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Civeo Corp

For the period ended Dec 31, 2025. Filed Mar 3, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 3, 2026

CVEO$35.34-0.3%Stored close · as of Nov 10, 2026

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Contents

Notes to Consolidated Financial Statements

  1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of the Business

We provide hospitality services to remote workforces in Australia and Canada, including catering and food service, lodging, housekeeping and maintenance at accommodation facilities that we or our customers own. 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 manage development activities for workforce accommodation facilities, including site selection, permitting, engineering and design and manufacturing and site construction management, along with providing hospitality services once the facility is constructed. We primarily operate in some of the world’s most active metallurgical (met) coal, oil, iron ore and liquefied natural gas (LNG) producing regions, and our customers include mining companies, major and independent oil companies, construction, engineering companies and oilfield and mining service companies. We operate intwo principal reportable business segments – Australia and Canada.

Basis of Presentation

Unless otherwise stated or the context otherwise indicates: (i) all references in these consolidated financial statements to “Civeo,” “us,” “our” or “we” refer to Civeo Corporation and its consolidated subsidiaries; and (ii) all references in this report to “dollars” or “$” are to United States (U.S.) dollars. Certain reclassifications have been made to the prior year financial statements for them to conform with the 2025 presentation.

  1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash

We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Allowance for Credit Losses

We are exposed to credit losses primarily through the sale of our products and services. We maintain allowances for credit losses for estimated losses resulting from the inability of our customers to make required payments. If a trade receivable is deemed to be uncollectible, such receivable is charged-off against the allowance for credit losses account. Our expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers' trade receivables. Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected is based on an aging of the accounts receivable balances and the financial condition of customers. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. If we have no previous experience with the customer, we typically obtain reports from various credit organizations to ensure that the customer has a history of paying its creditors. We may also request financial information, including combined financial statements or other documents, to ensure that the customer has the means of making payment. If these factors do not indicate collection is reasonably assured, we generally would require a prepayment or other arrangement to support revenue recognition and recording of a trade receivable. If the financial condition of our customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required.

Inventories

Inventories consist of supplies and materials for the operation of remote accommodation facilities. Inventories also include food, raw materials, labor, subcontractor charges and catering and other supplies needed for operation of our facilities. Inventories are carried at the lower of cost or net realizable value. The cost of inventories is determined on an average cost or specific-identification method.

Property, Plant and Equipment

Property, plant and equipment are stated at cost or at estimated fair market value at acquisition date if acquired in a business combination, and depreciation is computed using the straight-line method, after allowing for salvage value where applicable, over the estimated useful lives of the assets. Leasehold improvements are capitalized and amortized over the lesser of the life of the lease or the estimated useful life of the asset.

We record the fair value of a liability, which reflects the estimated present value of the amount of asset removal and site reclamation costs related to the retirement of our assets, for an asset retirement obligation (ARO) when it is incurred (typically when the asset is installed). When the liability is initially recorded, we capitalize the associated asset retirement cost by increasing the carrying amount of the related property, plant and equipment. See Asset Retirement Obligations below for further discussion.

Expenditures for repairs and maintenance are charged to expense when incurred. Expenditures for major renewals and betterments, which extend the useful lives of existing equipment, are capitalized and depreciated. Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the consolidated statements of operations.

Business Combinations

We evaluate acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by assessing whether or not we have acquired inputs and processes that have the ability to create outputs. If determined to be an asset acquisition, we account for a business acquisition under the principles described in Accounting Standards Codification 805 for Business Combinations (ASC 805), which provides a screen to determine when a set of transferred assets is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similarly identifiable assets, the set of transferred assets is not a business. Under the accounting for asset acquisitions, the acquisition is recorded using a cost accumulation and allocation model under which the cost of such acquisition is allocated on a relative fair value basis to the assets acquired and liabilities assumed. Acquisition-related transaction costs are capitalized as a component of the cost of the assets acquired. Goodwill is not recognized in an asset acquisition, and any difference between consideration transferred and the fair value of the net assets acquired is allocated to the certain identifiable assets acquired based on their relative fair values.

If determined to be a business combination, we account for a business acquisition under the acquisition method of accounting. The accounting rules governing business combinations require the acquiring entity in a business combination to recognize the fair value of all assets acquired and liabilities assumed and establish the acquisition date as the fair value measurement point. Accordingly, we recognize assets acquired and liabilities assumed in a business combination based on the fair value estimates as of the date of acquisition. Goodwill is measured as the excess of the fair value of the consideration paid over the fair value of the identified net assets, including intangible assets, acquired.

The fair value measurement of the identified net assets requires the significant use of estimates and is based on information that was available to management at the time the purchase price allocation is prepared. We utilize recognized valuation techniques, including the cost approach, the market approach and the income approach, to value the net assets acquired. The impact of changes to the estimated fair values of assets acquired and liabilities assumed is recorded in the reporting period in which the adjustment is identified. Final valuations of assets and liabilities are obtained and recorded within one year from the date of the acquisition.

Impairment of Long-Lived Assets

The recoverability of the carrying values of long-lived assets, including amortizable intangible assets, is assessed whenever, in management’s judgment, events or changes in circumstances indicate that the carrying value of such asset groups may not be recoverable based on estimated future cash flows. If this assessment indicates that the carrying values will not be recoverable, as determined based on undiscounted cash flows over the remaining useful lives, an impairment loss is recognized. The impairment loss equals the excess of the carrying value over the fair value of the asset group.

In performing this analysis, asset groups are reviewed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. For each asset group, we compare its carrying value to estimates of undiscounted future cash flows. We use a variety of underlying assumptions to estimate these future cash flows, including assumptions relating to future economic market conditions, rates, occupancy levels, costs and expenses and capital expenditures. The estimates are consistent with those used for purposes of our goodwill impairment test, as further discussed in Goodwill and Other Intangible Assets, below. Based on the assessment, if the carrying values of certain of our asset groups are determined to not be recoverable, we proceed to the next step. In this step, we compare the fair value of the respective asset group to its carrying value. The fair value of the asset groups are based on prices of similar assets, if available, or discounted future cash flows. Our estimate of the fair value requires us to use significant unobservable inputs, representative of Level 3 fair value measurements, including numerous assumptions with respect to future circumstances, such as industry and/or local market conditions that might directly impact each of the asset groups’ operations in the future.

See Note 4 – Impairment Charges for further information.

Goodwill and Other Intangible Assets

Goodwill. Goodwill represents the excess of the purchase price paid for acquired businesses over the allocated fair value of the related net assets after impairments, if applicable. All of our goodwill as of December 31, 2025 was included in our Australia reporting unit.

We evaluate goodwill for impairment, at the reporting unit level, annually and when an event occurs or circumstances change to suggest that the carrying amount may not be recoverable. A reporting unit is the operating segment, or a business one level below that operating segment (the “component” level) if discrete financial information is prepared and regularly reviewed by management at the component level. Each segment of our business represents a separate reporting unit.

We conduct our annual impairment test as of November 30 of each year. We compare each reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. If the carrying amount of the reporting unit exceeds its fair value, goodwill is impaired.

We are given the option to test for impairment of our goodwill by first performing a qualitative assessment to determine whether it is more likely than not (that is, likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. If it is determined that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then performing the currently prescribed quantitative impairment test is unnecessary. In developing a qualitative assessment to meet the “more-likely-than-not” threshold, each reporting unit with goodwill is assessed separately and different relevant events and circumstances are evaluated for each unit. We have the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the quantitative goodwill impairment test.

When performing our annual assessment on November 30, 2025, 2024 and 2023, we performed a qualitative assessment related to goodwill at our Australia reporting unit. Qualitative factors that we considered as part of our assessment included industry and market conditions, macroeconomic conditions and the financial performance of our Australian business. We also noted that, based on the interim quantitative testing performed as of March 31, 2020, the estimated fair value of the Australia reporting unit exceeded its carrying value by more than 125%. After assessing these events and circumstances, we determined that, as of November 30, 2025, it was more likely than not that the fair value of the Australia reporting unit was greater than its carrying value.

