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Peter C. Boylan III – Chairman & CEO
Duff & Phelps 6th Annual Private Capital Conference | March 6th, 2014

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 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.

2

Confidential
IPO SUMMARY – JANUARY 15TH, 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 ~ 6.3% @ $24.49 (3/3/14)

Minimum quarterly distribution:

$0.3875 per unit ($1.55 annualized); Q1 2014 will be pro-rated for
IPO on 1/15/14.

Equity market value:

$237 million @ IPO price of $20/unit (11.826MM
units outstanding); $290 million @ $24.49 (3/3/14)

Estimated distribution coverage:

1.15x total unit coverage, 2.30x common unit coverage

Expected tax shield:

≥ 80%

Book-Running managers:

Raymond James, Baird, Stifel, BMO

Co-managers:

Janney, Wunderlich

3

Confidential
CYPRESS ENERGY PARTNERS OVERVIEW
Serves Energy Companies

Water & Environmental Services (W&ES)

Pipeline Inspection & Integrity Services (PI&IS)

• Founded in 2012

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

• Saltwater disposal and other water &
environmental services

• Founded in 2003

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

• Pipeline inspection & integrity services

• 9 owned SWD facilities (Bakken-7; Permian-2)

• Large provider of independent services
−
−
−
−

− High quality construction & ops.
− Average age of 16 months at 9/30/13
− Avg. disposal volume of ≈53,000 barrels per day (BPD)
during 9 months 9/30/13
− ≈75% YTD volume is produced water
− Capacity to grow volumes, ≈42% avg. facility utilization
− Annual injection capacity of ≈50 million barrels
− 3 facilities currently receive piped water

Pipelines and related infrastructures
U.S. and Canada
Proprietary database of 10,000+ inspectors
1,700+ inspectors employed at 9/30/13

• Scalable

• Recurring revenue given maintenance,
repair & operations (MRO) activities relating
to existing pipelines

• Manage 4 additional facilities in Bakken
% of CELP LTM 9/30/13 Adj. Gross Margin: 46%(1)

% of CELP LTM 9/30/13 Adj. Gross Margin: 54%(1)

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

4

Confidential
INVESTMENT HIGHLIGHTS
Independent
Cypress/TIR team
inspection & integrity
has significant
business serving
industry experience
large pipeline owners
and connections
of North America

High quality new
SWD facilities in
active U.S. oil & gas
producing regions

Increasing U.S.
energy activity –
“U.S. Energy
Independence”

Heightened industry
focus on regulatory
compliance and
safety

Cypress/TIR team
has significant
industry experience
and connections

Water & Environmental Services
Pipeline Inspection & Integrity Services

Consolidation and
growth opportunities
in highly fragmented
markets

Provide services
throughout long life
of customers’ assets

5

Confidential
WATER & ENVIRONMENTAL SERVICES
Water
Acquisition

Fracturing
Fluid Mixing

Fracturing
Fluid Injection

Well Completion

Production of
Oil/Gas And
Saltwater

Flowback: up to 47% of
injected water within 10 days(1)
Flowback Water
Transportation

Produced Water
Transportation

= Current Cypress Activities
Pipeline

Water Handling And
Disposal Is A Growing,
Multi-Billion Dollar Annual Market

Saltwater
Disposal (SWD)

Recycling
Saltwater Injection

Residual
Oil Sales

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

6

Confidential
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)

Flowback
Water

Produced
Water

• Millions of gallons of water are injected during fracturing of
horizontal wells
• Portion of this water returns to surface during weeks following
completion

• Naturally occurring water flows to surface with oil and natural gas
• Generated for lifespan of the well (in Bakken and Permian, can
be decades)

7

Confidential
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

CELP Injection Interval > 4,000’

(1) SWD wells are regulated by U.S. EPA as Class II injection wells.

8

Confidential
Transportation

TRANSPORTATION, CUSTOMERS, REVENUE
• 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

Customers

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

Revenue

• 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

• SWD facility charges a fee per barrel of saltwater disposed

• Trucking companies hired by producers to transport saltwater

• SWD facility sells residual oil

(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.

