2015 capital link mlp investing forum
TRANSCRIPT
Peter C. Boylan III – Chairman & CEO
Les Austin – Vice President & CFO
Capital Link’s 2nd Annual Master Limited Partnership Investing Forum
March 5, 2015
Confidential
NYSE: CELP
2 Confidential
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 Company’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 Company’s common units; the consummation of financing, acquisition or disposition transactions and the
effect thereof on the Company’s business; the Company’s existing or future indebtedness and credit facilities; the Company’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 our annual report on Form 10-K. Except for historical
information contained in this presentation, the matters discussed in this presentation include forward-looking statements that involve risks and
uncertainties. The Company 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
Company’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.
3 Confidential
• You can not deliver oil, natural gas, or other products to end
users (refineries, gas plants, homes, factories, storage, etc.)
without pipelines that require inspection services.
• Tulsa Inspection Resources, LLC (TIR)
− 100% wholly owned subsidiary
− 50.1% interest in TIR entities held by CELP at IPO;
Remaining 49.9% acquired in February 2015 drop down
• Large provider of independent services
− Pipelines and related infrastructures
− Oil, natural gas, refined products, PUC’s, storage, gas plants,
compressor stations, etc.
− North America - U.S. and Canada
− Proprietary database of 12,000+ inspectors
− 1,648 average inspectors employed during 3Q14
• Recurring revenue opportunities given maintenance,
repair & operations (MRO) activities
Pipeline Inspection & Integrity Services (PI&IS)Water & Environmental Services (W&ES)
• You can not produce oil or natural gas without producing
saltwater that needs to be properly managed.
• Saltwater disposal is regulated by various states and the US
EPA to protect the environment.
• CELP has 11 Owned SWD facilities
− High quality new construction & well bores
− Avg. disposal volume of ~ 52,000 barrels per day (BPD)
during 9 months ended 9/30/14
− >80% YTD volume is produced and piped water (not
flowback tied to new drilling)
− Capacity to grow volumes, ~ 34% YTD avg. utilization
− Annual injection capacity of ~ 50 million barrels
− 4 facilities currently receive piped water directly from oil &
gas wells owned by E&P companies
• Manage 3 additional facilities in Bakken
CYPRESS ENERGY PARTNERS (“CELP”) OVERVIEW
(1) Includes 100% of W&ES and 100% of PI&IS.
Serves Energy Companies
% of CELP 3Q14 YTD Gross Margin: 28.9%(1) % of CELP 3Q14 YTD Gross Margin: 71.1%(1)
4 Confidential
CELP VISION & LONG TERM STRATEGY
Build a great diversified MLP focused on long term growth
• We completed our first drop down of the remaining 49.9% of our pipeline inspection business not owned by
CELP in February 2015 in an accretive all cash transaction.
• We announced our Q4 dividend would remain unchanged from Q3.
• We have a broad IRS private letter ruling (“PLR”) that provides for wonderful diversification opportunities
and expansion into some areas that have previously not been MLP eligible.
• We started with two legs under our chair (Pipeline Inspection & Integrity and Water & Environmental
services) with plans to diversify into other lines of business over time including traditional midstream assets.
• We have assembled a talented, experienced management team and a world class board of directors with over
200 years of energy experience.
• We completed our IPO in January 2014 and founders and management retained ~ 64% of the LP and 100%
of the general partner. We were 4.5x oversubscribed at IPO and have held up reasonably well despite
dramatic changes in the energy industry. We exceeded our dividend plans in the first year as a public entity.
• We looked at over 60 acquisition opportunities and fortunately exercised outstanding discipline/diligence and
avoided paying inflated prices for assets in 2nd half of 2013 and all of 2014.
• We increased our credit facility in October 2014 by >65% to $200 million providing great flexibility to grow.
Recent Events
5 Confidential
CELP GROWTH OPPORTUNITIES – BROAD PLR
Qualifying Income Under Existing Private Letter Ruling
• Removal, treatment, recycling & disposal of flowback and produced water. (SWD’s, transportation,
pipelines, etc.)