If a quantitative goodwill impairment test is required, we compare each reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. Because none of our reporting units has a publicly quoted market price, we must determine the value that willing buyers and sellers would place on the reporting unit through a routine sale process (a Level 3 fair value measurement). In our analysis, we target a fair value that represents the value that would be placed on the reporting unit by market participants, and value the reporting unit based on historical and projected results throughout a cycle, not the value of the reporting unit based on trough or peak earnings. The fair value of the reporting unit is estimated using a combination of an analysis of trading multiples of comparable companies (Market Approach) and discounted projected cash flows (Income Approach). The relative weighting of each approach reflects current industry and market conditions.

Market Approach - This valuation approach utilizes publicly traded comparable companies’ enterprise values, as compared to their recent and forecasted earnings before interest, taxes and depreciation (EBITDA) information. We use EBITDA because it is a widely used key indicator of the cash generating capacity of companies in our industry.

Income Approach - This valuation approach derives a present value of the reporting unit’s projected future annual cash flows over the next five years with a terminal value assumption. We use a variety of underlying assumptions to estimate these future cash flows, including assumptions relating to future economic market conditions, rates, occupancy levels, costs and expenses and capital expenditures. These assumptions can vary by each reporting unit depending on market conditions. In addition, a terminal value is estimated, using a Gordon Growth methodology. We discount our projected cash flows using a long-term weighted average cost of capital based on our estimate of investment returns that would be required by a market participant.

The fair value of our reporting units is affected by future coal, oil and natural gas prices, anticipated spending by our customers, and the cost of capital. Our estimate of fair value requires us to use significant unobservable inputs, representative of Level 3 fair value measurements, including numerous assumptions with respect to future circumstances, such as industry and/or local market conditions that might directly impact each of the reporting units’ operations in the future. We selected these valuation approaches because we believe the combination of these approaches and our best judgment regarding underlying assumptions and estimates provides us with the best estimate of fair value for each of our reporting units. We believe these valuation approaches are proven valuation techniques and methodologies for our industry and widely accepted by investors. The fair value of each reporting unit would change if our assumptions under these valuation approaches, or relative weighting of the valuation approaches, were materially modified.

Other Intangible Assets. We amortize the cost of other intangible assets using the straight-line method over their estimated useful lives unless such lives are deemed indefinite. For intangible assets that we amortize, we review the useful life of the intangible asset and evaluate each reporting period whether events and circumstances warrant a revision to the remaining useful life.

See Note 8 – Goodwill and Other Intangible Assets for further discussion.

Foreign Currency and Other Comprehensive Income

Gains and losses resulting from consolidated balance sheet translation of foreign operations where a foreign currency is the functional currency are included as a separate component of accumulated other comprehensive loss within shareholders’ equity and represent substantially all of the balances within accumulated other comprehensive loss. Remeasurements of intercompany loans denominated in a different currency than the functional currency of the entity that are of a long-term investment nature are recognized as other comprehensive income within shareholders’ equity. Gains and losses resulting from consolidated balance sheet remeasurements of assets and liabilities denominated in a different currency than the functional currency, other than intercompany loans that are of a long-term investment nature, are included in the consolidated statements of operations as incurred. For the years ended December 31, 2025, 2024 and 2023, we recognized approximately $0.4 million, $0.9 million and $0.5 million in foreign currency losses, respectively.

Foreign Currency Exchange Rate Risk

A significant portion of revenues, earnings and net investments in foreign affiliates are exposed to changes in foreign currency exchange rates. We seek to manage our foreign exchange risk in part through operational means, including managing expected local currency revenues in relation to local currency costs and local currency assets in relation to local currency liabilities. We have not entered into any foreign currency forward contracts.

Revenue and Cost Recognition

For the majority of our operations and contracts, we generally recognize accommodation, mobile facility rental, food service and other services revenues over time as our customers simultaneously receive and consume benefits as we serve our customers because of continuous transfer of control to the customer. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We transfer control and recognize a sale based on a periodic (usually daily) room rate each night a customer stays in our rooms or when the services are rendered. In some contracts, rates may vary over the contract term. In these cases, revenue may be deferred and recognized on a straight-line basis over the contract term.

Because of control transferring over time, the majority of our revenue is recognized based on the extent of progress towards completion of the performance obligation. At contract inception, we assess the goods and services promised in our contracts with customers and identify a performance obligation for each promise to transfer our customers a good or service (or bundle of goods or services) that is distinct. Our customers typically contract for hospitality services under take-or-pay contracts with terms that range from several months to multiple years. Our contract terms generally provide for a rental rate for a reserved room and an occupied room rate that compensates us for services provided. We typically contract our facilities to our customers on a fee per day basis where the goods and services promised include lodging and meals. To identify the performance obligations, we consider all of the goods and services promised in the context of the contract and the pattern of transfer to our customers.

Revenues exclude taxes assessed based on revenues such as sales or value added taxes.

Cost of services includes labor, food, utility costs, cleaning supplies and other costs of operating our accommodations assets. Cost of goods sold includes all direct material and labor costs and those costs related to contract performance, such as indirect labor, supplies, tools and repairs. Selling, general and administrative costs are charged to expense as incurred.

Income Taxes

Our operations are subject to Canadian federal and provincial income taxes, as well as foreign income taxes. We determine the provision for income taxes using the asset and liability approach. Under this approach, deferred income taxes represent the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities.

Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. In assessing the need for a valuation allowance, we look to the future reversal of existing taxable temporary differences, taxable income in carryback years, the feasibility of tax planning strategies and estimated future taxable income. The valuation allowance can be affected by changes to tax laws, changes to statutory tax rates and changes to future taxable income estimates and historical losses.

We recognize tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. See Note 13 – Income Taxes for further discussion.

Receivables and Concentration of Credit Risk

Based on the nature of our customer base, we do not believe that we have any significant concentrations of credit risk other than our concentration in the Australian mining industries and Canadian oil sands. We evaluate the credit-worthiness of our significant, new and existing customers’ financial condition and, generally, we do not require collateral from our customers. For the years ended December 31, 2025 and 2024, each of Fortescue Metals Group Ltd. and Suncor Energy Inc. accounted for more than 10% of our revenues. For the year ended December 31, 2023, each of Suncor Energy Inc., Imperial Oil Ltd. and Fortescue Metals Group Ltd. accounted for more than 10% of our revenues.

Asset Retirement Obligations

We have AROs that we are required to perform under law or contract once an asset is permanently taken out of service. We initially record the liability at fair value, which reflects the estimated present value of the amount of asset removal and site reclamation costs related to the retirement of our assets, for an ARO when it is incurred (typically when the asset is installed). When the liability is initially recorded, we capitalize the associated asset retirement cost by increasing the carrying amount of the related property, plant and equipment. Over time, the liability increases for the change in its present value, while the capitalized cost depreciates over the useful life of the related asset. Accretion expense is recognized over the estimated productive life of the related assets. If the fair value of the estimated ARO changes, an adjustment is recorded to both the ARO and the capitalized asset retirement cost. Revisions in estimated liabilities can result from changes in estimated inflation rates, changes in service and equipment costs and changes in the estimated timing of settling the ARO. We utilize current retirement costs to estimate the expected cash outflows for retirement obligations. We estimate the ultimate productive life of the properties and a risk-adjusted discount rate in order to determine the current present value of the obligation.

We relieve ARO liabilities when the related obligations are settled. Most of these obligations are not expected to be paid until many years in the future and will be funded from general company resources at the time of removal. See Note 11 – Asset Retirement Obligations for further information.

Share-Based Compensation

We sponsor an equity participation plan in which certain of our key employees and non-employee directors participate. We measure the cost of service-based equity awards (typically restricted share awards and deferred share awards) based on the grant-date fair value of the award. The grant-date fair value is calculated based on our share price on the grant-date. The resulting cost is recognized over the period during which an employee or non-employee director is required to provide service in exchange for the awards, usually the vesting period.