9

Confidential
SWD DEMAND DRIVERS AND TRENDS
25
23

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)

20
18
15
13
10

2. Increasing volumes of water utilized for completion of U.S.
oil & gas wells

15.38

17.71

13.77

16.67

12.35

2010

8
5

− 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

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

2011

2012

2013P

2014P

3
0

All U.S. Onshore (3)
Wells Drilled

80,000
70,000

7,498

60,000
50,000

Avg. Footage Per Well

8,308

8,155

7,862

10,000
9,500
9,000
8,500
8,000

6,753

7,500
7,000

40,000

6,500
6,000

3. Increasing capital needs and public & regulatory scrutiny
driving outsourcing
− Producers want to drill oil & gas wells, not build waste
infrastructure, with capital
− Producers know E&P, not waste & associated regulatory
compliance

30,000
20,000

43,000

38,000

48,100

46,600

46,300

− 2 of most active drilling regions
− EIA forecasts increasing production in both basins

4,000
3,500

0

3,000

2010
2.0
1.8
1.5

2011

2012

2013P

2014P

Hydrocarbon Liquids Production (4) (MMBbl/d)
Williston Basin (ND; SD; eMT)

Permian Basin (TX; NM)

1.0
0.8

1.18

0.5
0.3

0.72

1.29
0.95

1.13

1.37

0.0

2012
(1)
(2)
(3)
(4)

2013P

2014P

Source: U.S. EIA Petroleum Supply Monthly and Natural Gas Monthly, November 2013. Lower 48 States excluding Gulf of Mexico.
Source: Texas Water Development Board, Proposed Mining Demands for 2016 Regional Use and 2017 State Water Plan, January 2013.
Source: Spears & Associates, Drilling and Production Outlook, December 2013.
Source: U.S. EIA Short-Term Energy Outlook, February 2013.

10

5,000
4,500

10,000

1.3

4. Current CELP facilities in Williston/Bakken and Permian

5,500

Confidential
PIPELINE INSPECTION & INTEGRITY SERVICES
• Regulations require pipeline operators to develop an integrity management
program and conduct inspection, with operators outsourcing elements
In-line Inspection
Smart pigs
Pig tracking





Wellhead

Processing/Treating
Facilities

Gathering System

Pipeline Inspection Is A Growing,
Multi-Billion Dollar Annual Market

Other Non-destructive
Examination (NDE) Inspection
Visual/aerial
X-ray
Ultrasonic
Other testing



Pipelines/Transportation
Lines/Storage Facilities





End
Users









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




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

11



Confidential
INFRASTRUCTURE BY USER/SECTOR
Natural Gas
Local
Distribution
Company

Natural Gas
Transmission Pipelines
Gas Gathering

Compression

Gas Processing &
Treating Plants

Distribution
Lines
Residential

Compression
Electric Generation

Natural
Gas
Storage

Commercial/Industrial

Crude Oil
Gathering

Natural Gas
Liquid (“NGL”)
Transmission
Pipelines

LNG Export

NGL Fractionation

NGL
Transmission
Pipelines

Chemicals and Plastics

Residential
Crude Transportation
User/Sector
Currently
Served By
TIR

Crude Storage

Pipelines
Rail
Truck

Crude Oil Field
Tank Battery

Upstream
Oil & Gas Wells

Refinery

Midstream

Downstream
Users

12

Confidential
CUSTOMERS AND REVENUE

Revenue

Customers

• 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

13

Confidential
SERVICES FOR LIFESPAN OF ASSETS
• 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

% Of U.S. Pipe Mileage Installed
By Decade(1)
25%

20%

15%

10%

5%

0%

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

14

Confidential
INSPECTION DEMAND DRIVERS AND TRENDS
1. Substantial existing infrastructure that is
aging
− 2.3+ million miles of transmission and
distribution pipelines in U.S. plus
millions of miles of gathering systems(1)

2011-2035 Infrastructure Investment(2)
(U.S. Dollars in Billions)

Western,
$12.4

Offshore,
Arctic, $0.3
$5.3

Midwest,
$20.8
Southwest,
$56.0

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)

Canada,
$38.7

Northeast,
$33.6

Southeast,
$35.6

Central,
$48.1

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
(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.

15

Confidential
COMPETITIVE LANDSCAPE
Water & Environmental Services

Pipeline Inspection & Integrity Services

(W&ES)

(PI&IS)

• Certain producers with private SWD
facilities serving own production

• In-house personnel
• Engineering & construction (E&C)
companies

• Service providers with commercial SWD
facilities serving producers (piping),
vertically integrated trucking companies
and third party trucking companies

• Independent inspection & integrity
services companies

• Highly fragmented market of oil & gas
industry(1)

• Examples: Wood Group/Mustang (E&C);
Intertek/Moody Int’l (independent
inspection)

• NGL Energy Partners (NGL) has been
actively acquiring businesses within the
water services sector since June 2012

• TIR is believed to be one of the leading
providers of independent inspectors to
the North American pipeline industry

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

16

Confidential
CYPRESS’ OWNED SWD FACILITIES
7 Owned ND Facilities

SWD facility
SWD facility with piped water

2 Owned TX Facilities

Mountrail County, ND Facility (2 Wells)
•
•
•
•
•
•
•

Opened June 2012 – 10 acres leased(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 – E&P customer
DVR security systems
Automation systems

(1) Cypress facilities are up to 30 acres.

