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CYPRESSENERGY PARTNERS
Investor Presentation
June 2015
NYSE: CELP
Forward Looking Statements
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 of other forward-looking information. Words such as “may,”, “assume,” “forecast,”
“position,” “forecast,” “position,” “strategy,” “except,” “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-looing statements are not guarantees of future performance or an
assurance that the Company’s current assumptions or projects 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 prospects.
2
Cypress Energy Partners, L.P. (CELP) – Overview
Pipeline Inspection & Integrity Services (PI&IS)
 Pipelines are essential to transport hydrocarbons
from the wellhead to various users
 Pipelines are regulated and require inspection and
integrity services
 Operated under Two companies
‒ Tulsa Inspection Resources, LLC (TIR)
‒ Brown Integrity: Integrity assessment hydro testing
‒ Services cover oil, gas, NGLs, refined products,
CO2, LDC/PUC’s, storage, gas plants, compressor
stations, etc.
‒ Proprietary database of 15,000+ inspectors
 Attractive recurring revenue associated with maintenance,
repair & operations (MRO) activities
 Saltwater is a naturally occurring byproduct of the oil
and gas production process
 Saltwater disposal is regulated and required
 CELP has 11 owned saltwater disposal (SWD) facilities
‒ High quality new construction & well bores
‒ Avg. disposal volume of ~51k1 barrels/day and
annual injection capacity of ~53 million barrels
‒ 82% of our volumes are produced and piped water
(not flowback, which is tied to new drilling)2
‒ We receive piped water directly from oil & gas wells
owned by E&P companies via 9 pipelines into 5
facilities
 We have contracts to manage facilities in the Bakken
Water & Environmental Services (W&ES)
We strive to be the premier midstream energy services company in markets we service by building strong
relationships with our stakeholders including customers, partners, employees, regulators, and suppliers
1 Three months ended March 31, 2015. 2 Twelve months ended December 31, 2014 3
Investment Highlights
Building a Track
Record
Attractive
IRS PLR
Highly Experienced
Management
Aligned
Interests
Distribution
Growth
Strong Liquidity
Our company was started in 2012 to provide a variety of midstream services
to energy companies in North America. We completed our IPO in January
2014 and exceeded our distribution per unit estimate in our first year
We have an IRS private letter ruling (PLR) that covers additional diversified
opportunities and expansion potential into areas that have not previously
been MLP-eligible
We have assembled a talented, experienced management team and Board of
Directors with 200+ years of energy experience and substantial success
building value for investors
CELP insiders retain approximately 65% of the limited partner (LP) and
100% of the general partner (GP), aligning the interests of our executive
team and Board of Directors with unitholders
We plan to grow our distribution per unit by 10% annually over the long
term through a combination of organic growth and disciplined acquisitions.
We have completed three acquisitions since our IPO
We have an attractive credit facility with over $180 million in availability
(inclusive of the accordion)
4
Timeline of Achievements
2012 201520142013
Cypress Energy
Partners founded
March 2012
Acquired Control of
TIR
June 2013
Acquired SWD
Bakken
December 2014
Acquired Remaining
49.9% of TIR
February 2015
Acquired 51% of
Brown Integrity
May 2015
2014 2015
Q1 Q2 Q3 Q4 Q1 June 15
Distribution $0.3875 $0.396844 $0.406413 $0.406413 $0.406413
Average Price $23.20 $23.23 $23.97 $19.04 $15.98 $17.33
Average Yield 6.7% 6.8% 6.8% 8.5% 10.2% 9.4%
CELP Quarterly Distribution History
2016
Cypress IPO
January 2014
Initial Cypress
Acquisitions of SWD’s
December 2012
5
Significant Growth Opportunities
1 Right to acquire in 2017
Sell Unused
Capacity
(W&ES)
Expand
Inspection
Customer Base
(PI&IS)
Leverage
Hydrotesting
Acquisition
(PI&IS)
Our broad PLR allows us to diversify into other businesses:
‒ Additional midstream, pipeline & inspection activities
‒ Traditional MLP activities (storage, rail, trans-loading)
‒ Solids, recycling, oil reclamation, expanded geography
Brown Integrity Drop Down
‒ Potential drop down of remaining 49% Brown interest1
Diversify Our
Business
Offering
Facilities are currently only ~ 40% utilized
‒ Requires no additional capital spend
‒ Infill drilling will increase volumes
‒ Focus on piped water (Represents ~25% of volumes)
Expand TIR inspection customer base of 70+ clients
‒ Growing federal and state regulations
‒ Currently serve small subset of available market
including E&P, midstream, and LDC/PUC
Expand Brown Integrity to more states
‒ Brown operates in six states (vs. TIR of 47 states)
‒ Opportunity to expand breadth of services to include
chemicals and nitrogen services
AcquisitionsOrganic
6
Broad PLR Enhances Our Growth Opportunities
 Removal, treatment, recycling & disposal of flowback & produced water (SWD’s, transportation, pipelines, etc.)

Removal, treatment, recycling & disposal of completion fluids, drilling mud, drill cuttings, contaminated soil,
tank bottoms, pit water & fracturing fluids
 Removal, treatment, recycling & disposal of fluids from cleaning storage tanks, trucks and equipment
 Marketing and distribution of chemicals and salvaged hydrocarbons

Infrastructure inspection required by law including oil and gas pipelines and gathering systems, drilling, E&P,
mineral and natural resources mining
 Transportation and heating of frac water
 Design, own, manage & operate oil and rail transportation assets
 Remote monitoring and sensoring of E&P assets
Recently issued IRS guidance on qualifying income should not have any adverse impact to our existing business.
Potential growth opportunities exist associated with our intrinsic activities essential to the energy industry.