We also grant performance share awards. Performance share awards granted in 2025 and 2024 will be earned in amounts between 0% and 200% of the participant’s target performance share award, based on the payout percentage associated with

Civeo’s relative total shareholder return (TSR) rank among a peer group of other companies and the payout percentage associated with Civeo's three-year growth in EBITDA over the performance period relative to a preset 2027 and 2026 EBITDA target. For awards granted in 2023, awards are earned in amounts between 0% and 200% of the participant’s target performance share award, based equally on the payout percentage associated with Civeo’s relative TSR rank among a peer group of other companies and the payout percentage associated with Civeo's cumulative operating cash flow over the performance period relative to a preset target. The grant-date fair value of the TSR portion of each performance share award is estimated using option-pricing models at the grant date. The grant-date fair value of the 2027 and 2026 EBITDA or cumulative operating cash flow portion, as applicable, of each performance share award is based on target achievement and the closing market price of our common shares on the date of grant and adjusted throughout the performance period based on our estimate of the most probable outcome of such performance conditions. The resulting costs for each portion of the award are recognized over the period during which an employee is required to provide service in exchange for the awards, usually the vesting period.

Additionally, we grant phantom share units. Such awards generally vest in equal annual installments and are accounted for as a liability based on the fair value of our share price. Participants granted phantom share units are entitled to a lump sum cash payment equal to the fair market value of a common share on the vesting date. The resulting cost is recognized over the period during which an employee is required to provide service in exchange for the awards, usually the vesting period.

Guarantees

Substantially all of our subsidiaries are guarantors under our Credit Agreement. See Note 10 – Debt for further discussion.

During the ordinary course of business, we also provide standby letters of credit or other guarantee instruments to certain parties as required for certain transactions initiated by us or our subsidiaries. As of December 31, 2025, the maximum potential amount of future payments that we could be required to make under these guarantee agreements (including letters of credit) was approximately $1.8 million. We have not recorded any liability in connection with these guarantee arrangements. We do not believe, based on historical experience and information currently available, that it is likely that any amounts will be required to be paid under these guarantee arrangements.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles 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. Examples of a few such estimates include estimates of the amount and timing of costs to be incurred for AROs, any valuation allowance recorded on net deferred tax assets, long-lived asset and goodwill impairments and allowance for credit losses. Actual results could materially differ from those estimates.

Accounting for Contingencies

We have contingent liabilities and future claims for which we have made estimates of the amount of the eventual cost to liquidate these liabilities or claims. We make an assessment of our exposure and record a provision in our accounts to cover an expected loss when we believe a loss is probable and the amount of the loss can be reasonably estimated. These liabilities and claims sometimes involve threatened or actual litigation where damages have been quantified. Other claims or liabilities have been estimated based on their fair value or our experience in these matters and, when appropriate, the advice of outside counsel or other outside experts. Upon the ultimate resolution of these uncertainties, our future reported financial results will be impacted by the difference between our estimates and the actual amounts paid to settle a liability. Examples of areas where we have made important estimates of future liabilities include litigation, insurance claims, contract claims and obligations.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB), which are adopted by us as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards or other guidance updates, which are not yet effective, will not have a material impact on our consolidated financial statements upon adoption.

Recent Adopted Accounting Standards

In December 2023, the FASB issued Accounting Standards Update (ASU) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which enhances effective tax rate reconciliation disclosure requirements and provides clarity to the disclosures of income taxes paid, income before taxes and provision for income taxes. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis; however, retrospective application is permitted. We have adopted the income tax disclosure improvements on a prospective basis. The adoption of ASU 2023-09 has not had a material effect on the Company’s statements and disclosures.

  1. REVENUE

The following disaggregates our revenue by ourtwo reportable segments (Australia and Canada) into major categories for the years ended December 31, 2025, 2024 and 2023 (in thousands):

202520242023
Australia
Accommodation and associated services revenues$211,761$196,684$177,834
Integrated services and other services revenues248,534230,272158,929
Total Australia revenues460,295426,956336,763
Canada
Accommodation and associated services revenues$150,651$214,774$266,926
Mobile facility rental and associated services revenues1,5871,52361,899
Integrated services and other services revenues26,31628,79023,970
Total Canada revenues178,554245,087352,795
Other
Other revenues$—$10,079$11,247
Total other revenues—10,07911,247
Total revenues$638,849$682,122$700,805

Integrated services revenues are recognized where our clients own the accommodations and food services assets and Civeo provides the hospitality services including food service, housekeeping, janitorial, laundry, office cleaning.

Our payment terms vary by the type and location of our customer and the services offered. The term between invoicing and when our performance obligations are satisfied is not significant. Payment terms are generally within 30 days and in most cases do not extend beyond 60 days. We do not have significant financing components or significant payment terms.

As of December 31, 2025, for contracts that are greater than one year, the table below discloses the estimated revenues related to performance obligations that are unsatisfied (or partially unsatisfied) and when we expect to recognize the revenue. The table only includes revenue expected to be recognized from contracts where the quantity of service is certain (in thousands):

For the years ending December 31,
202620272028ThereafterTotal
Revenue expected to be recognized as of December 31, 2025$195,788$146,281$85,716$198,277$626,062

We applied the practical expedient and do not disclose consideration for remaining performance obligations with an original expected duration of one year or less. In addition, we do not estimate revenues expected to be recognized related to unsatisfied performance obligations for contracts without minimum room commitments. The table above represents only a portion of our expected future consolidated revenues and it is not necessarily indicative of the expected trend in total revenues.

  1. IMPAIRMENT CHARGES

No impairment expense was recorded during 2025.

2024 Impairment Charges

The following summarizes pre-tax impairment charges recorded during 2024, which are included in Impairment expense in our consolidated statements of operations (in thousands):

CanadaAustraliaU.S.Total
Long-lived assets$—$5,749$2,074$7,823
Long-lived assets3,212—5463,758
Total$3,212$5,749$2,620$11,581

Quarter ended December 31, 2024. During the fourth quarter of 2024, we recorded impairment expense of $3.2 million related to recent low activity levels and no associated future cash flows attwo lodges in the southern region of the Athabasca oil sands in Canada. The assets were written down tozero. In addition, we recorded impairment expense of $0.5 million, related to fixed assets in a lodge located in our U.S. market. The lodge was written down to its estimated fair value of $0.3 million.

Quarter ended March 31, 2024. During the first quarter of 2024, we recorded impairment expense of $5.7 million related to various undeveloped land positions and related permitting costs in Australia. At March 31, 2024, we identified an impairment trigger related to certain of these properties due to the denial of development permit applications in Australia. Accordingly, the assets were written down to their estimated fair value of $0.6 million.

In addition, during the first quarter of 2024, we recorded impairment expense of $2.1 million, related to land located in the U.S. The land was written down to its estimated fair value (less costs to sell) of $3.8 million.

2023 Impairment Charges

The following summarizes pre-tax impairment charges recorded during 2023, which are included in Impairment expense in our consolidated statements of operations (in thousands):

U.S.Total
Long-lived assets$1,395$1,395
Total$1,395$1,395

Quarter ended December 31, 2023. During the fourth quarter of 2023, we recorded impairment expense of $1.4 million, related to land located in our U.S. market. The land was written down to its estimated fair value (less costs to sell) of $5.9 million.

  1. FAIR VALUE MEASUREMENTS

Our financial instruments consist of cash and cash equivalents, receivables, payables and debt instruments. We believe that the carrying values of these instruments on the accompanying consolidated balance sheets approximate their fair values.

As of December 31, 2025 and 2024, we believe the carrying value of our floating-rate debt outstanding under our 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 revolving credit facilities using significant other observable inputs, representative of a Level 2 fair value measurement, including terms and credit spreads for these loans.