17

Confidential
LEADER IN INDEPENDENT INSPECTION
• Strong long-term relationships with
customers and inspectors
− Proprietary database of
10,000+ inspectors
• Serves 60+ customers across
North America(1)
• Growing revenue

Average TIR Inspector Headcount Per Quarter
Number of
Inspectors

1,800

TIR (100%)

2012

9 mos.
9/30/13

12 mos.
9/30/13

$234

$268

2011

1,700+ @ 9/30/13
(up 50+% from year ago)

1,600

2012

2013

1,667

1,400
1,153

1,200

1,180

1,000

1,303
799

800

689

600

Revenue (U.S.
dollars in millions)

2010

462

$341

309

0

Q1

727

716

530

400
200

1,035

437

507

305
Q2

Q3

Q4

TIR’s Top Customers By Revenue – 9 Months 9/30/13 (In Alpha Order)

(1) For the three months ended September 30, 2013.

18

Confidential
HEIGHTENED REGULATORY LANDSCAPE
• Evolving environmental and safety regulations for both business segments
• 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

Example: Pipeline Transportation Safety Improvement Act of 2011
− 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

19

Confidential
EXPERIENCED TEAM (1 OF 2)
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

G. Les Austin
VP and CFO

 CFO of RAM Energy Resources*
 CFO of Matrix Service Company*
 Positions at Flint Energy Construction and Ernst & Young

Richard Carson
VP and General
Counsel

 Shareholder & Attorney at GableGotwals Counsel
 Senior Counsel at The Williams Companies*
 20+ years of legal experience

Jeff English
VP of Operations

 VP of Operations of Bosque Systems
 Positions at Vartec Telecom and Ernst & Young

Don LaBass
VP and Chief
Accounting Officer

 CFO of Cherokee Nation Businesses
 Positions with BOK Financial*, Gemstar TV Guide
International* and KPMG

Jim Dowdy
VP Corp.
Development

 20 years of Acquisitions & Divestitures experience in oil & gas
industry, including Samson

* denotes public company

20

Confidential
EXPERIENCED TEAM (2 OF 2)

Randall Lorett
CEO and President
of TIR

 Co-Founder of TIR (2003)
 25 years of experience in pipeline inspection & integrity services

Charles C.
Stephenson, Jr.
Director and “Sponsor”

 Co-Founder of Cypress Energy Partners
 Founded Vintage Petroleum* (sold to Oxy in 2006)
 Co-Founder and Chairman of Premier Natural Resources

Phil Gisi
Director
And “ND Partner”

 Co-Founder of Cypress Predecessor
 Has other SBG entities
 CEO and President of Edgewood Vista Senior Living

John T. McNabb, II
Director

 Vice Chairman of Investment Banking at Duff & Phelps
 Director of Continental Resources* and Willbros*

Henry L. Cornell
Director

 Former Vice Chairman of Goldman Sachs Merchant Banking
 Previously practiced law at Davis, Polk & Wardwell
 Director of MRC Global*

* denotes public company

21

Confidential
CELP GROWTH OPPORTUNITIES
Organic Growth And Existing Opportunities

• Increased utilization of existing assets (W&ES) and personnel (PI&IS)
• Sponsor owns additional 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)
Additional Acquisition 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)
• PI&IS services (e.g., aerial inspection, additional NDE, right-of-way)
22

Confidential
CONSOLIDATED CELP FINANCIAL PERFORMANCE
PI&IS Summary(1)

Disposal Volume
Revenue

$25

$21.6

25

$20

$14.6

20

$15
15
10

22.8

18.7

$5

11.0

5

$10

0

Average Number of Inspectors

30

$30

$24.6

Revenue (Dollars in Millions)

Disposed Saltwater (MMBbl)

35

$0

12/31/12PF

9/30/13PF
12 Months Ended

2,000

1,000

1,326
500

$200

$248.4
$13.0

$17.6

(4)

$20

(4)

$10

$100

$0

$0

12/31/12PF

(1)
(2)
(3)
(4)