Qualifying income under our existing private letter ruling (PLR)
7
PI&IS – Our Pipeline Inspection & Integrity Offering
We offer professionals for all types of
infrastructure:
 Oil, refined fuels,
NGL pipeline systems
 Gas gathering and
related systems
 Storage facilities
 Compression stations
 Public utility
distribution
systems
 Transfer stations
 Water gathering
facilities
Pipeline Services We Offer
 TIR: Full service integrity department,
project management, in-line inspection
support, CIS, DOC, GPS combo surveys,
maintenance inspection and make-ready
‒NDE Technologies: FAST, QUEST,
Phased Array, OD Anomaly Assessment
 Brown Integrity: Onshore and offshore
hydrostatic and related services
Pipeline Services We Offer
Pipeline Integrity
Pipeline Inspection
8
PI&IS – Our Midstream Pipeline Services
Federal and some state regulations require pipeline
operators to develop integrity management programs and
conduct inspections, with operators outsourcing elements
Indicates business activity performed by our PI&IS business
Wellhead Gathering
Systems
Processing /
Treating Facilities
End
Users
Pipelines / Transportation
Lines / Storage Facilities
Inspection Service PI&IS
In-line Inspection
Smart pigs
Pigs tracking
Integrity Assessment
Hydrostatic testing 
Pneumatic pressure testing 
Other Non-destructive Examination (NDE) Inspection
Visual / aerial
X-ray
Ultrasonic 
Data & Integrity Program Management Services
Smart pig and other NDE inspection data 
Anomaly & above ground marker (AGM) reports 
Automated dig sheet generation 
Chemicals
Staking Services
AGM placement 
Dig site staking 
Construction & Repair Management
Project supervision & coordination of field activities 
Dig site excavation oversight 
Defect assessments & mapping / surveying 
Documentation 
Nitrogen Services
Indicates potential expansion opportunity 9
Initial
Assessment
(baseline)
Risk
Assessment
Data
Review
Remediation
Record
Retention /
Documentation
PI&IS – The Life Cycle of a Pipeline
40-60 year expected life
------------------------------------------
Require inspection and integrity
services for the entire life cycle
------------------------------------------
PHSMA Required Testing:
Liquids Pipelines: 5 years
Gas Pipelines: 7 years
------------------------------------------
Prudent Operator
------------------------------------------
State requirements continue to
vary and evolve
New Construction
New Construction Services
Integrity Management Program
Current Services
• Right-of-way acquisitions (limited)
Potential Services
• Engineering / design
• Right-of-way (ROW)
• Survey / drafting
• Pipeline supply
• Barcode scanning
• Nitrogen services
Current Services
• Hydrostatic testing
• External corrosion direct assessment
• Pig tracking
• Dig staking
• Inspection
• NDE
Potential Services
• In-line inspection (ILI) pig
• Close internal surveys (CIS)
• Maintenance pigging – supplyhouse
• Leak detection surveys
• Aerial patrol right-of-way
• Chemicals and nitrogen services
10
PI&IS – Growing Market Dynamics
PipelinesMarket Dynamics
U.S. Pipeline Age Distribution by Installation Date
 Substantial existing infrastructure is aging
‒ 2.3+ million miles of transmission and distribution
pipelines plus millions of miles of gathering systems1
‒ ~60% of U.S. pipelines are over 40 years old. Aging
pipeline infrastructure will drive demand for pipeline
services
‒ Pipelines require substantial recurring maintenance
during their lifetime
 Expanding infrastructure with shifts in energy
production and consumption
‒ $640+ billion will need to be invested in North
American energy infrastructure over the next 20+
years, or an average of ~$30 billion per year2
‒ ~12% pipeline growth projected in 2015
 Increased regulation benefits outsourced services
‒ Recent regulations and accidents have increased
oversight
1 Source: Pipeline and Hazardous Materials Safety Administration (PHMSA), U.S. Department of Transportation.
2 Source: INGAA North American Midstream Infrastructure Through 2035, March 2014.
Pipeline inspection and integrity services (i.e. pig
tracking, mobile x-ray, ultrasonic testing, etc.) can
identify anomalies before they lead to bigger problems
12%
48%
30%
10%
0%
10%
20%
30%
40%
50%
60%
Pre-1950
(65+ yrs)
1950-1969
(46-65 yrs)
1970-1999
(16-45 yrs)
2000-2009
(6-15 yrs)
11
PI&IS – A Large and Growing Service Industry
1 Source: 2015 AOPL Annual Liquids Pipeline Safety Performance Report & Strategic Plan. Note: 2013 is the most recent year for which data is available
2 Source: Capital spend information acquired from most recent investor presentations for each company listed
Over $2.1 Bn spent on
integrity management
by operators of liquids
pipelines in 20131
--------------------------------
+31%
vs. prior year
Over 47,000-miles of
liquids pipeline
inspected with in-line
smart-pigs in 20131
--------------------------------
+34%
vs. prior year
Over 1,450 in-line
inspection “smart pig”
tool runs on liquid
pipelines in 20131
--------------------------------
+15%
vs. prior year
Over 12,000 digs for
further inspection or
liquid pipeline
maintenance in 20131
--------------------------------
+21%
vs. prior year
> $2.1 billion > 47,000 miles > 12,000 digs> 1,450 runs
Customer Forecasted Capital Spending2
$2B in capital projects
$12B in capital projects
$140MM 2015 Capex
$5.8 - 6.0B capex
through 1H’19
$4.9B growth capital,
$1.7B sustaining
capital
$2.15B organic capex
$445 – 475MM 2015 capex
$1.2B current expansion
spending
$7.4B under construction
through 2017
$1.18B 2015 expansion capital
$1.1B 2015 capital
$350-360MM 2015 capital
$160MM 2015 capital
$1-1.4B 2015 Capex
12
PI&IS – An Overview of Our Midstream Services
How We Generate Revenue
 Customers typically pay a daily or weekly rate per inspector and per diem expenses
 Results driven by the number and type of inspectors performing services and the fees charged
‒ Inspection services gross margins ~9%
‒ Non-Destructive Examinations (NDE) and hydrostatic testing generates higher gross margins of ~25%
 Recurring revenue opportunities with maintenance, repair and operations (MRO) activities
1 CAGR for period from 2010-2014
Average TIR Inspector Headcount46% CAGR in TIR Revenue1
507
716
1,153
1,745
1,470
200
700
1,200
1,700
1Q10
3Q10
1Q11
3Q11
1Q12
3Q12
1Q13
3Q13
1Q14
3Q14
1Q15
# inspectors
85
145
234
380 382
90
$0
$100
$200
$300
$400
2010 2011 2012 2013 2014 Q1 '15
Revenue ($mm)