During the second quarter of 2025, we acquired accommodation assets, land and customer contracts and recorded them at fair value. Determining the fair value of assets acquired and liabilities assumed required the exercise of judgment, which included the use of a multi-period excess earnings income approach to determine the fair value of the customer relationships. Specifically, the fair value of the customer relationships was determined by calculating the present value of expected cash flows by applying a discount rate that represents the estimated rate that market participants would require for such intangible assets. The expected cash flows and related discount rate are significant unobservable inputs categorized within Level 3 of the fair value hierarchy. The cash flows employed in the valuation are based on our best estimates of future sales, earnings and cash flows after considering factors such as general market conditions, expected future customer orders, contracts with suppliers, labor costs, changes in working capital, long-term business plans and recent operating performance.

During the fourth and first quarter of 2024 and the fourth quarter of 2023, we wrote down certain long-lived assets to fair value. During the fourth quarter of 2024, we wrote long-lived assets in Canada down tozero due to no activity. During the first quarter of 2024, our estimate of the fair value of undeveloped land positions in Australia that were impaired was based on appraisals from third parties. During the fourth quarter of 2023, our estimate of fair value of a property in the U.S. was based on broker price opinions or appraisals from third parties, which referenced available market information, such as listing agreements, offers, and pending and closed sales.

See Note 2 – Summary of Significant Accounting Policies – Impairment of Long-Lived Assets and Note 2 – Summary of Significant Accounting Policies – Goodwill and Other Intangible Assets for further discussion of the significant judgments and assumptions used in calculating their fair value.

  1. EARNINGS PER SHARE

We calculate our basic earnings per share by dividing net income (loss) attributable to Civeo Corporation by the weighted average number of common shares outstanding. For diluted earnings per share, the basic shares outstanding are adjusted by adding all potentially dilutive securities.

The calculation of basic and diluted earnings per share attributable to Civeo common shareholders is presented below for the years ended December 31, 2025, 2024 and 2023 (in thousands, except per share amounts):

202520242023
Numerator:
Basic net income (loss) attributable to Civeo Corporation$(20,071)$(17,067)$30,157
Diluted net income (loss) attributable to Civeo Corporation$(20,071)$(17,067)$30,157
Denominator:
Weighted average shares outstanding - basic12,64614,28714,906
Dilutive shares - share-based awards——107
Weighted average shares outstanding - diluted12,64614,28715,013
Basic net income (loss) per share attributable to Civeo Corporation common shareholders (1)$(1.59)$(1.19)$2.02
Diluted net income (loss) per share attributable to Civeo Corporation common shareholders (1)$(1.59)$(1.19)$2.01

(1)Computations may reflect rounding adjustments.

Share-based awards that have been excluded from the calculation of weighted-average common shares outstanding because the effect is anti-dilutive totaled 0.1 million shares,0.1 million shares and fewer than 0.1 million shares, respectively, for the years ended December 31, 2025, 2024 and 2023.

  1. DETAILS OF SELECTED BALANCE SHEET ACCOUNTS

Additional information regarding selected balance sheet accounts at December 31, 2025 and 2024 is presented below (in thousands):

December 31, 2025December 31, 2024
Accounts receivable, net:
Trade$70,646$72,819
Unbilled revenue15,27312,883
Other4,7873,544
Total accounts receivable90,70689,246
Allowance for credit losses(236)(208)
Total accounts receivable, net$90,470$89,038
December 31, 2025December 31, 2024
Inventories:
Finished goods, including purchased food, housekeeping and retail inventory$4,486$6,134
Raw materials1,7321,403
Total inventories$6,218$7,537
EstimatedUseful Life (in years)December 31, 2025December 31, 2024
Property, plant and equipment, net:
Land$29,476$24,052
Accommodations assets3-151,410,9651,272,515
Buildings and leasehold improvements6-4013,81712,386
Machinery and equipment4-715,04713,624
Office furniture and equipment3-769,62365,830
Vehicles3-58,3098,775
Construction in progress1,6946,835
Total property, plant and equipment1,548,9311,404,017
Accumulated depreciation(1,304,414)(1,199,120)
Total property, plant and equipment, net$244,517$204,897
December 31, 2025December 31, 2024
Accrued liabilities:
Accrued compensation$24,682$29,209
Accrued taxes, other than income taxes3,8733,327
Other2,2822,397
Total accrued liabilities$30,837$34,933
December 31, 2025December 31, 2024
Contract assets:
Current contract assets (1)$1,363$—
Noncurrent contract assets (1)2,725—
Total contract assets$4,088$—
Contract liabilities (Deferred revenue):
Current contract liabilities (2)$2,903$2,501
Noncurrent contract liabilities (2)2,9085,098
Total contract liabilities (Deferred revenue)$5,811$7,599

(1)Current contract assets and Noncurrent contract assets are included in "Other current assets" and "Other noncurrent assets," respectively, in our consolidated balance sheets.

(2)Current contract liabilities and Noncurrent contract liabilities are included in "Deferred revenue" and "Other noncurrent liabilities," respectively, in our consolidated balance sheets.

Contract assets consists of upfront incentives offered as consideration for entering into multi-year contracts. These incentives are refundable to us if the customer cancels the contract prior to the end of the contracted terms. The contract assets are amortized as a reduction of revenue over the contract term as the related services are provided. The increase in contract assets from December 31, 2024 to December 31, 2025 was due to incentives offered to a customer in Australia during the first quarter of 2025 to enter into asix-year integrated services contract.

Deferred revenue typically consists of upfront payments received before we satisfy the associated performance obligation. The decrease in deferred revenue from December 31, 2024 to December 31, 2025 was due to revenue recognized over the contracted terms related to advance payments received from a customer for village enhancements in Australia.

  1. GOODWILL AND OTHER INTANGIBLE ASSETS

Changes in the carrying amount of goodwill (all of which is in our Australia segment) from December 31, 2023 to December 31, 2025 are as follows (in thousands):

Total
Goodwill as of December 31, 2023$7,690
Foreign currency translation(689)
Goodwill as of December 31, 2024$7,001
Foreign currency translation540
Goodwill as of December 31, 2025$7,541

The following presents the total amount of other intangible assets and the related accumulated amortization for major intangible asset classes as of December 31, 2025 and 2024 (in thousands):

December 31, · December 31,
20252024
GrossCarryingAmountAccumulatedAmortizationGrossCarryingAmountAccumulatedAmortization
Amortizable Intangible Assets
Contracts / agreements$145,485$(75,102)$131,761$(65,284)
Total amortizable intangible assets$145,485$(75,102)$131,761$(65,284)
Indefinite-Lived Intangible Assets Not Subject to Amortization
Licenses$27$—$25$—
Total indefinite-lived intangible assets27—25—
Total intangible assets$145,512$(75,102)$131,786$(65,284)

The weighted average remaining amortization period for all intangible assets, other than indefinite-lived intangibles, was 12.4 years as of December 31, 2025 and 13.1 years as of December 31, 2024. Amortization expense was $6.5 million, $6.1 million and $5.8 million in the years ended December 31, 2025, 2024 and 2023, respectively.

As of December 31, 2025, the estimated remaining amortization of our amortizable intangible assets was as follows (in thousands):

Year EndingDecember 31,
2026$5,788
20275,788
20285,788
20295,788
20305,711
Thereafter41,520
Total$70,383
  1. LEASES

We have operating and finance leases covering certain land locations and various office facilities and equipment in ourtwo reportable business segments. Our leases have remaining lease terms ofone year toten years, some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the leases within 90 days. In addition, we do not recognize right-of-use assets or lease liabilities for leases with terms shorter than twelve months.

The components of lease expense were $4.5 million, $4.2 million and $4.2 million under operating leases for the years ended December 31, 2025, 2024 and 2023, respectively. The components of lease expense were $0.9 million, $0.5 million and $0.2 million under finance leases for the years ended December 31, 2025, 2024 and 2023, respectively. The components of short-term lease expense were $1.5 million, $1.8 million and $1.8 million for the years ended December 31, 2025, 2024 and 2023, respectively. Included in the measurement of lease liabilities, we paid $4.8 million and $0.8 million in cash related to operating leases and finance leases during the year ended December 31, 2025, respectively. Right-of-use assets obtained in exchange for new operating and finance lease obligations during the year ended December 31, 2025 were $9.2 million.

