2014 05-16 update on may 2014 mlp conference v5

27
Peter C. Boylan III Chairman & CEO Les Austin Vice President & CFO 2014 NAPTP MLP Investor Conference | May 21 st , 2014 Confidential

Transcript of 2014 05-16 update on may 2014 mlp conference v5

Page 1: 2014 05-16 update on may 2014 mlp conference v5

Peter C. Boylan III – Chairman & CEO

Les Austin – Vice President & CFO

2014 NAPTP MLP Investor Conference | May 21st, 2014

Confidential

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LEGAL INFORMATION

Some of the statements in this presentation concerning future performance are forward-looking within the meaning of U.S. securities

laws. Forward-looking statements discuss the Issuer’s future expectations, contain projections of results of operations or of financial

condition, forecasts of future events or state other forward-looking information. Words such as “may,” “assume,” “forecast,” “position,”

“strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar

expressions are used to identify forward-looking statements. Forward-looking statements may include statements that relate to,

among other things, availability of cash flow to pay minimum quarterly distributions on the Issuer’s common units; the consummation

of financing, acquisition or disposition transactions and the effect thereof on the Issuer’s business; the Issuer’s existing or future

indebtedness and credit facilities; the Issuer’s liquidity, results of operations and financial condition; future legislation and changes in

regulations or governmental policies or changes in enforcement or interpretations thereof; changes in energy policy; increases in

energy conservation efforts; technological advances; volatility in the capital and credit markets; the impact of worldwide economic and

political conditions; the impact of wars and acts of terrorism; weather conditions or catastrophic weather-related damage;

earthquakes and other natural disasters; unexpected environmental liabilities; the outcome of pending or future litigation; and other

factors, including those discussed in “Risk Factors” section of the S-1 registration statement. Except for historical information

contained in this presentation, the matters discussed in this presentation include forward-looking statements that involve risks and

uncertainties. The Issuer does not undertake and specifically declines any obligation to publicly release the results of any revisions to

these forward-looking statements that may be made to reflect any future events or circumstances after the date of such statements or

to reflect the occurrence of anticipated and unanticipated events. Forward-looking statements are not guarantees of future

performance or an assurance that the Issuer’s current assumptions or projections are valid. Actual results may differ materially from

those projected. You are strongly encouraged to closely consider the additional disclosures and risk factors contained in the

prospectus.

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IPO SUMMARY – JANUARY 21ST, 2014

Issuer: Cypress Energy Partners, L.P. (NYSE: CELP)

Common units sold: 4,312,500 units (~ 4.5X oversubscribed)

Offering size: $86.25 million

IPO Price per unit: $20.00 (Yield of 7.75%); Current Yield ~ 6.9% @ $22.31

(5/16/14)

Minimum quarterly distribution: $0.3875 per unit ($1.55 annualized); Q1 2014 $0.3014 pro-

rated for IPO on 1/21/14

Equity market value: $264 million (11.826MM total units outstanding)

Estimated distribution coverage: 1.15x total unit coverage, 2.30x common unit coverage

Expected tax shield: ≥ 80%

% Owned by Sponsor/MGMT: ~ 64%

NOTE: This presentation is not an offering for securities.

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• Tulsa Inspection Resources, Inc. (TIR) − 50.1% interest in TIR entities held by CELP at IPO

− Remaining 49.9% future drop down opportunity

• Founded in 2003

• Pipeline inspection & integrity services

• Large provider of independent services − Pipelines and related infrastructures

− U.S. and Canada

− Proprietary database of 10,000+ inspectors

− 1,506 average inspectors employed during 1Q14

• Scalable

• Recurring revenue given maintenance,

repair & operations (MRO) activities relating

to existing pipelines

Pipeline Inspection & Integrity Services (PI&IS)Water & Environmental Services (W&ES)

• Founded in 2012

• Saltwater disposal and other water &

environmental services

• Sponsor (Charles Stephenson, Jr.; E&P)

• 9 owned SWD facilities (Bakken-7; Permian-2)− High quality construction & ops.