13
W&ES – Strategic Footprint Enhances our Position
Bakken
SWD facility
1 Source: Oil and Gas Facilities, Halliburton 2014. 2 Percentage of hydraulic frac fluid that returns as flowback.
We own 11 SWD facilities
 9 in the Bakken
 2 in the Permian
Total wastewater solids (TDS)
are a measure of dissolved
matter found in water (salts,
minerals, sodium calcium, etc.)
Permian
SWD facility with piped water
The Bakken and Permian
are strategic basins that
benefit from high volumes of
produced water and flowback
and long-life production
Basin1 Produced
Water Volumes
Frac Fluid
Flowback (%)2
Wastewater Solids
(mg/L)
Bakken High 15-40% 150,000 - 300,000
Denver-Julesburg Low 15-30% 20,000 - 65,000
Eagle Ford Low < 15% 15,000 - 55,000
Marcellus Moderate 10-40% 20,000 - 100,000
Permian High 20-40% 20,000 - 300,000
14
W&ES – Essential Midstream Services
Water
acquisition
Fracturing
fluid mixing
Fracturing
fluid injection
Well
completion
Production of
oil/gas and
saltwater
Flowback water
transportation
Produced water
transportation
Saltwater disposal (SWD)
Current CELP activity
and/
or
Recycling
Saltwater injection
Residual oil sales
E&P companies prefer to pipe
water to SWD’s instead of
trucking water whenever
possible
Oil & gas production produces water & solids that require proper disposal
Water Handling And
Disposal Is A Growing,
Multi-Billion Dollar Annual Market
*
*
15
W&ES – CELP Facilities
Crew
quartersContainment
Basics of a SWD Facility…
 Regulations require subsurface injection
of wastewater deep into the earth. EPA
Class II injection wells have multiple
layers of protection in design to
safeguard the environment
 A typical facility includes infrastructure
for unload, filtration, treatment, storage
(water, oil), oil recovery, pumps, disposal
wells & associated equipment
Process Overview…
 Wastewater arrives to SWD facilities by:
‒ Trucking – historical approach1
‒ Pipeline – E&P preferred approach2
 Residual (skim) oil may remain in saltwater
upon delivery. We remove residual oil
through a recovery process and sell the oil
 Saltwater is eventually injected back into
the earth at depths of at least 4,000’
1804
Ross Mountrail County, ND
Gun barrel
tank
Saltwater
tank
Skim oil
tanks
Injection
pump house
Salt Water Disposal Facility
Unload
facility
Office &
lounge
Saltwater
transportation
truck
Note: SWD wells regulated by U.S. EPA as Class II Injection wells. 1 CELP does not own trucks but serves trucking companies. 2 CELP has 5 facilities that currently receive piped water via 9 pipelines
Chemical
Process
Injection
Well
16
W&ES – Business Overview & Opportunity
Significant
Unused
Capacity
How We
Generate
Revenue
 We charge a fee per barrel
 Management fees for third party
SWD’s
 Transportation fees for pipelines
(future)
 Selling residual/skim oil recovered
 15-30% of an oil and gas wells
operating cost is associated with
water handling1
 Annual injection capacity of ~53 million
barrels
 Our facilities have more than 60% of
available capacity today
 Represents substantial capacity to generate
more revenue and cash flow
 Utilization of existing capacity does not
require any incremental capital needs
CELP SWD Facility Utilization
1 Source: Steven Mueller, Southwestern Energy CEO, Houston Strategy Forum
$1.17
$1.06
$1.19
$1.13
$1.31 $1.27
$1.09 $1.07
$0.92
$0.00
$0.20
$0.40
$0.60
$0.80
$1.00
$1.20
$1.40
0
1
2
3
4
5
6
7
8
1Q13
2Q13
3Q13
4Q13
1Q14
2Q14
3Q14
4Q14
1Q15
mm barrels $/bbl
Revenue per Barrel (right axis) Disposal Volumes (left axis)
Decline in $/bbl
primarily oil
related
Unused
capacity,
>60%
Utilized
capacity,
<40%
17
Our Customers
 125+ customers in the U.S.
