civeo or its business or operations. In particular, the assertions embodied in any representations, warranties and covenants contained in the agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to investors and may be qualified by information in confidential disclosure schedules not included with the exhibits. These disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the agreements. Moreover, certain representations, warranties and covenants in the agreements may have been used for the purpose of allocating risk between the parties, rather than establishing matters as facts. In addition, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the respective agreement, which subsequent information may or may not be fully reflected in our public disclosures. Accordingly, investors should not rely on the representations, warranties and covenants in the agreements as characterizations of the actual state of facts about Civeo or its business or operations on the date hereof.


British Columbia, Canada			98-1253716
(State or other jurisdiction of			(I.R.S. Employer
incorporation or organization)			Identification No.)

Three Allen Center, 333 Clay Street, Suite 4980,			77002
Houston, Texas			(Zip Code)
(Address of principal executive offices)


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Shares, no par value	CVEO	New York Stock Exchange


Yes			☒			No			☐


Yes			☒			No			☐


Yes			☐			No			☒


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

			For the transition period from _________________________ to _________________________


	Preferred Shares	Common Shares (in thousands)
Balance, December 31, 2021	9,042	14,111
Share-based compensation	—	100
Common shares repurchased	—	(498)
Balance, September 30, 2022	9,042	13,713


	For the years ending December 31,
	2022		2023		2024		Thereafter		Total
Revenue expected to be recognized as of September 30, 2022	$	41,135	$	86,433	$	47,742	$	297,488	$	472,798


	September 30, 2022		December 31, 2021
Accounts receivable, net:
Trade	$	69,833	$	75,740
Unbilled revenue	51,567		38,508
Other	1,184		972
Total accounts receivable	122,584		115,220
Allowance for credit losses	(304)		(361)
Total accounts receivable, net	$	122,280	$	114,859


	September 30, 2022		December 31, 2021
Inventories:
Finished goods and purchased products	$	5,586	$	5,346
Work in process	—		25
Raw materials	1,398		1,097
Total inventories	$	6,984	$	6,468


	September 30, 2022		December 31, 2021
Accrued liabilities:
Accrued compensation	$	27,577	$	28,877
Accrued taxes, other than income taxes	2,901		2,944

Other	1,954		1,743
Total accrued liabilities	$	32,432	$	33,564


	September 30, 2022		December 31, 2021
Deferred revenue:
Contract liabilities	$	2,092	$	18,479


	June 30, 2023		December 31, 2022
Contract liabilities (Deferred revenue):
Current contract liabilities (1)	$	3,097	$	991
Noncurrent contract liabilities (1)	3,237		—
Total contract liabilities (Deferred revenue)	$	6,334	$	991


	September 30, 2022		December 31, 2021
Assets held for sale:
Assets
Accounts receivable, net	$	1,247	$	—
Inventories	321		—
Property, plant and equipment, net	12,010		11,762
Other noncurrent assets	181		—
Total assets held for sale	$	13,759	$	11,762

Liabilities held for sale:
Liabilities
Accounts payable	$	375	$	—
Accrued liabilities	470		—
Deferred revenue	122		—
Other current liabilities	44		—
Other noncurrent liabilities	114		—
Total liabilities held for sale (1)	$	1,125	$	—


Exhibit No.		Description

10.1*10.1†	—	~~Retention Commitment Agreement, dated as~~Amended and Restated 2014 Equity Participation Plan of ~~July 26, 2022, between~~ Civeo Corporation, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and ~~Allan D. Schoening~~Amendment No. 4 (incorporated ~~herein~~ by reference to ~~Exhibit 10.1~~Appendix B to ~~the Current Report on Form 8-K (File No. 001-36246)~~Civeo Corporation’s Schedule 14A filed on ~~August 1, 2022)~~March 31, 2023).

31.1*	—	Certification of Chief Executive Officer of Civeo Corporation pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934.

31.2*	—	Certification of Chief Financial Officer of Civeo Corporation pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934.

32.1**	—	Certification of Chief Executive Officer of Civeo Corporation pursuant to Rules 13a-14(b) or 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.

32.2**	—	Certification of Chief Financial Officer of Civeo Corporation pursuant to Rules 13a-14(b) or 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.

101.INS*	—	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH*	—	Inline XBRL Taxonomy Extension Schema Document

101.CAL*	—	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*	—	Inline Taxonomy Extension Definition Linkbase Document

101.LAB*	—	Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*	—	Inline XBRL Taxonomy Extension Presentation Linkbase Document

104	—	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


*			Filed herewith.
**			Furnished herewith.
†			Management contracts and compensatory plans and arrangements.


Date: ~~October~~July 28, ~~2022~~2023			By /s/ Carolyn J. Stone
			Carolyn J. Stone
			Senior Vice President, Chief Financial Officer and Treasurer (Duly Authorized Officer and Principal Financial Officer)