− Average age of 23 months at 3/31/14

− Avg. disposal volume of ≈52,000 barrels per day (BPD)

during 12 months ended 3/31/14

− ≈80% YTD volume is produced water

− Capacity to grow volumes, ≈38% TTM avg. facility

utilization

− Annual injection capacity of ≈50 million barrels

− 3 facilities currently receive piped water

• Manage 4 additional facilities in Bakken

CYPRESS ENERGY PARTNERS OVERVIEW

(1) Includes 100% of W&ES and 50.1% of PI&IS.

Serves Energy Companies

% of CELP 1Q14 Adj. Gross Margin: 43%(1) % of CELP 1Q14 Adj. Gross Margin: 57%(1)

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Pipeline Inspection & Integrity Services

Water & Environmental Services

INVESTMENT HIGHLIGHTS

Cypress/TIR team

has significant

industry experience

and connections

High quality new

SWD facilities in

active U.S. oil & gas

producing regions

Independent

inspection & integrity

business serving

large pipeline owners

of North America

Provide services

throughout long life

of customers’ assets

Heightened industry

focus on regulatory

compliance and

safety

Increasing U.S.

energy activity –

“U.S. Energy

Independence”

Cypress/TIR team

has significant

industry experience

and connections

Consolidation and

growth opportunities

in highly fragmented

markets

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WATER & ENVIRONMENTAL SERVICES

(1) Source: University of North Dakota Study of Bakken wells, April 2010.

Water Handling And

Disposal Is A Growing,

Multi-Billion Dollar Annual Market

Flowback: up to 47% of

injected water within 10 days(1)

Water

Acquisition

Fracturing

Fluid Mixing

Fracturing

Fluid Injection

Production of

Oil/Gas And

Saltwater

Well Completion

Produced Water

Transportation

Saltwater

Disposal (SWD)

Flowback Water

Transportation

RecyclingSaltwater Injection

Residual

Oil Sales

= Current Cypress Activities

Pipeline

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WASTEWATER (OR SALTWATER)

• Water is a byproduct of oil & gas operations, with virtually all wells producing

wastewater for lifespan of well

− Brinish fluid (saltwater) returns to the surface during well completion

(flowback water) and during production (produced water)

Produced

Water

Flowback

Water

• Naturally occurring water flows to surface with oil and natural gas

• Generated for lifespan of the well (in Bakken and Permian, can

be decades)

• Millions of gallons of water are injected during fracturing of

horizontal wells - 100 – 200,000 barrels not uncommon with

today’s growing multi-stage horizontal fracking completions.

• Portion of this water returns to surface during weeks following

completion

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SWD FACILITY OVERVIEW(1)

• Subsurface injection at an SWD facility is industry

standard method of saltwater disposal

• SWD facility: unload, filtration, separation, treatment,

tanks (water and oil), pumps, disposal well(s) and

associated equipment

• Residual (skim) oil is separated from saltwater and

saltwater is injected deep underground

(1) SWD wells are regulated by U.S. EPA as Class II injection wells. CELP Injection Interval > 4,000’

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TRANSPORTATION, CUSTOMERS, REVENUE

(1) CELP does not own trucks but serves trucking companies.

(2) CELP has 3 facilities that currently receive piped water, and a producer is in the process of building pipelines to CELP facilities. Additional piping

opportunities under discussion.

(3) Source: University of North Dakota Study of Bakken Wells, April 2010.

• 2 methods of saltwater transport

− Trucking is primary method of transporting saltwater today(1)

− Pipeline is alternative method for transporting saltwater from oil & gas well

to SWD facility(2)

• Producers increasingly favor piping, given trucking’s cost, carbon footprint,

road damage, weight limit and liability issues

• Disposal can be transportation-intensive; transportation is 56% to 84% of

Williston producers’ total water handling and disposal costs(3)

− Piping reduces operating costs (and carbon footprint, liability) for producers

Tra

nsp

ort

ation

Custo

me

rs

• Producers that contract directly with SWD facility (typically piping)

• Trucking companies hired by producers to transport saltwater

Reve

nu

e • SWD facility charges a fee per barrel of saltwater disposed

• SWD facility sells residual oil

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SWD DEMAND DRIVERS AND TRENDS

1. Increasing levels of U.S. onshore oil & gas production

− Increasing production equates to increasing saltwater volumes

− EIA forecasts 15+% growth from 2012 to 2014 in Lower 48(1)

(1) Source: U.S. EIA Petroleum Supply Monthly and Natural Gas Monthly, November 2013. Lower 48 States excluding Gulf of Mexico.