 E&P companies
 Trucking companies that serve
oil & gas producers
 Crude oil purchasers
W&ES Pipeline Inspection Pipeline Integrity
PI&ISW&ES
 70+ customers in North America – a majority are investment grade
publicly-traded companies
‒ Midstream companies
‒ Oil & gas producers with gathering systems
‒ LDC/PUCs
 Significant opportunity to leverage recent Brown Integrity acquisition
through expansion of service offering to existing and new customers
18
Energy Macroeconomics
 Regulations require inspection services
 Growing federal and state regulation
 High profile incidents drive demand
 Water disposal occurs for the life of a well
 Flowback only occurs for a short period after well
completion
‒ Declining drilling reduces flowback
‒ Reduced flowback results in less oil
$ 0.00
$ 0.50
$ 1.00
$ 1.50
$ 2.00
$ 2.50
$ 3.00
$ 3.50
$ 4.00
$ 4.50
$ 5.00
1Q13
2Q13
3Q13
4Q13
1Q14
2Q14
3Q14
4Q14
1Q15
$/mmbtu
0
200
400
600
800
1,000
1,200
1,400
1,600
1,800
2,000
1Q13
2Q13
3Q13
4Q13
1Q14
2Q14
3Q14
4Q14
1Q15
# rigs
$ 0
$ 20
$ 40
$ 60
$ 80
$ 100
$ 120
1Q13
2Q13
3Q13
4Q13
1Q14
2Q14
3Q14
4Q14
1Q15
$/bbl
Quarterly Gas PricesQuarterly Oil PricesQuarterly U.S. Rig Count
Water & Environmental Services (W&ES)Pipeline Inspection & Integrity Services (PI&IS)
Source: Bloomberg, Baker Hughes. Note. Oil prices represent WTI crude, gas prices represent Henry Hub. Rig count represents U.S. oil and gas rigs 19
Factors Enhancing our Stability
 Produced water focus: Occurs
for the life of a well
 Required services: Natural gas,
crude and liquid pipelines must be
regularly inspected pursuant to
various state and federal laws
 Fixed-fee model: We charge a
fixed-fee or daily rate for most
services
 Piped water growth: Pad
drilling, down spacing
 Increased oversight: Drives
demand
 Location & product diversity:
Our strategy is to enter all key
basins and be diversified across
oil and natural gas sources
 Majority of volumes: Produced
and piped water accounted for
82% of our 2014 disposal barrels,
and continues to grow
 Resilient business: Low
correlation to commodity prices
 Brown acquisition: We now own
51% of a hydrotesting company
with a right to acquire the
remaining 49%1
Stable Product Focus
W&ES
Required Services
PI&IS
Stability, Diversity, Growth
CELP
1 Right to acquire in 2017
20
Conservative & Flexible Balance Sheet
1 Accordion subject to additional commitments from lenders and satisfaction of certain other conditions
2 Does not include an additional $11 million borrowed on May 2015 to fund the Brown Integrity acquisition (see Pro Forma information)
3 Leverage covenant excludes certain borrowings per credit agreement
Debt summary Q4 ’13 Q1 ’14 Q2 ’14 Q3 ’14 Q4 ’14 Q1 ‘15 Pro Forma
Interest coverage 4.88x 5.20x 5.78x 6.32x 9.14x 8.21x 8.93x
Leverage ratio3 0.80x 0.80x 0.79x 0.82x 0.94x 2.85x 2.90x
Available capacity $45.0 $50.0 $50.0 $45.0 $122.4 $69.8 $59.1
 Total Credit facility capacity of $200 million (amended 10/21/14)
‒ $75 million borrowing base facility & $125 million acquisition facility
‒ Provides for $125 million accordion1
 Total availability after TIR drop and Brown Integrity acquisition of ~$59mm
 All covenants based on 100% adj. EBITDA2
CELP runs a conservative balance sheet profile, offering financial flexibility
(2)
75.0 70.0 70.0 75.0 77.6
130.2
0
50
100
150
200
250
300
350
$mm
Debt balance
Debt Capacity
Capacity with Accordion
21
CELP – An Attractive Investment Opportunity
Geographic diversity
Independent
inspection
Significant
industry
experience
Fragmented
markets
Long life assets
Growing
regulatory focus
U.S. energy
independence
Water & Environmental Services
Pipeline Inspection & Integrity
Services
CYPRESS
ENERGY PARTNERS
22
Appendix
Consolidated Financial Performance (1Q15)
First Quarter 2015 Highlights
Revenue & Adjusted EBITDA
W&ES Summary
PI&IS Summary
 Distribution: Q1 distribution of $0.406413 ($1.63
annualized), total distribution of $4.8 million
‒ Increase of +4.9% vs. MQD of $0.3875
 EBITDA: Adjusted EBITDA of $5.6 million
‒ Attributable to CELP: $5.0 million
 Coverage: ~0.9x based on DCF of $4.4 million
 Leverage: Conservative leverage of 2.85x
97.5 94.1
6.5
5.6
$0
$2
$4
$6
$8
$10
$0
$30
$60
$90
$120
Q1 '14 Q1 '15
$mm $mmRevenue (left axis)
Adj. EBITDA (right axis)
4.0 4.6
5.3
4.3
$0
$1
$2
$3
$4
$5
$6
$7
0
1
2
3
4
5
6
7
Q1 '14 Q1 '15
MM Bbls $mmDisposal volumes (Ieft axis)
Revenue (right axis)
1,506 1,470
92.3
89.8
$70
$75
$80
$85
$90
$95
0
500
1,000
1,500
2,000
Q1 '14 Q1 '15
$mm# inspectors Avg. # of inspectors (left axis)
Revenue (right axis)
24
Consolidated Financial Performance (FY14)
Full Year 2014 Highlights
Revenue & Adjusted EBITDA1
W&ES Summary
PI&IS Summary1
 Distributions: Completed two distribution increases
since our Jan 2014 IPO (+4.9% above our MQD)
 EBITDA: Achieved +23% growth in adj. EBITDA, to
$28.5mm
 Balance sheet: Increased borrowing capacity by 65% to
$200 million, extended maturity to Dec 2018
 Operational: Averaged 1,535 inspectors. Increased
average revenue per barrel of disposal volumes to
$1.18/bbl (+3.5% YoY) for W&ES
1 Includes 100% of PI&IS (since 6/26/13 for 12/31/13)
1,706 1,535
226.9
382.0
$0
$75
$150
$225
$300
$375
$450
0
500
1,000
1,500
2,000
FY13 FY14
# inspectors $mmAvg. # of inspectors (left axis)
Revenue (right axis)
19.5 19.1
22.2 22.4
$0
$5
$10
$15
$20
$25
$30
0
5
10
15
20
25
FY13 FY14
MM Bbls $mmDisposal volumes (Ieft axis)
Revenue (right axis)
249.1
404.4
23.1
28.5
$10
$15
$20
$25
$30
$0
$100
$200
$300
$400
$500
FY13 FY14
$mm $mmRevenue (left axis)
Adj. EBITDA (right axis)
25
2014 CELP EBITDA to DCF Reconciliation
U.S. Dollars in Thousands
YE
12/31/14
Less: Attributable to
49.9% TIR Interest
(Period from IPO to
12/31/14)
Less: Attributable to
GP & Other Non-
Controlling
(YE 12/31/14)
Attributable to
Partners
(YE 12/31/14)
Net Income (15,179)$ 4,682$ 440$ (20,301)$
Plus:
D&A expense 6,513 1,276 388 4,849
Impairments 32,546 - - 32,546
Income Tax Expense 468 205 28 235
Interest Expense 3,208 2,165 182 861
Offering Costs / GP Costs 943 - 943 -
Adjusted EBITDA 28,499 8,328 1,981 18,190
Less:
Cash Interest, Taxes & Maint. Capex 3,833 3,006 446 381
Distributable Cash Flow 24,666$ 5,322$ 1,535$ 17,809$
~40%
 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 ~ 40% DCF) in February 2015.