Supplemental balance sheet information related to leases were as follows (in thousands):

December 31, 2025December 31, 2024
Operating leases
Operating lease right-of-use assets$14,485$9,401
Other current liabilities$3,631$3,061
Operating lease liabilities11,1426,655
Total operating lease liabilities$14,773$9,716
Finance leases
Other noncurrent assets$3,089$2,675
Other current liabilities$839$580
Other noncurrent liabilities2,3822,155
Total finance lease liabilities$3,221$2,735
Weighted average remaining lease term
Operating leases4.8 years3.4 years
Finance leases3.7 years4.3 years
Weighted average discount rate
Operating leases6.5%5.7%
Finance leases6.8%6.8%

Maturities of lease liabilities at December 31, 2025, were as follows (in thousands):

Year Ending December 31,Operating LeasesFinance LeasesTotal
2026$4,494$1,037$5,531
20274,2581,0205,278
20282,7348823,616
20291,8815532,434
20301,8911512,042
Thereafter2,022—2,022
Total lease payments17,2803,64320,923
Less imputed interest2,5074222,929
Total$14,773$3,221$17,994
  1. DEBT

As of December 31, 2025 and 2024, long-term debt consisted of the following (in thousands):

December 31, 2025December 31, 2024
U.S. revolving credit facility; weighted average interest rate of 9.2% for the twelve-month period ended December 31, 2025$—$—
Canadian revolving credit facility; weighted average interest rate of 6.0% for the twelve-month period ended December 31, 2025132,78743,299
Australian revolving credit facility; weighted average interest rate of 6.7% for the twelve-month period ended December 31, 202550,055—
Total debt$182,842$43,299

Scheduled maturities of long-term debt as of December 31, 2025 are as follows (in thousands):

Year EndingDecember 31,
2026$—
2027—
2028182,842
Thereafter—
$182,842

Credit Agreement

On March 24, 2025, we amended our Syndicated Facility Agreement (as amended to date, the Credit Agreement), to increase the Australian revolving commitments by $20.0 million to an aggregate amount of $55.0 million.

As of December 31, 2025, our Credit Agreement provided for a $265.0 million revolving credit facility scheduled to mature on August 8, 2028, allocated as follows: (A) a $10.0 million senior secured revolving credit facility in favor of certain of our U.S. subsidiaries, as borrowers (the U.S. Facility); (B) a $200.0 million senior secured revolving credit facility in favor of Civeo and certain of our U.S. subsidiaries, as borrowers (the Canadian Facility); and (C) a $55.0 million senior secured revolving credit facility in favor of one of our Australian subsidiaries, as borrower.

U.S. dollar amounts outstanding under the facilities provided by the Credit Agreement bear interest at a variable rate equal to Adjusted Term Secured Overnight Financing Rate (SOFR), which is equal to Term SOFR plus a 10 basis point adjustment, plus a margin of 2.50% to 3.75%, or a base rate plus 1.50% to 2.75%, 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 Adjusted Term Canadian Overnight Repo Rate Average (CORRA) which is equal to the Term CORRA plus a 29.547 basis point adjustment for one month terms or 32.138 basis point adjustment for three month terms, plus a margin of 2.50% to 3.75%, or a Canadian Prime rate plus a margin of 1.50% to 2.75%, in each case based on a ratio of our total net debt to Consolidated EBITDA (as defined in the Credit Agreement). 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 2.50% to 3.75%, based on a ratio of our total net debt to Consolidated EBITDA (as defined in the Credit Agreement).

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) specified acquisitions; (iv) certain restrictive agreements; (v) transactions with affiliates; and (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 EBITDA to consolidated interest expense, of at least 3.00 to 1.00 and a maximum net leverage ratio, defined as the ratio of total net debt to Consolidated EBITDA, of no greater than 3.00 to 1.00. Following a qualified offering of indebtedness, we will be required to maintain a maximum leverage ratio of no greater than 3.50 to 1.00 and a maximum senior secured ratio no greater than 2.00 to 1.00. Each of the factors considered in the calculations of these ratios are defined in the Credit Agreement. EBITDA and consolidated interest, as defined, exclude goodwill and asset impairments, debt discount amortization, amortization of intangibles and other non-cash charges. We were in compliance with our covenants as of December 31, 2025.

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 December 31, 2025, we hadsix lenders that were parties to the Credit Agreement, with total revolving commitments ranging from $35.0 million to $60.0 million. As of December 31, 2025, we had outstanding letters of credit ofzero under the U.S. facility, zero under the Australian facility and $0.9 million under the Canadian facility. We also had outstanding bank guarantees of A$1.4 million under the Australian facility.

  1. ASSET RETIREMENT OBLIGATIONS

AROs at December 31, 2025 and 2024 were (in thousands):

20252024
Asset retirement obligations$16,909$14,109
Less: Asset retirement obligations due within one year (1)2,291747
Long-term asset retirement obligations (2)$14,618$13,362
(1)Classified as a current liability on the consolidated balance sheets, under the caption “Other current liabilities.” Balance at December 31, 2025 related to remediation work planned for 2026.
(2)Classified as a long-term liability on the consolidated balance sheets, under the caption “Other noncurrent liabilities.” Balance at December 31, 2025.

Total accretion expense related to AROs was $1.1 million, $1.1 million and $1.1 million during the years ended December 31, 2025, 2024 and 2023, respectively.

During the years ended December 31, 2025, 2024 and 2023, our ARO changed as follows (in thousands):

202520242023
Balance as of January 1$14,109$16,215$18,113
Accretion of discount1,1451,1121,104
New obligations1,386——
Change in estimates of existing obligations186201,366
Settlement of obligations(638)(1,936)(4,756)
Foreign currency translation721(1,302)388
Balance as of December 31$16,909$14,109$16,215
  1. RETIREMENT PLANS

We sponsor various defined contribution plans. Participation in these plans is available to substantially all employees in each applicable jurisdiction. A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will generally have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized as an employee benefit expense in profit or loss in the periods during which services are rendered by employees. We recognized expense of $16.3 million, $14.3 million and $10.2 million related to matching contributions under our various defined contribution plans during the years ended December 31, 2025, 2024 and 2023, respectively.

Canadian Retirement Savings Plan

We offer a defined contribution retirement plan to our Canadian employees. In Canada, we contribute, on a matched basis, an amount up to 5% of each Canadian based, salaried employee’s earnings (base salary plus annual incentive compensation) to the legislated maximum for a Deferred Profit Sharing Plan (DPSP). The maximum for 2025 was C$16,905. DPSP is a form of defined contribution retirement savings plan governed by Canadian federal tax legislation which provides for the deferral of tax on deposits and investment returns until removed from the plan to support retirement income. Employer contributions vest upon the completion oftwo years of service. Employee contributions are required in order to be eligible for the DPSP employer matching. Maximum employer matching (5% noted above) is attained with 6% employee contribution which would go into a Group Registered Retirement Savings Plan. The two plans work in tandem. Contributions to the “Retirement Savings Plan” for Canadian employees are subject to the annual maximum total registered savings limit of C$33,810 in 2025 as set out in the Canadian Tax Act.

Australian Retirement Savings Plan

Our Australian subsidiary contributes to various defined contribution plans for its employees in accordance with legislation governing the calculation of the Superannuation Guarantee Surcharge (SGC). SGC is contributed by the employer at a rate of 12% of the base salary of an employee, capped at the legislated maximum contribution base which is indexed annually.

Our Australian subsidiary makes no investment decisions on behalf of the employee and has no obligations other than to remit the defined contributions to the plan selected by each individual employee.