(2) Source: Texas Water Development Board, Proposed Mining Demands for 2016 Regional Use and 2017 State Water Plan, January 2013.

(3) Source: Spears & Associates, Drilling and Production Outlook, December 2013.

(4) Source: U.S. EIA Short-Term Energy Outlook, February 2013.

2. Increasing volumes of water utilized for completion of U.S.

oil & gas wells

− Total water used for fracturing in Texas more than doubled

from 2008 to 2011(2)

− Average U.S. onshore well length (and number of stages)

is increasing

3. Increasing capital needs and public & regulatory scrutiny

driving outsourcing

− Producers want to drill oil & gas wells, not build waste

infrastructure, with precious capital

4. Current CELP facilities in Williston/Bakken and Permian

− 2 of most active drilling regions

− Currently 181 rigs working in Williston & 498 in Permian

− Estimates call for 2,813 new wells to be completed in

Williston & 13,506 in the Permian during 2014

− EIA forecasts increasing production in both basins

12.35 13.77 15.38 16.67 17.71

0

3

5

8

10

13

15

18

20

23

25

2010 2011 2012 2013P 2014P

Lower 48 Oil & Gas Production (MMBoe/d)(1)

38,000 43,000 46,300 46,600 48,100

6,7537,498

7,862 8,155 8,308

3,000

3,500

4,000

4,500

5,000

5,500

6,000

6,500

7,000

7,500

8,000

8,500

9,000

9,500

10,000

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

2010 2011 2012 2013P 2014P

Wells Drilled Avg. Footage Per Well

All U.S. Onshore (3)

0.720.95

1.131.18 1.29 1.37

0.0

0.3

0.5

0.8

1.0

1.3

1.5

1.8

2.0

2012 2013P 2014P

Williston Basin (ND; SD; eMT) Permian Basin (TX; NM)

Hydrocarbon Liquids Production (4) (MMBbl/d)

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• Regulations require pipeline operators to develop an integrity management

program and conduct inspection, with operators outsourcing elements

PIPELINE INSPECTION & INTEGRITY SERVICES

Pipeline Inspection Is A Growing,

Multi-Billion Dollar Annual Market

End

Users

Wellhead Gathering System Processing/Treating

Facilities

Pipelines/Transportation

Lines/Storage Facilities

Construction and Repair Management

Project supervision and coordination of field activities

Dig site excavation oversight

Defect assessments and mapping/surveying

Documentation

Staking Services

AGM placement

Dig site staking

In-line Inspection

Smart pigs

Pig tracking

Other Non-destructive Examination (NDE) Inspection

Visual/aerial

X-ray

Ultrasonic

Other testing

Data and Integrity Program Management Services

Smart pig and other NDE inspection data

Anomaly and above ground marker (AGM) reports

Automated dig sheet generation

= Current TIR Activities

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INFRASTRUCTURE BY USER/SECTOR

NGL Fractionation

Residential

Electric Generation

Commercial/Industrial

Residential

LNG Export

Chemicals and Plastics

Refinery

DownstreamUsers

MidstreamUpstream

Oil & Gas Wells

Crude Oil Gathering

Gas Gathering

CompressionGas Processing & Treating Plants

Compression

Natural Gas Transmission Pipelines

Natural Gas Local

Distribution Company

Distribution Lines

NGL Transmission

Pipelines

Crude Oil Field Tank Battery

Truck

Rail

Crude StorageCrude Transportation

Pipelines

Natural Gas Liquid (“NGL”) Transmission

Pipelines

Natural Gas

Storage

User/Sector

Currently

Served By

TIR

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CUSTOMERS AND REVENUE

• Midstream pipeline companies are historically the largest consumers of

independent inspection & integrity services

• Oil & gas producers with gathering systems are customers that are subject to

additional scrutiny due to recent regulations

• Local Distribution Companies (“LDCs”) and Public Utility Companies (“PUCs”)