26

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Celp june 2015 investor presentation final

  • 2. Forward Looking Statements 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 of other forward-looking information. Words such as “may,”, “assume,” “forecast,” “position,” “forecast,” “position,” “strategy,” “except,” “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-looing statements are not guarantees of future performance or an assurance that the Company’s current assumptions or projects 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 prospects. 2
  • 3. Cypress Energy Partners, L.P. (CELP) – Overview Pipeline Inspection & Integrity Services (PI&IS)  Pipelines are essential to transport hydrocarbons from the wellhead to various users  Pipelines are regulated and require inspection and integrity services  Operated under Two companies ‒ Tulsa Inspection Resources, LLC (TIR) ‒ Brown Integrity: Integrity assessment hydro testing ‒ Services cover oil, gas, NGLs, refined products, CO2, LDC/PUC’s, storage, gas plants, compressor stations, etc. ‒ Proprietary database of 15,000+ inspectors  Attractive recurring revenue associated with maintenance, repair & operations (MRO) activities  Saltwater is a naturally occurring byproduct of the oil and gas production process  Saltwater disposal is regulated and required  CELP has 11 owned saltwater disposal (SWD) facilities ‒ High quality new construction & well bores ‒ Avg. disposal volume of ~51k1 barrels/day and annual injection capacity of ~53 million barrels ‒ 82% of our volumes are produced and piped water (not flowback, which is tied to new drilling)2 ‒ We receive piped water directly from oil & gas wells owned by E&P companies via 9 pipelines into 5 facilities  We have contracts to manage facilities in the Bakken Water & Environmental Services (W&ES) We strive to be the premier midstream energy services company in markets we service by building strong relationships with our stakeholders including customers, partners, employees, regulators, and suppliers 1 Three months ended March 31, 2015. 2 Twelve months ended December 31, 2014 3
  • 4. Investment Highlights Building a Track Record Attractive IRS PLR Highly Experienced Management Aligned Interests Distribution Growth Strong Liquidity Our company was started in 2012 to provide a variety of midstream services to energy companies in North America. We completed our IPO in January 2014 and exceeded our distribution per unit estimate in our first year We have an IRS private letter ruling (PLR) that covers additional diversified opportunities and expansion potential into areas that have not previously been MLP-eligible We have assembled a talented, experienced management team and Board of Directors with 200+ years of energy experience and substantial success building value for investors CELP insiders retain approximately 65% of the limited partner (LP) and 100% of the general partner (GP), aligning the interests of our executive team and Board of Directors with unitholders We plan to grow our distribution per unit by 10% annually over the long term through a combination of organic growth and disciplined acquisitions. We have completed three acquisitions since our IPO We have an attractive credit facility with over $180 million in availability (inclusive of the accordion) 4
  • 5. Timeline of Achievements 2012 201520142013 Cypress Energy Partners founded March 2012 Acquired Control of TIR June 2013 Acquired SWD Bakken December 2014 Acquired Remaining 49.9% of TIR February 2015 Acquired 51% of Brown Integrity May 2015 2014 2015 Q1 Q2 Q3 Q4 Q1 June 15 Distribution $0.3875 $0.396844 $0.406413 $0.406413 $0.406413 Average Price $23.20 $23.23 $23.97 $19.04 $15.98 $17.33 Average Yield 6.7% 6.8% 6.8% 8.5% 10.2% 9.4% CELP Quarterly Distribution History 2016 Cypress IPO January 2014 Initial Cypress Acquisitions of SWD’s December 2012 5
  • 6. Significant Growth Opportunities 1 Right to acquire in 2017 Sell Unused Capacity (W&ES) Expand Inspection Customer Base (PI&IS) Leverage Hydrotesting Acquisition (PI&IS) Our broad PLR allows us to diversify into other businesses: ‒ Additional midstream, pipeline & inspection activities ‒ Traditional MLP activities (storage, rail, trans-loading) ‒ Solids, recycling, oil reclamation, expanded geography Brown Integrity Drop Down ‒ Potential drop down of remaining 49% Brown interest1 Diversify Our Business Offering Facilities are currently only ~ 40% utilized ‒ Requires no additional capital spend ‒ Infill drilling will increase volumes ‒ Focus on piped water (Represents ~25% of volumes) Expand TIR inspection customer base of 70+ clients ‒ Growing federal and state regulations ‒ Currently serve small subset of available market including E&P, midstream, and LDC/PUC Expand Brown Integrity to more states ‒ Brown operates in six states (vs. TIR of 47 states) ‒ Opportunity to expand breadth of services to include chemicals and nitrogen services AcquisitionsOrganic 6
  • 7. Broad PLR Enhances Our Growth Opportunities  Removal, treatment, recycling & disposal of flowback & produced water (SWD’s, transportation, pipelines, etc.)  Removal, treatment, recycling & disposal of completion fluids, drilling mud, drill cuttings, contaminated soil, tank bottoms, pit water & fracturing fluids  Removal, treatment, recycling & disposal of fluids from cleaning storage tanks, trucks and equipment  Marketing and distribution of chemicals and salvaged hydrocarbons  Infrastructure inspection required by law including oil and gas pipelines and gathering systems, drilling, E&P, mineral and natural resources mining  Transportation and heating of frac water  Design, own, manage & operate oil and rail transportation assets  Remote monitoring and sensoring of E&P assets Recently issued IRS guidance on qualifying income should not have any adverse impact to our existing business. Potential growth opportunities exist associated with our intrinsic activities essential to the energy industry. Qualifying income under our existing private letter ruling (PLR) 7