• Removal, treatment, recycling & disposal of completion fluids, drilling mud, drill cuttings, contaminated
soil, tank bottoms, pit water and fracturing fluids
• Removal, treatment, recycling & disposal of fluids from cleaning storage tanks, trucks and equipment
• Marketing & distribution of chemicals and salvaged hydrocarbons
• Infrastructure inspection required by law including oil & gas pipelines or gathering systems, drilling, E&P,
mineral & natural resources and mining
• Transportation & heating of frac water
• Design, own, manage & operate rail, and rail transportation assets
• Communications for remote monitoring of E&P assets
The IRS has not issued any new PLR’s for the last 10+ months while they review policy.
6 Confidential
CUSTOMERS AND REVENUE
• We serve over 50+ customers including dozens of blue chip
publicly-traded E&P companies including but not limited to
Anadarko, Hess, Royal Dutch Shell, Devon, Continental, Whiting,
Cimarex, BHP, etc.
• Two methods of saltwater transport
− Trucking is primary method of transporting saltwater today(1)
− Pipeline is alternative preferred method for transporting
saltwater from oil & gas wells to SWD facility(2)
• Producers increasingly favor piping, given trucking cost, carbon
footprint, road damage, safety, weight limits and liability issues
• Disposal can be transportation-intensive; transportation is > 70% of
Williston producers’ total water handling and disposal costs(3)
• SWD facility charges a fee per barrel of saltwater disposed.
- Produced water – for life of oil & gas well
- Flow back water – immediately after completion of well
• SWD facility sells residual oil
• TIR has over 60+ clients in North America and majority are
publicly-traded investment grade companies. PG&E,
Sempra, OneOK, Williams, DCP, Enterprise, Plains, etc.
• 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 & 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. PG&E San Bruno, CA incident.
− 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. Can be hourly in some markets.
• Inspector utilization is generally 100% as they are typically paid
only when billable. Non-destructive examination can be different.
Pipeline Inspection & Integrity Services (PI&IS)
Water & Environmental Services (W&ES)
(1) CELP does not own trucks but serves trucking companies.
(2) CELP has 4 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: Current market rates per bbl + disposal for produced water.
7 Confidential
LEADER IN INDEPENDENT INSPECTION• Strong long-term relationships with customers and
inspectors
− Proprietary database of
12,000+ inspectors
• Serve 60+ customers across
North America in >45 states + Canada(1)
• Growing revenue & new customers
(1) Customer and state counts for the three months ended September 30, 2014.
Average TIR Inspector Headcount Per Quarter
TIR’s Top Customers By Revenue – 9 Months 9/30/14 (In Alpha Order)
462 530
727 716
689
799
1,035
1,153
1,180 1,303
1,667 1,745
1,506 1,434 1,648
1,552
200
400
600
800
1,000
1,200
1,400
1,600
1,800
Q1 Q2 Q3 Q4
2011 2012 2013 2014Num
$-
$100.0
$200.0
$300.0
$400.0
2011 2012 2013 9 Months'13
9 Months'14
TIR Revenue $ In Millions
8 Confidential
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.
• Ferrellgas Partners, L.P (FGP) entered sector
with Eagle Ford purchase in 2014.
• 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,
Mistras, Applied
• 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)
9 Confidential
PIPELINES ARE ESSENTIAL FOR OUR ENERGY SUPPLY
You must inspect pipelines regularly pursuant to various state and federal
laws. The U.S. has millions of miles of pipelines & gathering systems and
continues to build more to support the countries energy requirements.
Hydrocarbons are corrosive by nature and eventually require pipeline repair &
replacement.
10 Confidential
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, March 2014.
(3) Source: Stifel Diversified Industrials Industries Update, February 2015.