represent small but growing component customer base

− Recent high profile LDC/PUC accidents have increased regulatory oversight

− Like gathering systems, utility pipelines are subject to additional scrutiny due

to recent regulations

• Customers typically pay daily rate per inspector as well as per diems/expenses

Custo

me

rsR

eve

nu

e

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0%

5%

10%

15%

20%

25%

• North American oil & gas wells

can produce for decades,

including U.S. onshore wells

− Wells can produce higher %

water as they age

• North American pipeline

infrastructure also lasts decades

− 60+% of U.S. active pipeline

was installed 40+ years ago(1)

− Older pipeline is more

susceptible to failures

SERVICES FOR LIFESPAN OF ASSETS

(1) Source: INGAA The Role of Pipeline Age in Pipeline Safety, November 2012.

% Of U.S. Pipe Mileage Installed

By Decade(1)

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Arctic, $0.3

Southwest, $56.0

Southeast, $35.6

Central, $48.1

Northeast, $33.6

Canada, $38.7

Midwest, $20.8

Western, $12.4

Offshore, $5.3

INSPECTION DEMAND DRIVERS AND TRENDS

1. Substantial existing infrastructure is aging

− ~ 2.3+ million miles of transmission and

distribution pipelines in U.S. plus

millions of miles of gathering systems(1)

(1) Source: Pipeline and Hazardous Materials Safety Administration (PHMSA), U.S. Department of Transportation main website.

(2) Source: INGAA North American Midstream Infrastructure Through 2035, June 2011.

2. Expanding infrastructures with shifts in

energy production and consumption

− $250+ billion will need to be invested in

North American energy infrastructure

from 2011-2035(2)

3. Operators of pipelines and related infrastructure are facing increasingly stringent

government regulations and safety requirements, are not staffed to address and

are increasingly preferring to outsource for independence and avoidance of

permanent overheads

2011-2035 Infrastructure Investment(2)

(U.S. Dollars in Billions)

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COMPETITIVE LANDSCAPE

• Certain producers with private SWD

facilities serving own production

• Service providers with commercial SWD

facilities serving producers (piping),

vertically integrated trucking companies

and third party trucking companies

• Highly fragmented market of oil & gas

industry(1)

• NGL Energy Partners (NGL) has been

actively acquiring businesses within the

water services sector since June 2012

• Ferrellgas Partners, L.P (FGP) recently

entered sector with Eagleford purchase.

• In-house personnel

• Engineering & construction (E&C)

companies

• Independent inspection & integrity

services companies

• Examples: Wood Group/Mustang (E&C);

Intertek/Moody Int’l, Houston Inspection,

(independent inspection)

• TIR is believed to be one of the leading

providers of independent inspectors to

the North American pipeline industry

(1) For example, data available from the Texas Railroad Commission lists over 900 operators owning approximately 2,500 commercial SWD wells in Texas with

the largest operator having 73 SWD wells and several hundred operators owning only a single SWD well.

Cypress was 1st IPO in W&ES as well as in PI&IS

Pipeline Inspection & Integrity Services (PI&IS)

Water & Environmental Services (W&ES)

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CYPRESS’ OWNED SWD FACILITIES

Mountrail County, ND Facility (2 Wells)

• Opened June 2012 – 10 acres(1)

• 4,000+ feet deep SWD injection zone

• 1st wellbore: est. capacity of 13,500 BPD

• 2nd wellbore: est. capacity of 15,000 BPD

• (3) Piped water lines – Public E&P client

• DVR security systems

• Automation systems (1) Cypress facilities are up to 30 acres.