  • 8. PI&IS – Our Pipeline Inspection & Integrity Offering We offer professionals for all types of infrastructure:  Oil, refined fuels, NGL pipeline systems  Gas gathering and related systems  Storage facilities  Compression stations  Public utility distribution systems  Transfer stations  Water gathering facilities Pipeline Services We Offer  TIR: Full service integrity department, project management, in-line inspection support, CIS, DOC, GPS combo surveys, maintenance inspection and make-ready ‒NDE Technologies: FAST, QUEST, Phased Array, OD Anomaly Assessment  Brown Integrity: Onshore and offshore hydrostatic and related services Pipeline Services We Offer Pipeline Integrity Pipeline Inspection 8
  • 9. PI&IS – Our Midstream Pipeline Services Federal and some state regulations require pipeline operators to develop integrity management programs and conduct inspections, with operators outsourcing elements Indicates business activity performed by our PI&IS business Wellhead Gathering Systems Processing / Treating Facilities End Users Pipelines / Transportation Lines / Storage Facilities Inspection Service PI&IS In-line Inspection Smart pigs Pigs tracking Integrity Assessment Hydrostatic testing  Pneumatic pressure testing  Other Non-destructive Examination (NDE) Inspection Visual / aerial X-ray Ultrasonic  Data & Integrity Program Management Services Smart pig and other NDE inspection data  Anomaly & above ground marker (AGM) reports  Automated dig sheet generation  Chemicals Staking Services AGM placement  Dig site staking  Construction & Repair Management Project supervision & coordination of field activities  Dig site excavation oversight  Defect assessments & mapping / surveying  Documentation  Nitrogen Services Indicates potential expansion opportunity 9
  • 10. Initial Assessment (baseline) Risk Assessment Data Review Remediation Record Retention / Documentation PI&IS – The Life Cycle of a Pipeline 40-60 year expected life ------------------------------------------ Require inspection and integrity services for the entire life cycle ------------------------------------------ PHSMA Required Testing: Liquids Pipelines: 5 years Gas Pipelines: 7 years ------------------------------------------ Prudent Operator ------------------------------------------ State requirements continue to vary and evolve New Construction New Construction Services Integrity Management Program Current Services • Right-of-way acquisitions (limited) Potential Services • Engineering / design • Right-of-way (ROW) • Survey / drafting • Pipeline supply • Barcode scanning • Nitrogen services Current Services • Hydrostatic testing • External corrosion direct assessment • Pig tracking • Dig staking • Inspection • NDE Potential Services • In-line inspection (ILI) pig • Close internal surveys (CIS) • Maintenance pigging – supplyhouse • Leak detection surveys • Aerial patrol right-of-way • Chemicals and nitrogen services 10
  • 11. PI&IS – Growing Market Dynamics PipelinesMarket Dynamics U.S. Pipeline Age Distribution by Installation Date  Substantial existing infrastructure is aging ‒ 2.3+ million miles of transmission and distribution pipelines plus millions of miles of gathering systems1 ‒ ~60% of U.S. pipelines are over 40 years old. Aging pipeline infrastructure will drive demand for pipeline services ‒ Pipelines require substantial recurring maintenance during their lifetime  Expanding infrastructure with shifts in energy production and consumption ‒ $640+ billion will need to be invested in North American energy infrastructure over the next 20+ years, or an average of ~$30 billion per year2 ‒ ~12% pipeline growth projected in 2015  Increased regulation benefits outsourced services ‒ Recent regulations and accidents have increased oversight 1 Source: Pipeline and Hazardous Materials Safety Administration (PHMSA), U.S. Department of Transportation. 2 Source: INGAA North American Midstream Infrastructure Through 2035, March 2014. Pipeline inspection and integrity services (i.e. pig tracking, mobile x-ray, ultrasonic testing, etc.) can identify anomalies before they lead to bigger problems 12% 48% 30% 10% 0% 10% 20% 30% 40% 50% 60% Pre-1950 (65+ yrs) 1950-1969 (46-65 yrs) 1970-1999 (16-45 yrs) 2000-2009 (6-15 yrs) 11
  • 12. PI&IS – A Large and Growing Service Industry 1 Source: 2015 AOPL Annual Liquids Pipeline Safety Performance Report & Strategic Plan. Note: 2013 is the most recent year for which data is available 2 Source: Capital spend information acquired from most recent investor presentations for each company listed Over $2.1 Bn spent on integrity management by operators of liquids pipelines in 20131 -------------------------------- +31% vs. prior year Over 47,000-miles of liquids pipeline inspected with in-line smart-pigs in 20131 -------------------------------- +34% vs. prior year Over 1,450 in-line inspection “smart pig” tool runs on liquid pipelines in 20131 -------------------------------- +15% vs. prior year Over 12,000 digs for further inspection or liquid pipeline maintenance in 20131 -------------------------------- +21% vs. prior year > $2.1 billion > 47,000 miles > 12,000 digs> 1,450 runs Customer Forecasted Capital Spending2 $2B in capital projects $12B in capital projects $140MM 2015 Capex $5.8 - 6.0B capex through 1H’19 $4.9B growth capital, $1.7B sustaining capital $2.15B organic capex $445 – 475MM 2015 capex $1.2B current expansion spending $7.4B under construction through 2017 $1.18B 2015 expansion capital $1.1B 2015 capital $350-360MM 2015 capital $160MM 2015 capital $1-1.4B 2015 Capex 12