4. 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
2014-2035 Infrastructure Investment(2)
(U.S. Dollars in Billions of 2012$)
Western, $14
Arctic, $1
Canada, $139
Central, $109
Midwest, $29
Northeast , $81
Offshore, $5
Southeast, $39
Southwest, $223
2. Expanding infrastructures with shifts in
energy production and consumption
− $640+ billion will need to be invested in
North American energy infrastructure
from 2014-2035(2)
3. ~ 12% growth projected in overall pipeline
market (gathering, midstream and long-
haul) in 2015 after assuming a 25% decline
in gathering related activities.(3)
11 Confidential
LIQUID PETROLEUM PIPELINES More than 190,000 miles of liquid petroleum pipelines traverse the United States. They connect producing
areas to refineries and chemical plants while delivering the products American consumers and businesses
need. They move crude oil from oil fields on land and offshore to refineries where it is turned into fuels and
other products, then from the refineries to terminals where fuels are trucked to retail outlets. Pipelines
operate safely 24 hours a day, seven days a week.
12 Confidential
NATURAL GAS PIPELINE NETWORKS • The U.S. natural gas pipeline network is a highly integrated transmission and
distribution grid that can transport natural gas to and from nearly any location in the
lower 48 States.
• The natural gas pipeline grid comprises:
• More than 210 natural gas pipeline systems.
• 305,000 miles of interstate and intrastate transmission pipelines
• More than 1,400 compressor stations that maintain pressure on the natural gas
pipeline network and assure continuous forward movement of supplies
• More than 11,000 delivery points, 5,000 receipt points, and 1,400
interconnection points that provide for the transfer of natural gas throughout the
United States.
• 24 hubs or market centers that provide additional interconnections
• 400 underground natural gas storage facilities
• 49 locations where natural gas can be imported/exported via pipelines
• 8 LNG (liquefied natural gas) import facilities and 100 LNG peaking facilities
13 Confidential
• Regulations require pipeline operators to develop integrity management programs and
conduct inspections, 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
14 Confidential
NON-DESTRUCTIVE EXAMINATION (“NDE”)
State-of-the-art new digital NDE automated pipe scanner and analysis technology 5x +
faster than previous technology utilized by competitors. Hand scanner 50X faster than
prior tools.
15 Confidential
AGING U.S. PIPELINE INFRASTRUCTURE
12%
48%
30%
10%
0%
10%
20%
30%
40%
50%
60%
Pre-1950 1950-1969 1970-1999 2000-2009
U.S Pipeline Age Distribution by Date of
Installation• Aging U.S. oil & gas pipeline infrastructure will
drive demand for pipeline services.
• Nearly 60% of the United States’ pipelines are over
40 years old.
• In the late 1980’s and during the 1990’s, low
commodity prices led to lower levels of exploration
and production activity and under-investment in
infrastructure.
• Pipelines vary in size (OD) and pipe wall thickness
This presents a growing opportunity for pipeline
construction, testing, maintenance and repair services.
20%
31%14%
6%
9%
4%
16%
Causes of Gas Transmission Pipeline Incidents
Corrosion
Material or Weld Failures
Excavation Damage
Natural Forces
Other Outside Forces
Incorrect Operation
Other
• Pipeline failures are often caused by
detectable/preventable factors.
• 51% of transmission line failure is the result of aged
or dilapidated infrastructure.
• Pipeline inspection and integrity services such as
pig tracking, mobile x-ray/ultrasonic testing, and
other inspection can identify anomalies before they
lead to bigger problems.
Sources: Interstate Natural Gas Associates of America and U.S. Department of
Transportation
16 Confidential
CYPRESS’ OWNED SWD FACILITIES (1)
Mountrail County, ND Facility (2 Wells)
• Opened June 2012
• 4,000+ feet deep SWD injection zone
• 2 well bores with ~ 28,000 BPD of capacity
• (3) piped water lines – Public E&P client
• DVR security systems
• Automation systems
(1) Cypress facilities are up to 30 acres.
9 Owned ND Facilities
2 Owned TX Facilities
SWD facility
SWD facility with piped water
17 Confidential
SWD FACILITY OVERVIEW(1)
• Subsurface injection deep into the earth away from
drinking water at an SWD facility is industry standard
method of saltwater disposal
• EPA Class II injection wells have multiple layers of
protection in design to protect the environment
• 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. Oil then sold
(1) SWD wells are regulated by U.S. EPA as Class II injection wells.