7 Owned ND Facilities

2 Owned TX Facilities

SWD facility with piped water

SWD facility

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462 530

727 716

689

799

1,035

1,153 1,180

1,303

1,667 1,745

1506

200

400

600

800

1,000

1,200

1,400

1,600

1,800

Q1 Q2 Q3 Q4

2011 2012 2013 2014Number of

Inspectors

LEADER IN INDEPENDENT INSPECTION

• Strong long-term relationships with

customers and inspectors

− Proprietary database of

10,000+ inspectors

• Serves 58+ customers across

North America in >45 states +

Canada(1)

• Growing revenue & new customers

(1) For the three months ended March 31, 2014.

Revenue (U.S.

dollars in millions)2012 2013 1Q13 1Q14

TIR (100%) $234 $380 $74 $92

1,506 average for 1Q14

(up 28+% from year ago)

Average TIR Inspector Headcount Per Quarter

TIR’s Top Customers By Revenue – 12 Months 12/31/13 (In Alpha Order)

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HEIGHTENED REGULATORY LANDSCAPE

• Evolving environmental and safety regulations for both business segments

• High profile spills and incidents with pipelines in California, NYC, and Michigan

have lead to heightened government and media scrutiny and aggressive

prosecution of PG&E by the government including record fines and penalties.

• Increased outsourcing by oil & gas customers in both business segments

− Seeking independent or third party service provider such as Cypress/TIR

− Cypress/TIR advantage: history in oil & gas industry; positive reputation

− Significantly limits applicability of grandfather clause for pre-1970

(or 50+% of) pipelines as pertains to testing/inspection

− Expansion into gathering systems and LDC/PUC pipelines

− Critical elements positively impacting TIR business take effect in the near term

Example: Pipeline Transportation Safety Improvement Act of 2011

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CFO of RAM Energy Resources*

CFO of Matrix Service Company*

Positions at Flint Energy Construction and Ernst & Young

G. Les Austin

VP and CFO

EXPERIENCED MANAGEMENT TEAM

* denotes public company

Peter C. Boylan, III

Chairman, CEO and

President

Co-Founder of Cypress Energy Partners

Director of MRC Global* and BOK Financial*

Former Director and Officer of Liberty Media* companies

CFO of Cherokee Nation Businesses

Positions with BOK Financial*, Gemstar TV Guide

International* and KPMG

Don LaBass

VP and Chief

Accounting Officer

VP of Operations of Bosque Systems

Positions at Vartec Telecom and Ernst & YoungJeff English

VP of Operations

Shareholder & Attorney at GableGotwals Counsel

Senior Counsel at The Williams Companies*

20+ years of legal experience

Richard Carson

VP and General

Counsel

Randall Lorett

TIR President & CEO

Co-Founder of TIR (2003)

25 years of experience in pipeline inspection & integrity services

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VERY EXPERIENCED BOARD OF DIRECTORS

* denotes public company

Co-Founder of Cypress Energy Partners

Founded Vintage Petroleum* (sold to Oxy in 2006)

Co-Founder and Chairman of Premier Natural Resources

Charles C.

Stephenson, Jr.

Director & “Sponsor”

Vice Chairman of Investment Banking at Duff & Phelps

Director of Continental Resources* and Willbros*

John T. McNabb, II

Director

Co-Founder of Cypress Predecessor

Has other SBG entities

CEO and President of Edgewood Vista Senior Living

Phil Gisi

Director

And “ND Partner”

Retired President & CEO of BOK Financial Corporation*

$27 billion public bank holding company with over thirty years of

banking experience with energy companies

Stan Lybarger

Director

Henry L. Cornell

Director

Former Vice Chairman of Goldman Sachs Merchant Banking

Previously practiced law at Davis, Polk & Wardwell

Director of MRC Global*

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CELP GROWTH OPPORTUNITIES

Organic Growth And Existing Opportunities

• Multiple SWD facilities in U.S. (e.g., TX/NM Permian, Bakken, Eagle Ford,

OK Panhandle), including piped facilities

• Associated W&ES services (e.g., oil reclamation, landfills, etc.)

