XML 107 R28.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Share Based Compensation
12 Months Ended
Dec. 31, 2019
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Share Based Compensation
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 of Directors and the Compensation Committee of our Board of Directors 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 18.7 million Civeo common shares may be issued under the Civeo Plan.
 
Share-based compensation expense recognized in the years ended December 31, 2019, 2018 and 2017 totaled $13.9 million, $16.4 million and $15.4 million, respectively. Share-based compensation expense is reflected in Selling, general and administrative (SG&A) 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 $0.7 million, $1.2 million and zero for the years ended December 31, 2019, 2018 and 2017, respectively.

Options to Purchase Common Shares
 
No options were awarded in 2019, 2018 or 2017. The following table presents the changes in stock options outstanding and related information for our employees during the years ended December 31, 2019, 2018 and 2017
 
Options
 
Weighted
Average
Exercise
Price Per
Share
 
Weighted
Average
Contractual
Life (Years)
 
Intrinsic
Value
(Thousands)
Outstanding Options at December 31, 2016
165,886

 
$
17.98

 
4.6
 
$

Forfeited / Expired
(20,085
)
 
18.10

 
 
 
 
Outstanding Options at December 31, 2017
145,801

 
$
17.97

 
4.5
 
$

Outstanding Options at December 31, 2018
145,801

 
$
17.97

 
3.3
 
$

Outstanding Options at December 31, 2019
145,801

 
$
17.97

 
2.3
 
$

 
 
 
 
 
 
 
 
Exercisable Options at December 31, 2017
139,491

 
$
17.79

 
4.2
 
$

Exercisable Options at December 31, 2018
145,801

 
$
17.97

 
3.3
 
$

Exercisable Options at December 31, 2019
145,801

 
$
17.97

 
2.3
 
$

 
 
 
 
 
 
 
 

 
As no options were exercised in the last three years, the total intrinsic value of options exercised by our employees during 2019, 2018 and 2017 was zero. Additionally, the tax benefits realized for the tax deduction from options exercised during 2019, 2018 and 2017 totaled zero.
 
At December 31, 2019, unrecognized compensation cost related to options was zero.
 
The following table summarizes information for outstanding options of our employees at December 31, 2019
 
 
Options Outstanding
 
Options Exercisable
Range of Exercise
Prices
 
Number
Outstanding as
of December 31,
2019
 
Weighted
Average
Remaining
Contractual
Life
 
Weighted
Average
Exercise
Price
 
Number
Exercisable
as of
December 31,
2019
 
Weighted
Average
Exercise
Price
$16.43
 
63,142

 
1.13
 
$
16.43

 
63,142

 
$
16.43

$17.48
 
29,849

 
3.14
 
$
17.48

 
29,849

 
$
17.48

$18.43
 
27,553

 
2.13
 
$
18.43

 
27,553

 
$
18.43

$21.87
 
25,257

 
4.14
 
$
21.87

 
25,257

 
$
21.87

16.43 -21.87
 
145,801

 
2.25
 
$
17.97

 
145,801

 
$
17.97



Restricted Share Awards/ Restricted Share Units/ Deferred Share Awards
 
The following table presents the changes in restricted share awards, restricted share units and deferred share awards outstanding and related information for our employees and non-employee directors during the years ended December 31, 2019, 2018 and 2017
 
Number of
Awards/Units
 
Weighted
Average Grant
Date Fair Value
Per Share
Nonvested shares at December 31, 2016
1,298,372

 
$
4.41

Granted
1,655,067

 
3.14

Vested
(733,147
)
 
4.19

Forfeited
(49,968
)
 
3.43

Nonvested shares at December 31, 2017
2,170,324

 
$
3.54

Granted
2,861,775

 
3.42

Vested
(1,247,522
)
 
3.92

Forfeited
(101,839
)
 
3.69

Nonvested shares at December 31, 2018
3,682,738

 
$
3.31

Granted
1,725,018

 
2.29

Vested
(1,628,577
)
 