9/30/13PF
12 Months Ended

1,446
$100

919

0

$40

(Dollars in Millions)

$30

$23.4
$300

$200

$0

9/30/13PF
12 Months Ended

12/31/14P

Adjusted Gross Margin(3)

$396.6
$362.6

$300

12/31/12PF

Adj. EBITDA (Dollars in Millions)

Revenue (Dollars in Millions)

$400

$400

$233.8

12/31/14P

$40

Revenue
Adj. EBITDA

$372.0

1,500

Revenue(2) And Adjusted EBITDA(3)
$500

Avg. # of Inspectors
$341.0
Revenue

Revenue (Dollars in Millions)

W&ES Summary

W&ES
PI&IS

$36.0
$29.7

$30

$18.3

$20.7
$20

$16.0

$11.2
$10

$9.5

$13.7

$17.7

$0

12/31/12PF

12/31/14P

9/30/13PF
12 Months Ended

12/31/14P

Includes 100% of PI&IS.
Includes 100% of W&ES and 100% of PI&IS.
Includes 100% of W&ES and 50.1% of PI&IS. Refer to slide 33 for a reconciliation of Adjusted EBITDA to Net Income (Controlling Interests).
Does not reflect incremental G&A Expense for being a publicly traded partnership.

23

Confidential
FINANCIAL FLEXIBILITY – CREDIT FACILITY
• New Credit Facility of $120 MM (12/24/13)

CELP Capitalization (Pro Forma for Offering,
including exercise of shoe in full) Pro Forma

− Arrangers: Deutsche Bank, BMO
− $65 MM Borrowing Base Facility &
$55 MM Acquisition Facility
− Also provides for $100 MM

9/30/13 (2)

(U.S. Dollars In Thousands)
Cash and Cash Equivalents

$

15,190

Mezzanine Facilities
Revolving Credit Facility
New Credit Facility (3)

$

67,121

Total Long-Term Debt

$

67,121

$

-

Long-Term Debt:

Accordion(1)

• $23.4 MM forecasted Adj. EBITDA
Attributable To Controlling Interests
for 12 months ending 12/31/14

Member's/Partners' Equity:
CEP Successor Member's Equity

• Covenants based on Adj. EBITDA (100%)
rather than Adj. EBITDA Attributable To
Controlling Interests; leverage covenants
exclude Borrowing Base Facility outstanding

Limited Partners' Units:
Common Units:
Public
Cypress Holdings & CEP-TIR & Affiliates
Subordinated Units

80,212
17,133
17,207

Total Member's/Partners' Equity
Non-controlling Interest (TIR)
Total Equity

$

Total Capitalization

• IPO provides access to additional
capital markets

114,552
34,013
148,565

$

215,686

(1) Accordion subject to additional commitments from lenders and satisfaction of certain other conditions.
(2) Assumes IPO price of $20.00 per unit.
(3) As of December 31, 2013, CELP had $75.0 million of indebtedness outstanding under its New Credit Facility.

24

Confidential
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.

(U.S. Dollars In Thousands)

Historical Pro Forma
Year Ended
12/31/12

12 Months Ended
9/30/13

Reconciliation of Adjusted EBITDA (1)
to Net Income (Controlling Interests)
Net Income (Controlling Interests)
Add:
D&A Expense (1)
Income Tax Expense (1)
Interest Expense (2)

$

Adjusted EBITDA (1)

$

9,727

$

2,541
179
586
13,033

11,801
4,762
323
729

$

17,615

(1) 100% attributable to W&ES and 50.1% attributable to PI&IS.
(2) Reflects interest expense as if CELP had entered into its New Credit Facility on January 1, 2012, plus applicable commitment and loan origination fees. The noncontrolling 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. Pursuant to the omnibus agreement, in order to effect the charge, the TIR entities will reduce distributions to the non-controlling interest holders in
the TIR entities by an aggregate amount of $0.5 million for the year ended December 31, 2012 and $0.2 million for the twelve months ended September 30, 2013.