• PI&IS services (e.g., aerial inspection, additional NDE, right-of-way, hydro testing,

pigging services, etc.)

• Increased utilization of existing assets (W&ES) and personnel (PI&IS)

• Sponsor owns additional 49% interests in TIR entities (U.S.; Canada; NDE)

• Partnering opportunities with producers (e.g., piping water to CELP SWD facilities)

• Another SWD facility at Sponsor

• Additional SWD facility management opportunities

• Expanded PI&IS services (e.g., additional NDE services and users for PI&IS)

• First right to negotiate with ND Partner on other SBG entities (e.g., pipeline

construction opportunities, gas & diesel wholesale venture, rail spur, etc.)

Additional Acquisition Opportunities

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$248.4

$402.3

$13.0

$21.2

$0

$10

$20

$30

$40

$0

$100

$200

$300

$400

$500

12/31/12PF 12/31/13PF

Ad

j. E

BIT

DA

(D

ollars

in

Millio

ns)

Rev

en

ue (

Do

llars

in

Millio

ns)

12 Months Ended

919

1,474

$233.8

$379.9

$0

$100

$200

$300

$400

0

500

1,000

1,500

2,000

12/31/12PF 12/31/13PF

Re

ve

nu

e (

Do

llars

in

Mil

lio

ns

)

Av

era

ge

Nu

mb

er

of

Ins

pe

cto

rs

12 Months Ended

11.0

19.7

$14.6

$22.4

$0

$5

$10

$15

$20

$25

0

5

10

15

20

25

30

35

12/31/12PF 12/31/13PF

Rev

en

ue (

Do

llars

in

Millio

ns)

Dis

po

sed

Salt

wate

r (M

MB

bl)

12 Months Ended

PI&IS Summary(1)

CONSOLIDATED CELP FINANCIAL PERFORMANCE

Revenue(2) And Adjusted EBITDA(3)

W&ES Summary

Revenue

Adj. EBITDA

(1) Includes 100% of PI&IS.

(2) Includes 100% of W&ES and 100% of PI&IS.

(3) Includes 100% of W&ES and 50.1% of PI&IS.

(4) Does not reflect incremental G&A Expense for being a publicly traded partnership.

Disposal Volume

Revenue

Avg. # of Inspectors

Revenue

(4)

(4)

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First Quarter 2014 Highlights

• Declared cash distribution of $3.6 million

• Distributable cash flow of $3.1 million

• Adjusted EBITDA was $6.5 million for the quarter:

• Prior to the IPO - $1.6 million

• Attributable to non-controlling interests - $1.6 million

• Attributable to CELP - $3.3 million

• Net income was $3.5 million for the quarter:

• Prior to the IPO - $0.6 million

• Attributable to non-controlling interests - $0.8 million

• Attributable to CELP - $2.1 million

• Net income for the quarter includes the impact of non-

recurring charges related to the IPO of $0.4 million

$79.5

$97.5

$4.8 $5.0

$0

$2

$4

$6

$8

$10

$0

$20

$40

$60

$80

$100

3/31/13PF 3/31/14

Ad

j. E

BIT

DA

(D

ollars

in

Millio

ns)

Re

ve

nu

e (

Do

llars

in

Mil

lio

ns

)

3 Months Ended

1,180

1,506

$74.2

$92.3

$0

$20

$40

$60

$80

$100

0

500

1,000

1,500

2,000

3/31/13PF 3/31/14

Re

ve

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Do

llars

in

Mil

lio

ns

)

Av

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Nu

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of

Ins

pe

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3 Months Ended

4.6 4.0

$5.3 $5.3

$0

$1

$2

$3

$4

$5

$6

$7

$8

$9

$10

0

1

2

3

4

5

6

7

8

9

10

3/31/13PF 3/31/14

Re

ve

nu

e (

Do

llars

in

Mil

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ns

)

Dis

po

sed

Sa

ltw

ate

r (M

MB

bl)

3 Months Ended

PI&IS Summary(1)

CONSOLIDATED CELP FINANCIAL PERFORMANCE

Revenue(2) And Adjusted EBITDA(3)

W&ES Summary

Revenue

Adj. EBITDA

(1) Includes 100% of PI&IS.