U.S. Retirement Savings Plan

We offer a defined contribution 401(k) retirement plan to substantially all of our U.S. employees. Participants may contribute from 1% to 75% of their base and cash incentive compensation (subject to Internal Revenue Service limitations), and we make matching contributions under this plan on the first 6% of the participant’s eligible compensation (100% match of the employee contribution up to the first 4% of the participant's eligible compensation and 50% match on the employee contribution up to the next 2% of the participant's eligible compensation). Our matching contributions vest at a rate of 40% aftertwo years of service and 20% per year for each of the employee’s next three years of service and are fully vested thereafter.

  1. INCOME TAXES

The Company’s operations are conducted through various subsidiaries in a number of countries throughout the world. The Company has provided for income taxes based upon the tax laws and rates in the countries in which operations are conducted and income is earned.

Income tax expense (benefit). Pre-tax income (loss) for the years ended December 31, 2025, 2024 and 2023 consisted of the following (in thousands):

202520242023
Canada operations$(48,728)$(39,088)$5,524
Foreign operations42,27233,15134,839
Total$(6,456)$(5,937)$40,363

The components of the income tax expense (benefit) for the years ended December 31, 2025, 2024 and 2023 consisted of the following (in thousands):

202520242023
Current:
Canada$—$41$142
Foreign18,02920,1103,685
Total$18,029$20,151$3,827
Deferred:
Canada$—$—$—
Foreign(4,409)(7,659)6,806
Total$(4,409)$(7,659)$6,806
Net income tax expense$13,620$12,492$10,633

The net income tax expense (benefit) differs from an amount computed at Canadian statutory rates as follows for the years ended December 31, 2025 pursuant to the disclosure requirements of ASU 2023-09 (in thousands):

2025
Canada Federal Statutory Tax Rate (1)$(968)15.0%
Canada Provincial Taxes
Provincial tax at statutory rate (2)(3,770)58.0%
Changes in Valuation Allowance3,770(58.0)%
Foreign Tax Effects:
Australia
Statutory tax rate difference6,727(104.0)%
Withholding tax credit(64)1.0%
Other29—%
United States
Statutory tax rate difference(154)2.0%
Nondeductible compensation540(8.0)%
State income tax137(2.0)%
Other24—%
Effect of cross border tax laws:
Deemed income from foreign subsidiaries155(2.0)%
Withholding tax64(1.0)%
Changes in valuation allowance6,871(106.0)%
Nontaxable or Nondeductible Items:
Nontaxable capital loss259(4.0)%
Total tax expense$13,620(211.0)%

(1) Represents the Canada federal statutory rate of 15%, net of the federal tax abatement and general rate reduction.

(2) Provincial taxes in Alberta comprise the majority (more than 50%) of the taxes in this category.

The net income tax expense (benefit) differs from an amount computed at Canadian statutory rates as follows for the years ended December 31, 2024 and 2023 (in thousands):

2024 · 2023
Canadian federal tax benefit at statutory rates$(891)15.0%$6,05415.0%
Canadian provincial income tax(3,186)53.6%4971.2%
Effect of foreign income tax, net5,642(95.0)%5,48113.6%
Valuation allowance8,983(151.2)%(2,556)(6.3)%
Noncontrolling interest325(5.5)%1250.3%
Non-deductible compensation1,213(20.4)%1,0092.5%
Unrealized intercompany foreign currency translation gain(18)0.3%(148)(0.4)%
Deemed income from foreign subsidiaries243(4.1)%3220.8%
Other, net181(3.1)%(151)(0.4)%
Net income tax expense (benefit)$12,492(210.4)%$10,63326.3%

Deferred Tax Liabilities and Assets. The significant items giving rise to the deferred tax assets and liabilities as of December 31, 2025 and 2024 are as follows (in thousands):

20252024
Deferred tax assets:
Net operating loss$59,497$53,756
Employee benefits2,3531,767
Deductible goodwill and other intangibles46,62842,713
Land4,7803,495
Other reserves8,3898,015
Deferred revenue1,6472,249
Operating lease liabilities4,6463,171
Capital losses2,3661,869
Other2,8042,255
Deferred tax assets133,110119,290
Valuation allowance(98,502)(81,998)
Deferred tax assets, net$34,608$37,292
Deferred tax liabilities:
Intangibles$(16,958)$(15,135)
Depreciation(15,206)(22,641)
Other(1,226)—
Operating lease right-of-use assets(4,536)(3,074)
Deferred tax liabilities(37,926)(40,850)
Deferred tax liabilities, net$(3,318)$(3,558)

At December 31, 2025 and 2024, we had no undistributed earnings of foreign subsidiaries that would be subject to income tax upon distribution to Canada from a foreign subsidiary. As such, as of December 31, 2025 and 2024, we did not provide for deferred taxes on any such earnings of our foreign subsidiaries.

NOL Carryforwards. The following summarizes net operating loss (NOL) carryforwards at December 31, 2025 (in thousands):

AmountExpiration Period
Net operating loss carryforwards:
Canada – Federal and provincial$162,674Begins to expire in 2032
U.S. – Federal34,334Begins to expire in 2036
U.S. – Federal40,943Does not expire
U.S. – State, tax effected5,900Began to expire in 2024

Change in Valuation Allowance. Realization of our deferred tax assets is dependent upon, among other things, our ability to generate taxable income of the appropriate character in the future.

Changes in our valuation allowance for the years ended December 31, 2025 and 2024 are as follows (in thousands):

Balance as of December 31, 2023$(78,769)
Change in income tax provision(8,983)
Other change910
Foreign currency translation4,844
Balance as of December 31, 2024$(81,998)
Change in income tax provision(10,642)
Other change(1,472)
Foreign currency translation(4,390)
Balance as of December 31, 2025$(98,502)

As of each reporting date, management considers new evidence, both positive and negative, that could affect our view of the future realization of deferred tax assets. As of December 31, 2025, management determined that there is not sufficient evidence to conclude that it is more likely than not that the Canadian and U.S. net deferred tax assets are realizable, therefore we have maintained the valuation allowance in both of these jurisdictions. As of December 31, 2025, management determined that there is not sufficient evidence to conclude that it is more likely than not that the Australia deferred tax assets related to certain capital assets are realizable, therefore we have maintained a partial valuation allowance in Australia.

Unrecognized Tax Benefits. We file tax returns in the jurisdictions in which they are required. All of these returns are subject to examination or audit and possible adjustment as a result of assessments by taxing authorities. We believe that we have recorded sufficient tax liabilities and do not expect the resolution of any examination or audit of our tax returns to have a material adverse effect on our operating results, financial condition or liquidity.

Our Canadian federal tax returns subsequent to 2020 are subject to audit by the Canada Revenue Agency. Our Australian subsidiary’s federal income tax returns subsequent to 2020 are open for review by the Australian Taxation Office. Our U.S. subsidiary’s federal tax returns subsequent to 2021 are subject to audit by the U.S. Internal Revenue Service.

The total amount of unrecognized tax benefits as of December 31, 2025, 2024 and 2023 waszero. Unrecognized tax benefits, if recognized, would affect the effective tax rate. We accrue interest and penalties, if applicable, related to unrecognized tax benefits as a component of our provision for income taxes. As of December 31, 2025, 2024 and 2023, we had accrued zero of interest expense and penalties.

  1. COMMITMENTS AND CONTINGENCIES

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.

  1. SHARE REPURCHASE PROGRAMS AND DIVIDENDS

Share Repurchase Programs

In 2024 and 2023, our Board authorized the repurchase of up to 5.0% of our total common shares which were issued and outstanding, or approximately 0.7 million and 0.7 million common shares, respectively, over atwelve-month period. In March 2025, our Board authorized an increase to the Share Repurchase Program to repurchase up to 10.0% of our total common shares which are issued and outstanding at that date, or approximately 1.4 million common shares, and in April 2025, our Board authorized a further increase to repurchase up to 20.0% of our total common shares which are issued and outstanding at that date, or approximately 2.7 million common shares.