  • 13. PI&IS – An Overview of Our Midstream Services How We Generate Revenue  Customers typically pay a daily or weekly rate per inspector and per diem expenses  Results driven by the number and type of inspectors performing services and the fees charged ‒ Inspection services gross margins ~9% ‒ Non-Destructive Examinations (NDE) and hydrostatic testing generates higher gross margins of ~25%  Recurring revenue opportunities with maintenance, repair and operations (MRO) activities 1 CAGR for period from 2010-2014 Average TIR Inspector Headcount46% CAGR in TIR Revenue1 507 716 1,153 1,745 1,470 200 700 1,200 1,700 1Q10 3Q10 1Q11 3Q11 1Q12 3Q12 1Q13 3Q13 1Q14 3Q14 1Q15 # inspectors 85 145 234 380 382 90 $0 $100 $200 $300 $400 2010 2011 2012 2013 2014 Q1 '15 Revenue ($mm) 13
  • 14. W&ES – Strategic Footprint Enhances our Position Bakken SWD facility 1 Source: Oil and Gas Facilities, Halliburton 2014. 2 Percentage of hydraulic frac fluid that returns as flowback. We own 11 SWD facilities  9 in the Bakken  2 in the Permian Total wastewater solids (TDS) are a measure of dissolved matter found in water (salts, minerals, sodium calcium, etc.) Permian SWD facility with piped water The Bakken and Permian are strategic basins that benefit from high volumes of produced water and flowback and long-life production Basin1 Produced Water Volumes Frac Fluid Flowback (%)2 Wastewater Solids (mg/L) Bakken High 15-40% 150,000 - 300,000 Denver-Julesburg Low 15-30% 20,000 - 65,000 Eagle Ford Low < 15% 15,000 - 55,000 Marcellus Moderate 10-40% 20,000 - 100,000 Permian High 20-40% 20,000 - 300,000 14
  • 15. W&ES – Essential Midstream Services Water acquisition Fracturing fluid mixing Fracturing fluid injection Well completion Production of oil/gas and saltwater Flowback water transportation Produced water transportation Saltwater disposal (SWD) Current CELP activity and/ or Recycling Saltwater injection Residual oil sales E&P companies prefer to pipe water to SWD’s instead of trucking water whenever possible Oil & gas production produces water & solids that require proper disposal Water Handling And Disposal Is A Growing, Multi-Billion Dollar Annual Market * * 15
  • 16. W&ES – CELP Facilities Crew quartersContainment Basics of a SWD Facility…  Regulations require subsurface injection of wastewater deep into the earth. EPA Class II injection wells have multiple layers of protection in design to safeguard the environment  A typical facility includes infrastructure for unload, filtration, treatment, storage (water, oil), oil recovery, pumps, disposal wells & associated equipment Process Overview…  Wastewater arrives to SWD facilities by: ‒ Trucking – historical approach1 ‒ Pipeline – E&P preferred approach2  Residual (skim) oil may remain in saltwater upon delivery. We remove residual oil through a recovery process and sell the oil  Saltwater is eventually injected back into the earth at depths of at least 4,000’ 1804 Ross Mountrail County, ND Gun barrel tank Saltwater tank Skim oil tanks Injection pump house Salt Water Disposal Facility Unload facility Office & lounge Saltwater transportation truck Note: SWD wells regulated by U.S. EPA as Class II Injection wells. 1 CELP does not own trucks but serves trucking companies. 2 CELP has 5 facilities that currently receive piped water via 9 pipelines Chemical Process Injection Well 16
  • 17. W&ES – Business Overview & Opportunity Significant Unused Capacity How We Generate Revenue  We charge a fee per barrel  Management fees for third party SWD’s  Transportation fees for pipelines (future)  Selling residual/skim oil recovered  15-30% of an oil and gas wells operating cost is associated with water handling1  Annual injection capacity of ~53 million barrels  Our facilities have more than 60% of available capacity today  Represents substantial capacity to generate more revenue and cash flow  Utilization of existing capacity does not require any incremental capital needs CELP SWD Facility Utilization 1 Source: Steven Mueller, Southwestern Energy CEO, Houston Strategy Forum $1.17 $1.06 $1.19 $1.13 $1.31 $1.27 $1.09 $1.07 $0.92 $0.00 $0.20 $0.40 $0.60 $0.80 $1.00 $1.20 $1.40 0 1 2 3 4 5 6 7 8 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 mm barrels $/bbl Revenue per Barrel (right axis) Disposal Volumes (left axis) Decline in $/bbl primarily oil related Unused capacity, >60% Utilized capacity, <40% 17
  • 18. Our Customers  125+ customers in the U.S.  E&P companies  Trucking companies that serve oil & gas producers  Crude oil purchasers W&ES Pipeline Inspection Pipeline Integrity PI&ISW&ES  70+ customers in North America – a majority are investment grade publicly-traded companies ‒ Midstream companies ‒ Oil & gas producers with gathering systems ‒ LDC/PUCs  Significant opportunity to leverage recent Brown Integrity acquisition through expansion of service offering to existing and new customers 18