(2) Includes 100% of W&ES and 100% of PI&IS.

(3) Includes 100% of W&ES and 50.1% of PI&IS.

(4) Includes 100% of PI&IS for 20 days and 50.1% of PI&IS for 70 days.

Disposal Volume

Revenue

(4)(4)

Avg. # of Inspectors

RevenueWinter weather

impact

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(U.S. Dollars In Thousands)

March 31, 2014

Cash and Cash Equivalents 24,032$

Long-Term Debt:

New Credit Facility 70,000$

Total Long-Term Debt 70,000$

Owners' Equity:

Partners' Capital:

Common Units (5,913,000 units outstanding) 23,645$

Subordinated Units (5,913,000 units outstanding) 83,708

General Partner 1,999

Accumulated Other Comprehensive Loss (286)

Total Partners' Capital 109,066

Non-controlling interests 27,294

Total Owners' Equity 136,360$

Total Capitalization 206,360$

FINANCIAL FLEXIBILITY – CREDIT FACILITY

• Credit Facility of $120 MM

− Arrangers: Deutsche Bank, BMO

− $65 MM Borrowing Base Facility &

$55 MM Acquisition Facility

− Also provides for $100 MM Accordion(1)

• Current leverage ratio of .8X pursuant to

facility terms

• Average cost of debt in Q1 2014 = 3.36%

• Leverage covenant excludes Borrowing Base

Facility outstanding

• All covenants based on 100% Adj. EBITDA

rather than Adj. EBITDA Attributable To

Controlling Interests

• Credit facility supports 100% of TIR

• IPO provided access to capital markets

CELP Capitalization

(1) Accordion subject to additional commitments from lenders and satisfaction of certain other conditions.

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26 Confidential

(U.S. Dollars In Thousands) Actual

Period From

Year Ended Year Ended 1/21/14 to

12/31/12 12/31/13 3/31/14

Reconciliation of Adjusted EBITDA(1)

to Net Income (Controlling Interests)

Net Income (Controlling Interests) 9,727$ 5,657$ 2,098$

Add:

D&A Expense(1)2,541 5,434 983

Impairment Loss(1)- 8,156 -

Income Tax Expense(1)179 8,197 63

Interest Expense(2)586 2,456 178

Credit Facility/IPO Fees & Expenses(1)- 2,550 -

Less:

Gain on Reversal of Contingent Consideration(1)- 11,250 -

Adjusted EBITDA(1)13,033$ 21,200$ 3,322$

Pro Forma

EBITDA RECONCILIATION

Adjusted EBITDA as presented below may not be comparable to similarly titled measures of other companies. The following

table presents a reconciliation of Adjusted EBITDA to net income attributable to CELP, on a pro forma basis, as applicable

for each of the periods indicated.

(1) 100% attributable to W&ES and 50.1% attributable to PI&IS.

(2) Interest expense reflected as if CELP had entered into its New Credit Facility on January 1, 2012, plus applicable commitment and loan origination fees. The non-

controlling interest holders in the TIR entities will be charged a fee that will equal the interest expense the non-controlling interest holders would have paid to incur

$10.0 million in incremental borrowings under CELP’s New Credit Facility to purchase the non-controlling interest holders’ interests in the TIR entities plus the full amount

of loan origination fees.

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27 Confidential

Pipeline Inspection & Integrity Services

Water & Environmental Services

THANK YOU

Cypress/TIR team

has significant

industry experience

and connections

High quality new

SWD facilities in

active U.S. oil & gas

producing regions

Independent

inspection & integrity

business serving

large pipeline owners

of North America

Provide services

throughout long life

of customers’ assets

Heightened industry

focus on regulatory

compliance and

safety

Increasing U.S.

energy activity –

“U.S. Energy

Independence”

Cypress/TIR team

has significant

industry experience

and connections

Consolidation and

growth opportunities

in highly fragmented

markets