CELP Injection Interval > 4,000’
18 Confidential
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 SaltwaterWell Completion
Produced Water
Transportation
Saltwater
Disposal (SWD)
Flowback Water
Transportation
RecyclingSaltwater Injection
Residual
Oil Sales
= Current Cypress Activities
Pipeline
19 Confidential
INCREASING DISPOSED VOLUMES
• Cypress’ first SWD facility began service in June 2011
− Disposed saltwater volumes have increased from 0.6 million barrels in
Q3 2011 to as high as 5.5 million barrels in Q3 2014
Cypress Disposed Volumes Of Saltwater
(1) Only one month of operations.
(1)
0
2
4
6
8
10
12
0
500,000
1,000,000
1,500,000
2,000,000
2,500,000
3,000,000
3,500,000
4,000,000
4,500,000
5,000,000
5,500,000
6,000,000
Q2
2011
Q3
2011
Q4
2011
Q1
2012
Q2
2012
Q3
2012
Q4
2012
Q1
2013
Q2
2013
Q3
2013
Q4
2013
Q1
2014
Q2
2014
Q3
2014
Q4
2014Quarterly Disposed Volumes Of Saltwater In Barrels Average Number of SWD Facilities
Barrels 100% Owned Facilities
Extreme
winter
20 Confidential
CELP GROWTH OPPORTUNITIESOrganic Growth And Existing Opportunities
• Build, acquire, or JV additional lines of business in pipeline inspection and integrity. (e.g.
hydro testing, nitrogen services, pigging, software, aerial inspection, etc.)
• Multiple SWD facilities in U.S. (e.g., TX/NM Permian, Bakken, Eagle Ford, Utica,
OK Panhandle) including piped facilities
• Associated W&ES services (e.g., oil reclamation, chemicals, water transfer, landfills, etc.)
• Penetrate new pipeline inspection customers and increase share of spending with existing
• Grow our non-destructive examination (“NDE”) services with existing and new clients
• Increased utilization of existing SWD’s that have substantial incremental capacity
• Partnering opportunities with producers (e.g., piping water to CELP SWD facilities)
• Additional SWD facility management opportunities (likely some bank foreclosures coming)
• First right to negotiate with ND Partner on other SBG entities (e.g., pipelines, opportunities,
diesel wholesale venture, rail spur, transportation assets, etc.)
Additional Acquisition Opportunities
21 Confidential
IPO SUMMARY – JANUARY 21ST, 2014Company: 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 ~ 8.65% @ $18.80
(2/27/15)
Minimum quarterly distribution:
Unplanned quarterly increases:
$0.3875 per unit ($1.55 annualized) for 2014
Q2 2014 $0.3968; Q3 2014 $0.4064; Q4 2014 $0.4064
Equity market value: ~ $222 million (11,826,000 total units outstanding)
9 Months Distribution coverage: 1.04x total unit coverage, 2.08x common unit coverage
Expected tax shield: ≥ 80%
% Owned by Founders/MGMT:
Average daily trading volume:
Credit facility:
~ 64% of LP & 100% of GP
49,500 Trailing 90 days
~ $70 million available on $200 million facility (after $52.6
million acquisition of remaining 49.9% of TIR). $125 million
accordion available
NOTE: This presentation is not an offering of securities.
22 Confidential
TIR DROPDOWN OVERVIEW
CELP previously had full control of all TIR entities but only owned
50.1% of equity and ~ 58% of DCF.
CELP public credit facility previously supported 100% of TIR and had
all of its collateral
Given GAAP accounting, CELP previously consolidated 100% of the
EBITDA of TIR and then backed out the 49.9% minority interest,
before determining distributable cash flow (“DCF”)
This dropdown had been discussed and considered dating back to our
IPO and first Board meeting as a public company in March 2014 and
each subsequent Board meeting
In the 3Q 2014 earnings release issued 11/12/14, we disclosed to
investors our plans to drop all or a portion of TIR’s minority interest in
the near future.