25

Confidential
THANK YOU
Independent
Cypress/TIR team
inspection & integrity
has significant
business serving
industry experience
large pipeline owners
and connections
of North America

High quality new
SWD facilities in
active U.S. oil & gas
producing regions

Increasing U.S.
energy activity –
“U.S. Energy
Independence”

Heightened industry
focus on regulatory
compliance and
safety

Cypress/TIR team
has significant
industry experience
and connections

Water & Environmental Services
Pipeline Inspection & Integrity Services

Consolidation and
growth opportunities
in highly fragmented
markets

Provide services
throughout long life
of customers’ assets

26

Confidential

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3 6-14 dp conference

  • 1. Peter C. Boylan III – Chairman & CEO Duff & Phelps 6th Annual Private Capital Conference | March 6th, 2014 Confidential
  • 2. 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. 2 Confidential
  • 3. IPO SUMMARY – JANUARY 15TH, 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 ~ 6.3% @ $24.49 (3/3/14) Minimum quarterly distribution: $0.3875 per unit ($1.55 annualized); Q1 2014 will be pro-rated for IPO on 1/15/14. Equity market value: $237 million @ IPO price of $20/unit (11.826MM units outstanding); $290 million @ $24.49 (3/3/14) Estimated distribution coverage: 1.15x total unit coverage, 2.30x common unit coverage Expected tax shield: ≥ 80% Book-Running managers: Raymond James, Baird, Stifel, BMO Co-managers: Janney, Wunderlich 3 Confidential
  • 4. CYPRESS ENERGY PARTNERS OVERVIEW Serves Energy Companies Water & Environmental Services (W&ES) Pipeline Inspection & Integrity Services (PI&IS) • Founded in 2012 • Tulsa Inspection Resources, Inc. (TIR) − 50.1% interest in TIR entities held by CELP at IPO • Saltwater disposal and other water & environmental services • Founded in 2003 • Sponsor (Charles Stephenson, Jr.; E&P) • Pipeline inspection & integrity services • 9 owned SWD facilities (Bakken-7; Permian-2) • Large provider of independent services − − − − − High quality construction & ops. − Average age of 16 months at 9/30/13 − Avg. disposal volume of ≈53,000 barrels per day (BPD) during 9 months 9/30/13 − ≈75% YTD volume is produced water − Capacity to grow volumes, ≈42% avg. facility utilization − Annual injection capacity of ≈50 million barrels − 3 facilities currently receive piped water Pipelines and related infrastructures U.S. and Canada Proprietary database of 10,000+ inspectors 1,700+ inspectors employed at 9/30/13 • Scalable • Recurring revenue given maintenance, repair & operations (MRO) activities relating to existing pipelines • Manage 4 additional facilities in Bakken % of CELP LTM 9/30/13 Adj. Gross Margin: 46%(1) % of CELP LTM 9/30/13 Adj. Gross Margin: 54%(1) (1) Includes 100% of W&ES and 50.1% of PI&IS. 4 Confidential
  • 5. INVESTMENT HIGHLIGHTS Independent Cypress/TIR team inspection & integrity has significant business serving industry experience large pipeline owners and connections of North America High quality new SWD facilities in active U.S. oil & gas producing regions Increasing U.S. energy activity – “U.S. Energy Independence” Heightened industry focus on regulatory compliance and safety Cypress/TIR team has significant industry experience and connections Water & Environmental Services Pipeline Inspection & Integrity Services Consolidation and growth opportunities in highly fragmented markets Provide services throughout long life of customers’ assets 5 Confidential
  • 6. WATER & ENVIRONMENTAL SERVICES Water Acquisition Fracturing Fluid Mixing Fracturing Fluid Injection Well Completion Production of Oil/Gas And Saltwater Flowback: up to 47% of injected water within 10 days(1) Flowback Water Transportation Produced Water Transportation = Current Cypress Activities Pipeline Water Handling And Disposal Is A Growing, Multi-Billion Dollar Annual Market Saltwater Disposal (SWD) Recycling Saltwater Injection Residual Oil Sales (1) Source: University of North Dakota Study of Bakken wells, April 2010. 6 Confidential
  • 7. 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) Flowback Water Produced Water • Millions of gallons of water are injected during fracturing of horizontal wells • Portion of this water returns to surface during weeks following completion • Naturally occurring water flows to surface with oil and natural gas • Generated for lifespan of the well (in Bakken and Permian, can be decades) 7 Confidential