The repurchase authorization allows repurchases from time to time through a variety of methods, including but not limited to open market repurchases, pursuant to a Rule 10b5-1 compliant plan, or privately negotiated transactions. We have funded, and intend to continue to fund, repurchases through cash on hand, cash from debt incurrences and cash generated from operations. Any common shares repurchased are cancelled in the periods they are acquired and the payment is accounted for as an increase to accumulated deficit in our Consolidated Statements of Changes in Shareholders’ Equity in the period the payment is made.

The following summarizes our common share repurchases pursuant to our share repurchase programs (in thousands, except per share data):

202520242023
Shares repurchased2,3101,130564
Average price paid per share$23.19$26.19$20.60
Dollar-value of shares repurchased$53,612$29,616$11,634

Dividends

Our Board declared the following quarterly dividends in 2025, 2024 and 2023. The dividends are eligible dividends pursuant to the Income Tax Act (Canada). In April 2025, our Board suspended quarterly dividends on our common shares to prioritize returning capital to our shareholders through ongoing share repurchases.

Date DeclaredRecord DatePayment DatePer Share Amount
January 31, 2025February 24, 2025March 17, 2025$0.25
October 30, 2024November 25, 2024December 16, 2024$0.25
July 30, 2024August 26, 2024September 16, 2024$0.25
April 26, 2024May 27, 2024June 17, 2024$0.25
February 2, 2024February 26, 2024March 18, 2024$0.25
October 27, 2023November 27, 2023December 18, 2023$0.25
September 5, 2023September 15, 2023September 29, 2023$0.25
  1. ACCUMULATED OTHER COMPREHENSIVE LOSS

Our accumulated other comprehensive loss decreased $13.8 million from $404.6 million at December 31, 2024 to $390.8 million at December 31, 2025, as a result of foreign currency exchange rate fluctuations. Changes in other comprehensive loss during 2025 were primarily driven by the Australian dollar and Canadian dollar 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$9 million and A$245 million, respectively, at December 31, 2025.

  1. SHARE-BASED COMPENSATION

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 and grant awards of options, awards of share appreciation rights, awards of restricted shares, performance share awards, phantom share units and dividend equivalents, awards of deferred shares, and share payments to our employees and non-employee directors. Approximately 3.0 million Civeo common shares are authorized to be issued under the Civeo Plan.

Share-based compensation expense recognized in the years ended December 31, 2025, 2024 and 2023 totaled $9.4 million, $9.2 million and $11.8 million, respectively. Share-based compensation expense is reflected in Selling, general and administrative expense in our consolidated statements of operations. The total income tax benefit recognized in the consolidated statements of operations for share-based compensation arrangements was approximately $0.5 million, $0.5 million and $0.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Phantom Share Units

We grant phantom share unit awards, which vest a third per year over athree-year period. Each phantom share unit is equal in value toone common share. Upon vesting, each recipient will receive a lump sum cash payment equal to the fair market value of a common share on the respective vesting date in respect of each phantom share unit then vesting. These awards are accounted for as a liability that is remeasured at each reporting date until paid.

The following presents the changes in phantom share unit awards outstanding and related information for our employees during the years ended December 31, 2025, 2024 and 2023:

Number of Awards
Nonvested shares at December 31, 2022659,288
Granted229,845
Vested(335,178)
Forfeited(33,394)
Nonvested shares at December 31, 2023520,561
Granted314,260
Vested(274,838)
Forfeited(50,222)
Nonvested shares at December 31, 2024509,761
Granted229,155
Vested(253,352)
Forfeited(9,721)
Nonvested shares at December 31, 2025475,843

At December 31, 2025, the balance of the liability for the phantom share units was $5.0 million. For the years ended December 31, 2025, 2024 and 2023, we made phantom share units cash payments of $6.3 million, $6.2 million and $10.4 million, respectively. At December 31, 2025, unrecognized compensation cost related to phantom share units was $6.4 million, as remeasured at December 31, 2025, which is expected to be recognized over a weighted average period of 1.7 years. The weighted average grant-date fair value per share of phantom share units granted during the years ended December 31, 2025, 2024 and 2023 was $21.18, $23.75 and $31.05, respectively.

Performance Share Awards

We grant performance share awards, which cliff vest after three years subject to attainment of applicable performance goals. Awards granted in 2025 and 2024 will be earned in amounts between 0% and 200% of the participant’s target performance share award, based on the payout percentage associated with Civeo’s relative TSR rank among a peer group of other companies and the payout percentage associated with Civeo's three-year growth in EBITDA over the performance period relative to a preset 2027 and 2026 EBITDA target. Awards granted in 2023 will be earned in amounts between 0% and 200% of the participant’s target performance share award, based equally on the payout percentage associated with Civeo’s relative TSR rank among a peer group of other companies and the payout percentage associated with Civeo's cumulative operating cash flow over the performance period relative to a preset target. The grant-date fair value of the portion of the performance awards tied to 2027 and 2026 EBITDA and cumulative operating cash flow is based on target achievement and the closing market price of our common shares on the date of grant. We evaluate the probability of achieving the performance goals 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. No share-based compensation expense is recognized if the performance criteria are not probable of being achieved.

The fair value of the TSR portion of each performance share award was estimated using a Monte Carlo simulation pricing model that uses the assumptions noted in the following table. The risk-free interest rate is based on the U.S. Treasury yield curve in effect for the expected term of the performance share at the time of grant. The dividend yield on our common shares in 2025 and 2024 is based on the annual dividend and our valuation date stock price. In April 2025, our Board suspended quarterly dividends after the 2025 awards were granted. The dividend yield on our common shares was assumed to bezero for 2023 since we did not pay dividends when the awards were granted. The expected market price volatility of our common shares was based on an estimate that considers the historical and implied volatility of our common shares as well as a peer group of companies over a time period equal to the expected term of the award. The initial TSR performance was based on historical performance of our common shares and the peer group’s common shares.

202520242023
Risk-free weighted interest rate3.9%4.9%4.4%
Dividend yield4.7%4.3%—%
Expected volatility42.6%44.0%73.0%
Initial TSR4.6%4.3%4.1%

The following presents the changes in performance share awards outstanding and related information for our employees during the years ended December 31, 2025, 2024 and 2023:

Number ofAwardsWeightedAverage GrantDate Fair ValuePer Share
Nonvested shares at December 31, 2022254,034$29.81
Granted86,45438.45
Performance adjustment (1)——
Vested (1)——
Forfeited(8,487)32.67
Nonvested shares at December 31, 2023332,001$32.37
Granted122,97824.17
Performance adjustment (2)(3,833)—
Vested (2)(124,099)22.51
Forfeited(41,599)28.65
Nonvested shares at December 31, 2024285,448$22.34
Granted189,12421.87
Performance adjustment (3)(34,616)—
Vested (3)(64,790)17.57
Forfeited(2,475)21.87
Nonvested shares at December 31, 2025372,691$17.49

(1)No performance share awards vested in 2023.

(2)Related to 2021 performance share awards that vested in 2024, which were paid out at 97%.

(3)Related to 2022 performance share awards that vested in 2025, which were paid out at 65%.

During the years ended December 31, 2025, 2024 and 2023, we recognized compensation expense associated with performance share awards totaling $2.0 million, $1.8 million and $3.4 million, respectively. At December 31, 2025, unrecognized compensation cost related to performance share awards was $2.7 million, which is expected to be recognized over a weighted average period of 1.9 years.

Restricted Share Awards/ Deferred Share Awards

The following presents the changes in restricted share awards and deferred share awards outstanding and related information for our non-employee directors during the years ended December 31, 2025, 2024 and 2023:

Number ofAwards/UnitsWeightedAverage GrantDate Fair ValuePer Share
Nonvested shares at December 31, 202239,032$25.62
Granted50,33621.02
Vested(39,770)25.53
Nonvested shares at December 31, 202349,598$21.02
Granted42,12524.75
Vested(49,598)21.02
Nonvested shares at December 31, 202442,125$24.75
Granted61,45121.03
Vested(42,125)24.75
Nonvested shares at December 31, 202561,451$21.03

The weighted average grant-date fair value per share for restricted share awards and deferred share awards granted during 2025, 2024 and 2023 was $21.03, $24.75 and $21.02, respectively. The total fair value of restricted share awards and deferred share awards vested during 2025, 2024 and 2023 was $0.9 million, $1.2 million and $0.9 million, respectively. At December 31, 2025, unrecognized compensation cost related to restricted share awards and deferred share awards was $0.6 million, which is expected to be recognized over a weighted average period of 0.4 years.