23 Confidential
Third Quarter 2014 Highlights
• Declared cash distribution of $4.8 million
• Distributable cash flow of $5.2 million
• Adjusted EBITDA was $7.9 million for the quarter:
• Attributable to non-controlling interests - $2.6
million
• Attributable to CELP - $5.3 million
• Net income was $5.1 million for the quarter:
• Attributable to non-controlling interests - $1.5
million
• Attributable to CELP - $3.6 million
PI&IS Summary(1)
CONSOLIDATED CELP FINANCIAL PERFORMANCE: 3 MONTHS ENDED
Revenue(2) And Adjusted EBITDA(2)
W&ES Summary
Revenue
Adj. EBITDA
(1) Includes 100% of PI&IS.
(2) Includes 100% of W&ES and 100% of PI&IS.
Disposal Volume
Revenue
(4)
Avg. # of Inspectors
Revenue
5.1 5.5
$6.1 $6.0
$0
$1
$2
$3
$4
$5
$6
$7
$8
$9
$10
0
1
2
3
4
5
6
7
8
9
10
9/30/13PF 9/30/14
Rev
enu
e (D
oll
ars
in
Mil
lio
ns)
Dis
po
sed
Sa
ltw
ate
r (
MM
Bb
l)
3 Months Ended
1,667 1,648
$110.9 $105.0
$100
$200
0
500
1,000
1,500
2,000
9/30/13PF 9/30/14
Rev
enu
e (D
oll
ars
in
Mil
lio
ns)
Av
era
ge
Nu
mb
er o
f In
spec
tors
3 Months Ended
$117.0 $111.0
$8.8 $7.9
$0
$2
$4
$6
$8
$10
$0
$20
$40
$60
$80
$100
$120
$140
9/30/13PF 9/30/14
Ad
j. E
BIT
DA
(D
oll
ars
in
Millio
ns)
Rev
enu
e (D
oll
ars
in
Millio
ns)
3 Months Ended
24 Confidential
Year To Date Highlights
• Distributable cash flow of $13.5 million for the period
from January 21, 2014 through September 30, 2014
• Adjusted EBITDA was $21.8 million for the nine
months ended:
• Attributable to non-controlling interests - $6.3
million
• Attributable to CELP - $15.5 million
• Net income was $13.5 million for the nine months
ended:
• Attributable to non-controlling interests - $3.5
million
• Attributable to CELP - $10.0 million
PI&IS Summary(1)
CONSOLIDATED CELP FINANCIAL PERFORMANCE: 9 MONTHS ENDED
Revenue(2) And Adjusted EBITDA(2)
W&ES Summary
Revenue
Adj. EBITDA
(1) Includes 100% of PI&IS (Since 6-26-13 for 9/30/13PF).
(2) Includes 100% of W&ES and 100% of PI&IS (Since 6-26-13 for 9/30/13PF).