  • 8. 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 CELP Injection Interval > 4,000’ (1) SWD wells are regulated by U.S. EPA as Class II injection wells. 8 Confidential
  • 9. Transportation TRANSPORTATION, CUSTOMERS, REVENUE • 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 Customers • Producers that contract directly with SWD facility (typically piping) Revenue • 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 • SWD facility charges a fee per barrel of saltwater disposed • Trucking companies hired by producers to transport saltwater • SWD facility sells residual oil (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. 9 Confidential
  • 10. SWD DEMAND DRIVERS AND TRENDS 25 23 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) 20 18 15 13 10 2. Increasing volumes of water utilized for completion of U.S. oil & gas wells 15.38 17.71 13.77 16.67 12.35 2010 8 5 − 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 Lower 48 Oil & Gas Production (MMBoe/d)(1) 2011 2012 2013P 2014P 3 0 All U.S. Onshore (3) Wells Drilled 80,000 70,000 7,498 60,000 50,000 Avg. Footage Per Well 8,308 8,155 7,862 10,000 9,500 9,000 8,500 8,000 6,753 7,500 7,000 40,000 6,500 6,000 3. Increasing capital needs and public & regulatory scrutiny driving outsourcing − Producers want to drill oil & gas wells, not build waste infrastructure, with capital − Producers know E&P, not waste & associated regulatory compliance 30,000 20,000 43,000 38,000 48,100 46,600 46,300 − 2 of most active drilling regions − EIA forecasts increasing production in both basins 4,000 3,500 0 3,000 2010 2.0 1.8 1.5 2011 2012 2013P 2014P Hydrocarbon Liquids Production (4) (MMBbl/d) Williston Basin (ND; SD; eMT) Permian Basin (TX; NM) 1.0 0.8 1.18 0.5 0.3 0.72 1.29 0.95 1.13 1.37 0.0 2012 (1) (2) (3) (4) 2013P 2014P Source: U.S. EIA Petroleum Supply Monthly and Natural Gas Monthly, November 2013. Lower 48 States excluding Gulf of Mexico. Source: Texas Water Development Board, Proposed Mining Demands for 2016 Regional Use and 2017 State Water Plan, January 2013. Source: Spears & Associates, Drilling and Production Outlook, December 2013. Source: U.S. EIA Short-Term Energy Outlook, February 2013. 10 5,000 4,500 10,000 1.3 4. Current CELP facilities in Williston/Bakken and Permian 5,500 Confidential
  • 11. PIPELINE INSPECTION & INTEGRITY SERVICES • Regulations require pipeline operators to develop an integrity management program and conduct inspection, with operators outsourcing elements In-line Inspection Smart pigs Pig tracking   Wellhead Processing/Treating Facilities Gathering System Pipeline Inspection Is A Growing, Multi-Billion Dollar Annual Market Other Non-destructive Examination (NDE) Inspection Visual/aerial X-ray Ultrasonic Other testing  Pipelines/Transportation Lines/Storage Facilities    End Users     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   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 11  Confidential
  • 12. INFRASTRUCTURE BY USER/SECTOR Natural Gas Local Distribution Company Natural Gas Transmission Pipelines Gas Gathering Compression Gas Processing & Treating Plants Distribution Lines Residential Compression Electric Generation Natural Gas Storage Commercial/Industrial Crude Oil Gathering Natural Gas Liquid (“NGL”) Transmission Pipelines LNG Export NGL Fractionation NGL Transmission Pipelines Chemicals and Plastics Residential Crude Transportation User/Sector Currently Served By TIR Crude Storage Pipelines Rail Truck Crude Oil Field Tank Battery Upstream Oil & Gas Wells Refinery Midstream Downstream Users 12 Confidential
  • 13. CUSTOMERS AND REVENUE Revenue Customers • 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 13 Confidential
  • 14. SERVICES FOR LIFESPAN OF ASSETS • 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 % Of U.S. Pipe Mileage Installed By Decade(1) 25% 20% 15% 10% 5% 0% (1) Source: INGAA The Role of Pipeline Age in Pipeline Safety, November 2012. 14 Confidential
  • 15. INSPECTION DEMAND DRIVERS AND TRENDS 1. Substantial existing infrastructure that is aging − 2.3+ million miles of transmission and distribution pipelines in U.S. plus millions of miles of gathering systems(1) 2011-2035 Infrastructure Investment(2) (U.S. Dollars in Billions) Western, $12.4 Offshore, Arctic, $0.3 $5.3 Midwest, $20.8 Southwest, $56.0 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) Canada, $38.7 Northeast, $33.6 Southeast, $35.6 Central, $48.1 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 (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. 15 Confidential