  1. SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid during the years ended December 31, 2025, 2024 and 2023 for interest and income taxes was as follows (in thousands):

202520242023
Interest (net of amounts capitalized)$8,655$5,479$10,250
Net income taxes paid, net of refunds received:
Australia$33,408$12,002$—
Other152272251
Total$33,560$12,274$251
  1. ASSET ACQUISITION

On May 6, 2025, we acquired the assets of Qantac Pty Ltd (Qantac), located in Queensland, Australia (the Qantac Acquisition) for total consideration of A$105 million (or approximately $68 million) in cash. The Qantac Acquisition included four villages, with 1,368 rooms in Australia’s Bowen Basin and the associated accommodation assets, land and customer contracts. As a result of the Qantac Acquisition, we expanded our existing accommodations business into the Blackwater region of the Bowen Basin, which was not previously served by our existing villages. The Qantac Acquisition was funded with cash on hand and borrowings under the Credit Agreement. Qantac’s operations are reported in our Australia reportable business segment.

The Qantac Acquisition was accounted for as an asset acquisition based on the principles described in ASC 805, which provides a screen to determine when a set of transferred assets is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similarly identifiable assets, the set of transferred assets is not a business. Under the accounting for asset acquisitions, the acquisition is recorded using a cost accumulation and allocation model under which the cost of such acquisition is allocated on a relative fair value basis to the assets acquired and liabilities assumed. Acquisition-related transaction costs are capitalized as a component of the cost of the assets acquired. Goodwill is not recognized in an asset acquisition, and any difference between consideration transferred and the fair value of the net assets acquired is allocated to the certain identifiable assets acquired based on their relative fair values.

The purchase price was allocated to the net assets as follows (in thousands):

Consideration:
Cash$68,189
Direct transaction costs4,601
Total costs of the asset acquisition$72,790
Other current assets$184
Property, plant and equipment70,575
Intangible assets5,999
Total assets acquired$76,758
Accounts payable and accrued liabilities$67
Deferred income taxes3,901
Total liabilities assumed3,968
Net assets acquired$72,790
  1. SEGMENT AND RELATED INFORMATION

We report segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of our reportable segments. We have identifiedtwo reportable segments, Australia and Canada, which represent our strategic focus on hospitality services and workforce accommodations.

Our Chief Executive Officer is the chief operating decision maker (“CODM”). The profitability measure the CODM uses is segment operating income (loss) to review each of our reportable segments for the purpose of making decisions about resource allocation and performance assessment. Operating income (loss) is revenue less cost of sales and services, selling, general and administrative expenses, depreciation and amortization expense and other operating expenses (income). Total assets by segment are not used by the CODM to assess the performance of, or allocate resources to, the Company’s segments. Through our implementation of ASU No. 2023-07, “Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures,” we have disclosed for each reportable segment the significant expense categories that are reviewed by the CODM below, and there are no additional significant expenses within the expense categories presented.

Prior to the fourth quarter of 2025, Corporate, other and eliminations selling, general and administrative expenses includes corporate information technology (IT) expenses managed on a worldwide basis that are not allocated to individual segments in Australia and Canada. To better align segment operating income (loss) to the profitability measure used by our CODM, these shared general and administrative costs are now allocated to Australia and Canada beginning with the year ended December 31, 2025. For the years ended December 31, 2024, and 2023, we allocated corporate IT expenses to Australia and Canada of $9.0 million and $8.8 million, respectively, to conform with the presentation for the year ended December 31, 2025.

Financial information by business segment for each of the three years ended December 31, 2025, 2024 and 2023 is summarized in the following (in thousands):

2025AustraliaCanadaCorporate, other and eliminationsTotal
Revenues$460,295$178,554$—$638,849
Cost of sales and services339,457147,991313487,761
Revenues less cost of sales and services120,83830,563(313)151,088
Selling, general and administrative expenses32,42218,06124,85975,342
Depreciation and amortization expense36,89135,62310472,618
Other operating expense (income) (1)(442)(1,393)848(987)
Operating income (loss)51,967(21,728)(26,124)4,115
Recon to income (loss) before income taxes
Other income (loss) (2)(10,571)
Income (loss) before income taxes$(6,456)
Capital expenditures$14,363$5,779$48$20,190
2024AustraliaCanadaCorporate, other and eliminationsTotal
Revenues$426,956$245,087$10,079$682,122
Cost of sales and services315,374207,13510,158532,667
Revenues less cost of sales and services111,58237,952(79)149,455
Selling, general and administrative expenses30,25521,95121,14473,350
Depreciation and amortization expense31,04436,70429068,038
Other operating expense (income) (1)6,302(2,482)2,9156,735
Operating income (loss)43,981(18,221)(24,428)1,332
Recon to income (loss) before income taxes
Other income (loss) (2)(7,269)
Income (loss) before income taxes$(5,937)
Capital expenditures$15,703$10,344$91$26,138
2023AustraliaCanadaCorporate, other and eliminationsTotal
Revenues$336,763$352,795$11,247$700,805
Cost of sales and services243,011277,06710,209530,287
Revenues less cost of sales and services93,75275,7281,038170,518
Selling, general and administrative expenses24,14624,68623,77372,605
Depreciation and amortization expense28,69646,31912775,142
Other operating expense (income) (1)16(18,568)1,836(16,716)
Operating income (loss)40,89423,291(24,698)39,487
Recon to income (loss) before income taxes
Other income (loss) (2)876
Income (loss) before income taxes$40,363
Capital expenditures$21,632$9,216$785$31,633

(1)Other operating expense (income) for each reportable segment primarily includes other operating income and expenses for the years ended December 31, 2025, 2024 and 2023. In addition, for the years ended December 31, 2024 and 2023, Other operating expense (income) included impairment expense. For the years ended December 31, 2024 and 2023, Other operating expense (income) in Canada includes gain on sale of McClelland Lake Lodge assets, net.

(2)Other income (loss) is primarily related to interest expense, interest income and other income.

Financial information by geographic segment as of and for each of the three years ended December 31, 2025, 2024 and 2023, is summarized below (in thousands). Other revenues include export sales. Revenues are attributable to countries based on the location of the entity selling the products or performing the services Total assets are attributable to countries based on the physical location of the entity and its operating assets and do not include intercompany balances.

CanadaAustraliaOtherTotal
Revenues from unaffiliated customers$178,554$460,295$—$638,849
Total assets187,767272,90016,744477,411
Revenues from unaffiliated customers$245,087$426,956$10,079$682,122
Total assets208,248185,64311,181405,072
Revenues from unaffiliated customers$352,795$336,763$11,247$700,805
Total assets318,998205,70223,362548,062
  1. VALUATION ACCOUNTS

Activity in the valuation accounts was as follows (in thousands):

Balance atBeginningof PeriodCharged (Reduction) toCosts andExpensesDeductions(Net ofRecoveries)Translationand Other,NetBalanceat End ofPeriod
Year Ended December 31, 2025:
Allowance for credit losses on accounts receivable$208$12$—$16$236
Valuation allowance for deferred tax assets81,99810,6421,4724,39098,502
Year Ended December 31, 2024:
Allowance for credit losses on accounts receivable$199$33$(7)$(17)$208
Valuation allowance for deferred tax assets78,7698,983(910)(4,844)81,998
Year Ended December 31, 2023:
Allowance for credit losses on accounts receivable$299$79$(181)$2$199
Valuation allowance for deferred tax assets82,905(2,556)(1,767)18778,769
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.