  • 19. Energy Macroeconomics  Regulations require inspection services  Growing federal and state regulation  High profile incidents drive demand  Water disposal occurs for the life of a well  Flowback only occurs for a short period after well completion ‒ Declining drilling reduces flowback ‒ Reduced flowback results in less oil $ 0.00 $ 0.50 $ 1.00 $ 1.50 $ 2.00 $ 2.50 $ 3.00 $ 3.50 $ 4.00 $ 4.50 $ 5.00 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 $/mmbtu 0 200 400 600 800 1,000 1,200 1,400 1,600 1,800 2,000 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 # rigs $ 0 $ 20 $ 40 $ 60 $ 80 $ 100 $ 120 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 $/bbl Quarterly Gas PricesQuarterly Oil PricesQuarterly U.S. Rig Count Water & Environmental Services (W&ES)Pipeline Inspection & Integrity Services (PI&IS) Source: Bloomberg, Baker Hughes. Note. Oil prices represent WTI crude, gas prices represent Henry Hub. Rig count represents U.S. oil and gas rigs 19
  • 20. Factors Enhancing our Stability  Produced water focus: Occurs for the life of a well  Required services: Natural gas, crude and liquid pipelines must be regularly inspected pursuant to various state and federal laws  Fixed-fee model: We charge a fixed-fee or daily rate for most services  Piped water growth: Pad drilling, down spacing  Increased oversight: Drives demand  Location & product diversity: Our strategy is to enter all key basins and be diversified across oil and natural gas sources  Majority of volumes: Produced and piped water accounted for 82% of our 2014 disposal barrels, and continues to grow  Resilient business: Low correlation to commodity prices  Brown acquisition: We now own 51% of a hydrotesting company with a right to acquire the remaining 49%1 Stable Product Focus W&ES Required Services PI&IS Stability, Diversity, Growth CELP 1 Right to acquire in 2017 20
  • 21. Conservative & Flexible Balance Sheet 1 Accordion subject to additional commitments from lenders and satisfaction of certain other conditions 2 Does not include an additional $11 million borrowed on May 2015 to fund the Brown Integrity acquisition (see Pro Forma information) 3 Leverage covenant excludes certain borrowings per credit agreement Debt summary Q4 ’13 Q1 ’14 Q2 ’14 Q3 ’14 Q4 ’14 Q1 ‘15 Pro Forma Interest coverage 4.88x 5.20x 5.78x 6.32x 9.14x 8.21x 8.93x Leverage ratio3 0.80x 0.80x 0.79x 0.82x 0.94x 2.85x 2.90x Available capacity $45.0 $50.0 $50.0 $45.0 $122.4 $69.8 $59.1  Total Credit facility capacity of $200 million (amended 10/21/14) ‒ $75 million borrowing base facility & $125 million acquisition facility ‒ Provides for $125 million accordion1  Total availability after TIR drop and Brown Integrity acquisition of ~$59mm  All covenants based on 100% adj. EBITDA2 CELP runs a conservative balance sheet profile, offering financial flexibility (2) 75.0 70.0 70.0 75.0 77.6 130.2 0 50 100 150 200 250 300 350 $mm Debt balance Debt Capacity Capacity with Accordion 21
  • 22. CELP – An Attractive Investment Opportunity Geographic diversity Independent inspection Significant industry experience Fragmented markets Long life assets Growing regulatory focus U.S. energy independence Water & Environmental Services Pipeline Inspection & Integrity Services CYPRESS ENERGY PARTNERS 22
  • 24. Consolidated Financial Performance (1Q15) First Quarter 2015 Highlights Revenue & Adjusted EBITDA W&ES Summary PI&IS Summary  Distribution: Q1 distribution of $0.406413 ($1.63 annualized), total distribution of $4.8 million ‒ Increase of +4.9% vs. MQD of $0.3875  EBITDA: Adjusted EBITDA of $5.6 million ‒ Attributable to CELP: $5.0 million  Coverage: ~0.9x based on DCF of $4.4 million  Leverage: Conservative leverage of 2.85x 97.5 94.1 6.5 5.6 $0 $2 $4 $6 $8 $10 $0 $30 $60 $90 $120 Q1 '14 Q1 '15 $mm $mmRevenue (left axis) Adj. EBITDA (right axis) 4.0 4.6 5.3 4.3 $0 $1 $2 $3 $4 $5 $6 $7 0 1 2 3 4 5 6 7 Q1 '14 Q1 '15 MM Bbls $mmDisposal volumes (Ieft axis) Revenue (right axis) 1,506 1,470 92.3 89.8 $70 $75 $80 $85 $90 $95 0 500 1,000 1,500 2,000 Q1 '14 Q1 '15 $mm# inspectors Avg. # of inspectors (left axis) Revenue (right axis) 24
  • 25. Consolidated Financial Performance (FY14) Full Year 2014 Highlights Revenue & Adjusted EBITDA1 W&ES Summary PI&IS Summary1  Distributions: Completed two distribution increases since our Jan 2014 IPO (+4.9% above our MQD)  EBITDA: Achieved +23% growth in adj. EBITDA, to $28.5mm  Balance sheet: Increased borrowing capacity by 65% to $200 million, extended maturity to Dec 2018  Operational: Averaged 1,535 inspectors. Increased average revenue per barrel of disposal volumes to $1.18/bbl (+3.5% YoY) for W&ES 1 Includes 100% of PI&IS (since 6/26/13 for 12/31/13) 1,706 1,535 226.9 382.0 $0 $75 $150 $225 $300 $375 $450 0 500 1,000 1,500 2,000 FY13 FY14 # inspectors $mmAvg. # of inspectors (left axis) Revenue (right axis) 19.5 19.1 22.2 22.4 $0 $5 $10 $15 $20 $25 $30 0 5 10 15 20 25 FY13 FY14 MM Bbls $mmDisposal volumes (Ieft axis) Revenue (right axis) 249.1 404.4 23.1 28.5 $10 $15 $20 $25 $30 $0 $100 $200 $300 $400 $500 FY13 FY14 $mm $mmRevenue (left axis) Adj. EBITDA (right axis) 25
  • 26. 2014 CELP EBITDA to DCF Reconciliation U.S. Dollars in Thousands YE 12/31/14 Less: Attributable to 49.9% TIR Interest (Period from IPO to 12/31/14) Less: Attributable to GP & Other Non- Controlling (YE 12/31/14) Attributable to Partners (YE 12/31/14) Net Income (15,179)$ 4,682$ 440$ (20,301)$ Plus: D&A expense 6,513 1,276 388 4,849 Impairments 32,546 - - 32,546 Income Tax Expense 468 205 28 235 Interest Expense 3,208 2,165 182 861 Offering Costs / GP Costs 943 - 943 - Adjusted EBITDA 28,499 8,328 1,981 18,190 Less: Cash Interest, Taxes & Maint. Capex 3,833 3,006 446 381 Distributable Cash Flow 24,666$ 5,322$ 1,535$ 17,809$ ~40%  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 ~ 40% DCF) in February 2015. 26