  • 16. COMPETITIVE LANDSCAPE Water & Environmental Services Pipeline Inspection & Integrity Services (W&ES) (PI&IS) • Certain producers with private SWD facilities serving own production • In-house personnel • Engineering & construction (E&C) companies • Service providers with commercial SWD facilities serving producers (piping), vertically integrated trucking companies and third party trucking companies • Independent inspection & integrity services companies • Highly fragmented market of oil & gas industry(1) • Examples: Wood Group/Mustang (E&C); Intertek/Moody Int’l (independent inspection) • NGL Energy Partners (NGL) has been actively acquiring businesses within the water services sector since June 2012 • TIR is believed to be one of the leading providers of independent inspectors to the North American pipeline industry Cypress was 1st IPO in W&ES as well as in PI&IS (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. 16 Confidential
  • 17. CYPRESS’ OWNED SWD FACILITIES 7 Owned ND Facilities SWD facility SWD facility with piped water 2 Owned TX Facilities Mountrail County, ND Facility (2 Wells) • • • • • • • Opened June 2012 – 10 acres leased(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 – E&P customer DVR security systems Automation systems (1) Cypress facilities are up to 30 acres. 17 Confidential
  • 18. LEADER IN INDEPENDENT INSPECTION • Strong long-term relationships with customers and inspectors − Proprietary database of 10,000+ inspectors • Serves 60+ customers across North America(1) • Growing revenue Average TIR Inspector Headcount Per Quarter Number of Inspectors 1,800 TIR (100%) 2012 9 mos. 9/30/13 12 mos. 9/30/13 $234 $268 2011 1,700+ @ 9/30/13 (up 50+% from year ago) 1,600 2012 2013 1,667 1,400 1,153 1,200 1,180 1,000 1,303 799 800 689 600 Revenue (U.S. dollars in millions) 2010 462 $341 309 0 Q1 727 716 530 400 200 1,035 437 507 305 Q2 Q3 Q4 TIR’s Top Customers By Revenue – 9 Months 9/30/13 (In Alpha Order) (1) For the three months ended September 30, 2013. 18 Confidential
  • 19. HEIGHTENED REGULATORY LANDSCAPE • Evolving environmental and safety regulations for both business segments • 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 Example: Pipeline Transportation Safety Improvement Act of 2011 − 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 19 Confidential
  • 20. EXPERIENCED TEAM (1 OF 2) 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 G. Les Austin VP and CFO  CFO of RAM Energy Resources*  CFO of Matrix Service Company*  Positions at Flint Energy Construction and Ernst & Young Richard Carson VP and General Counsel  Shareholder & Attorney at GableGotwals Counsel  Senior Counsel at The Williams Companies*  20+ years of legal experience Jeff English VP of Operations  VP of Operations of Bosque Systems  Positions at Vartec Telecom and Ernst & Young Don LaBass VP and Chief Accounting Officer  CFO of Cherokee Nation Businesses  Positions with BOK Financial*, Gemstar TV Guide International* and KPMG Jim Dowdy VP Corp. Development  20 years of Acquisitions & Divestitures experience in oil & gas industry, including Samson * denotes public company 20 Confidential
  • 21. EXPERIENCED TEAM (2 OF 2) Randall Lorett CEO and President of TIR  Co-Founder of TIR (2003)  25 years of experience in pipeline inspection & integrity services Charles C. Stephenson, Jr. Director and “Sponsor”  Co-Founder of Cypress Energy Partners  Founded Vintage Petroleum* (sold to Oxy in 2006)  Co-Founder and Chairman of Premier Natural Resources Phil Gisi Director And “ND Partner”  Co-Founder of Cypress Predecessor  Has other SBG entities  CEO and President of Edgewood Vista Senior Living John T. McNabb, II Director  Vice Chairman of Investment Banking at Duff & Phelps  Director of Continental Resources* and Willbros* Henry L. Cornell Director  Former Vice Chairman of Goldman Sachs Merchant Banking  Previously practiced law at Davis, Polk & Wardwell  Director of MRC Global* * denotes public company 21 Confidential
  • 22. CELP GROWTH OPPORTUNITIES Organic Growth And Existing Opportunities • Increased utilization of existing assets (W&ES) and personnel (PI&IS) • Sponsor owns additional 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) Additional Acquisition 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) • PI&IS services (e.g., aerial inspection, additional NDE, right-of-way) 22 Confidential