Disposal Volume
Revenue
(4)
Avg. # of Inspectors
Revenue
14.5 14.2
$16.5 $17.2
$0
$2
$4
$6
$8
$10
$12
$14
$16
$18
$20
0
2
4
6
8
10
12
14
16
18
20
9/30/13PF 9/30/14
Rev
enu
e (D
oll
ars
in
Mil
lio
ns)
Dis
po
sed
Sa
ltw
ate
r (
MM
Bb
l)
9 Months Ended
1,383 1,530
$115.0
$285.0
$0
$100
$200
$300
0
500
1,000
1,500
2,000
9/30/13PF 9/30/14
Rev
en
ue (
Do
llars
in
Millio
ns)
Av
era
ge N
um
ber
of
Insp
ecto
rs
9 Months Ended
$131.5
$302.2
$14.6
$21.8
$0
$2
$4
$6
$8
$10
$12
$14
$16
$18
$20
$22
$24
$0
$50
$100
$150
$200
$250
$300
$350
$400
9/30/13PF 9/30/14
Ad
j. E
BIT
DA
(D
oll
ars
in
Millio
ns)
Rev
enu
e (D
oll
ars
in
Millio
ns)
9 Months Ended
25 Confidential
FINANCIAL FLEXIBILITY – CREDIT FACILITY
• Credit Facility of $200 MM (Amended 10/21/14)
− Arrangers: Deutsche Bank, BMO
− $75 MM Borrowing Base Facility &
$125 MM Acquisition Facility
− Also provides for $125 MM Accordion(1)
• Total Availability after TIR Drop of ~ $70 MM
• September 30, 2014 leverage ratio of .82X
pursuant to facility terms
• Leverage covenant excludes Borrowing Base
Facility outstanding
• All covenants based on 100% Adj. EBITDA
rather than Adj. EBITDA Attributable To
Controlling Interests
• Credit facility supports 100% of TIR
CELP Capitalization
(1) Accordion subject to additional commitments from lenders and satisfaction of certain other conditions.
(U.S. Dollars In Thousands)
September 30, 2014
Cash and Cash Equivalents 24,694$
Long-Term Debt:
New Credit Facility 75,000$
Total Long-Term Debt 75,000$
Owners' Equity:
Partners' Capital:
Common Units (5,913,000 units outstanding) 23,354$
Subordinated Units (5,913,000 units outstanding) 83,276
General Partner 1,999
Accumulated Other Comprehensive Loss (327)
Total Partners' Capital 108,302
Non-controlling interests 27,247
Total Owners' Equity 135,549$
Total Capitalization 210,549$
26 Confidential
UNIT PERFORMANCE POST IPO
0%
2%
4%
6%
8%
10%
12%
14%
.0x
3.0x
6.0x
9.0x
12.0x
15.0x
18.0x
21.0x
Equity Multiples v Effective Yield
EQUITY VALUE / TTM EBITDA EQUITY VALUE / TTM DCF EFFECTIVE YIELD
Q4 Dividend
Q2 Dividend
Q3 Dividend
Acq of Mork SWD
Q3 14 ResultsQ2 14 Results
Q1 14 ResultsIPO MQD
Q1 Dividend
60%
70%
80%
90%
100%
110%
120%
130%
-
50,000
100,000
150,000
200,000
250,000
300,000
Avg Daily Volume & Unit Price Performance v Alerian Index Performance
CELP Volume Alerian Performance CELP Performance
$200M credit facility expansion
TIR Dropdown
27 Confidential
TIR EBITDA TO DCF RECONCILIATION
• Per our Omnibus Agreement, the 49.9% owners previously absorbed additional costs (“subsidies”) benefiting
CELP, including:
1) Incremental interest expense for credit facility use
2) 100% of the non-cash amortization fees associated with the CELP credit facility that supports TIR
3) 100% of the cash non-use fees on the credit facility
• The net impact is that CELP – through it’s 50.1% interest – enjoyed ~ 58% of TIR’s distributable cash flow
(“DCF”) prior to the acquisition of the remaining 49.9% interest (and 42% DCF) in February 2015.
(U.S. Dollars In Thousands) Total
Attributable to
49.9% TIR Interest
Attributable to GP &
Other Non-
Controlling
Attributable to
Partners
9 Months Ending Period Of 1/21/14 9 Months Ending Period Of 1/21/14
9/30/14 To 9/30/2014 9/30/14 To 9/30/2014
Net Income $ 13,543 $ 3,346 $ 864 $ 9,333
Plus:
D&A Expense 4,847 940 378 3,529
Income Tax Expense 654 297 28 329
Interest Expense 2,352 1,556 182 614
Offering Costs 446 - 446 -
Adjusted EBITDA 21,842 6,139 1,898 13,805
49.9%
Less:
Cash Interest Expense, Cash Taxes Paid & Maintenance Capital 2,400 1,683 446 271
Distributable Cash Flow $ 19,442 $ 4,456 $ 1,452 $ 13,534
~ 42%
28 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