3.26

Forfeited
(97,643
)
 
3.23

Nonvested shares at December 31, 2019
3,681,536

 
$
2.86


 
The weighted average grant date fair value per share for restricted share awards, restricted share units and deferred share awards granted during 2019, 2018 and 2017 was $2.29, $3.42 and $3.14, respectively. The total fair value of restricted share awards, restricted share units and deferred share awards vested during 2019, 2018 and 2017 was $4.0 million, $3.8 million and $2.0 million, respectively. At December 31, 2019, unrecognized compensation cost related to restricted share awards, restricted share units and deferred share awards was $5.3 million, which is expected to be recognized over a weighted average period of 1.5 years.
 
Phantom Share Awards
 
Each phantom share award is equal in value to one 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. These awards are accounted for as a liability that is remeasured at each reporting date until paid.
 
The following table presents the changes in phantom share awards outstanding and related information for our employees during the years ended December 31, 2019, 2018 and 2017:
 
 
Number of Awards
Nonvested shares at December 31, 2016
6,269,964

Granted
750,525

Vested
(2,207,589
)
Forfeited
(263,161
)
Nonvested shares at December 31, 2017
4,549,739

Granted

Vested
(2,270,214
)
Forfeited
(12,951
)
Nonvested shares at December 31, 2018
2,266,574

Granted
1,415,277

Vested
(2,059,656
)
Forfeited
(12,687
)
Nonvested shares at December 31, 2019
1,609,508


 
At December 31, 2019, the balance of the liability for the phantom share awards was $0.8 million.  For the years ended December 31, 2019, 2018 and 2017, we made phantom share cash payments of $5.3 million, $8.2 million and $7.1 million, respectively.  At December 31, 2019, unrecognized compensation cost related to phantom shares was $1.3 million, as remeasured at December 31, 2019, which is expected to be recognized over a weighted average period of 2.1 years. The weighted average grant date fair value of phantom shares granted during the years ended December 31, 2019, 2018 and 2017 was $2.53, zero and $3.27, respectively.

Performance Share Awards
 
We grant performance awards, which cliff vest in three years subject to attainment of applicable performance criteria. These awards are 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. 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.

The fair value 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 was assumed to be zero since we do not currently pay dividends. 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 option. The initial TSR performance was based on historical performance of our common shares and the peer group’s common shares. 
 
2019
 
2018
 
2017
Risk-free weighted interest rate
2.5
%
 
2.4
 %
 
1.5
%
Expected volatility
68.0
%
 
79.0
 %
 
90.0
%
Initial TSR
0.7
%
 
(0.4
)%
 
0.04
%

 
The following table presents the changes in performance share awards outstanding and related information for our employees during the year ended December 31, 2019, 2018 and 2017
 
Number of
Awards
 
Weighted
Average Grant
Date Fair Value
Per Share
Nonvested shares at December 31, 2016
1,951,684

 
$
3.18

Granted
762,497

 
5.20

Vested

 

Forfeited
(38,699
)
 
3.64

Nonvested shares at December 31, 2017
2,675,482

 
$
3.75

Granted
848,830

 
5.30

Vested

 

Forfeited

 

Nonvested shares at December 31, 2018
3,524,312

 
$
4.12

Granted
1,184,599

 
3.73

Performance adjustment (1)
1,921,865

 
2.93

Vested
(3,843,730
)
 
2.93

Forfeited

 

Nonvested shares at December 31, 2019
2,787,046

 
$
4.61


 
(1)
Related to 2016 performance share awards that vested in 2019, which were paid out at 200% based on Civeo's TSR rank.

During the years ended December 31, 2019, 2018 and 2017, we recognized compensation expense associated with performance share awards totaling $4.3 million, $4.6 million and $3.0 million, respectively. At December 31, 2019, unrecognized compensation cost related to performance share awards was $5.1 million, which is expected to be recognized over a weighted average period of 1.7 years.