  • 23. CONSOLIDATED CELP FINANCIAL PERFORMANCE PI&IS Summary(1) Disposal Volume Revenue $25 $21.6 25 $20 $14.6 20 $15 15 10 22.8 18.7 $5 11.0 5 $10 0 Average Number of Inspectors 30 $30 $24.6 Revenue (Dollars in Millions) Disposed Saltwater (MMBbl) 35 $0 12/31/12PF 9/30/13PF 12 Months Ended 2,000 1,000 1,326 500 $200 $248.4 $13.0 $17.6 (4) $20 (4) $10 $100 $0 $0 12/31/12PF (1) (2) (3) (4) 9/30/13PF 12 Months Ended 1,446 $100 919 0 $40 (Dollars in Millions) $30 $23.4 $300 $200 $0 9/30/13PF 12 Months Ended 12/31/14P Adjusted Gross Margin(3) $396.6 $362.6 $300 12/31/12PF Adj. EBITDA (Dollars in Millions) Revenue (Dollars in Millions) $400 $400 $233.8 12/31/14P $40 Revenue Adj. EBITDA $372.0 1,500 Revenue(2) And Adjusted EBITDA(3) $500 Avg. # of Inspectors $341.0 Revenue Revenue (Dollars in Millions) W&ES Summary W&ES PI&IS $36.0 $29.7 $30 $18.3 $20.7 $20 $16.0 $11.2 $10 $9.5 $13.7 $17.7 $0 12/31/12PF 12/31/14P 9/30/13PF 12 Months Ended 12/31/14P Includes 100% of PI&IS. Includes 100% of W&ES and 100% of PI&IS. Includes 100% of W&ES and 50.1% of PI&IS. Refer to slide 33 for a reconciliation of Adjusted EBITDA to Net Income (Controlling Interests). Does not reflect incremental G&A Expense for being a publicly traded partnership. 23 Confidential
  • 24. FINANCIAL FLEXIBILITY – CREDIT FACILITY • New Credit Facility of $120 MM (12/24/13) CELP Capitalization (Pro Forma for Offering, including exercise of shoe in full) Pro Forma − Arrangers: Deutsche Bank, BMO − $65 MM Borrowing Base Facility & $55 MM Acquisition Facility − Also provides for $100 MM 9/30/13 (2) (U.S. Dollars In Thousands) Cash and Cash Equivalents $ 15,190 Mezzanine Facilities Revolving Credit Facility New Credit Facility (3) $ 67,121 Total Long-Term Debt $ 67,121 $ - Long-Term Debt: Accordion(1) • $23.4 MM forecasted Adj. EBITDA Attributable To Controlling Interests for 12 months ending 12/31/14 Member's/Partners' Equity: CEP Successor Member's Equity • Covenants based on Adj. EBITDA (100%) rather than Adj. EBITDA Attributable To Controlling Interests; leverage covenants exclude Borrowing Base Facility outstanding Limited Partners' Units: Common Units: Public Cypress Holdings & CEP-TIR & Affiliates Subordinated Units 80,212 17,133 17,207 Total Member's/Partners' Equity Non-controlling Interest (TIR) Total Equity $ Total Capitalization • IPO provides access to additional capital markets 114,552 34,013 148,565 $ 215,686 (1) Accordion subject to additional commitments from lenders and satisfaction of certain other conditions. (2) Assumes IPO price of $20.00 per unit. (3) As of December 31, 2013, CELP had $75.0 million of indebtedness outstanding under its New Credit Facility. 24 Confidential
  • 25. 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. (U.S. Dollars In Thousands) Historical Pro Forma Year Ended 12/31/12 12 Months Ended 9/30/13 Reconciliation of Adjusted EBITDA (1) to Net Income (Controlling Interests) Net Income (Controlling Interests) Add: D&A Expense (1) Income Tax Expense (1) Interest Expense (2) $ Adjusted EBITDA (1) $ 9,727 $ 2,541 179 586 13,033 11,801 4,762 323 729 $ 17,615 (1) 100% attributable to W&ES and 50.1% attributable to PI&IS. (2) Reflects interest expense as if CELP had entered into its New Credit Facility on January 1, 2012, plus applicable commitment and loan origination fees. The noncontrolling 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. Pursuant to the omnibus agreement, in order to effect the charge, the TIR entities will reduce distributions to the non-controlling interest holders in the TIR entities by an aggregate amount of $0.5 million for the year ended December 31, 2012 and $0.2 million for the twelve months ended September 30, 2013. 25 Confidential
  • 26. THANK YOU Independent Cypress/TIR team inspection & integrity has significant business serving industry experience large pipeline owners and connections of North America High quality new SWD facilities in active U.S. oil & gas producing regions Increasing U.S. energy activity – “U.S. Energy Independence” Heightened industry focus on regulatory compliance and safety Cypress/TIR team has significant industry experience and connections Water & Environmental Services Pipeline Inspection & Integrity Services Consolidation and growth opportunities in highly fragmented markets Provide services throughout long life of customers’ assets 26 Confidential