UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

 

 

FORM 8-K 

 

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):  March 5, 2020

 

 

 

Cypress Energy Partners, L.P.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

 

(State or other jurisdiction

of incorporation)

001-36260

 

(Commission

File Number)

61-1721523

 

(I.R.S. Employer

Identification No.)

 

5727 S. Lewis Avenue, Suite 300

Tulsa, Oklahoma 74105

(Address of principal executive offices and zip code)

 

(918) 748-3900

(Registrant’s telephone number, including area code)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Units

 

CELP

 

New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐    

 

 

 

 
 

 

Item 2.02         Results of Operations and Financial Condition.

 

On March 5, 2020, Cypress Energy Partners, L.P. (the “Partnership”) issued a press release announcing its financial and operating results for the year ended December 31, 2019. A copy of the press release is attached hereto as Exhibit 99.1, and the information contained therein is incorporated herein by reference.

 

The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, none of such information shall be incorporated by reference in any filing made by the Partnership under the Exchange Act or the Securities Act of 1933, as amended, except to the extent specifically referenced in any such filings.

 

Item 5.03         Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On November 5, 2019, the board of directors (the “Board”) of Cypress Energy Partners GP, LLC, the General Partner (the “General Partner”) of Cypress Energy Partners, L.P. (the “Partnership”), approved the Second Amendment (the “Amendment”) to First Amended and Restated Agreement of Limited Partnership of the Partnership (as amended, the “Partnership Agreement”), to effect a change in the name of the Partnership from “Cypress Energy Partners, L.P.” to “Cypress Environmental Partners, L.P.” (the “Name Change”).  Sections 2.2 and 13.1(a) of the Partnership Agreement authorize the General Partner to amend the Partnership Agreement to change the name of the Partnership without the approval of any Partners.  The Amendment will be effective on March 16, 2020.  The Name Change will not affect the rights of the holders of the Partnership’s common units.  A copy of the Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

On November 5, 2019, the Board approved the Certificate of Amendment to the Certificate of Limited Partnership of the Partnership (as amended, the “Certificate of Amendment”), which was filed with the Secretary of State of the State of Delaware on March 4, 2020, and will become effective on March 16, 2020, to change the name of the Partnership to Cypress Environmental Partners, L.P.  A copy of the Certificate of Amendment is attached hereto as Exhibit 3.2 and is incorporated herein by reference. 

 

The common units of the Partnership will continue to trade on the New York Stock Exchange under the symbol “CELP.”

 

In addition, the Partnership will launch on March 16, 2020 a new corporate website: www.cypressenvironmental.biz. The Partnership’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, will be available on this website on or after March 16, 2020. We will also continue to make available free of charge, within the “Governance Documents” section of our website at www.cypressenvironmental.biz, the Corporate Governance Guidelines, the Code of Business Conduct and Ethics and our Audit Committee Charter and any amendments thereto or waivers thereof. The information contained on, or connected to, our website is not incorporated by reference into this Current Report on Form 8-K and should not be considered part of this or any other report that we file with or furnish to the SEC.

 

The General Partner changed its name from “Cypress Energy Partners GP, LLC” to “Cypress Environmental Partners GP, LLC” pursuant to the First Amendment to Amended and Restated Limited Liability Agreement of the General Partner (as amended, the “GP LLC Agreement”) and the First Amendment to the Certificate of Formation of the General Partner (as amended, the “GP Certificate of Formation”), the latter of which was filed with the Secretary of State of the State of Delaware on March 4, 2020, and both of which will become effective on March 16, 2020.  Copies of the GP LLC Agreement and the GP Certificate of Formation are attached hereto as Exhibit 3.3 and Exhibit 3.4, respectively, and are incorporated herein by reference.

 

 

 

Also effective on March 16, 2020, the Partnership’s primary operating subsidiary changed its name from “Cypress Energy Partners, LLC” to “Cypress Environmental Partners, LLC.” 

 

Item 7.01        Regulation FD Disclosure

 

On March 5, 2020, the Partnership issued a press release announcing the change of the Partnership’s name to Cypress Environmental Partners, L.P., effective on March 16, 2020. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01         Financial Statement and Exhibits

 

(d)  Exhibits

 

Exhibit No.

Description

 

3.1

Second Amendment to First Amended and Restated Agreement of Limited Partnership of Cypress Energy Partners, L.P., dated as of March 5, 2020.

   

3.2

Certificate of Amendment to the Certificate of Limited Partnership of Cypress Energy Partners, L.P., dated as of March 2, 2020.

   

3.3

First Amendment to Amended and Restated Limited Liability Agreement of Cypress Energy Partners GP, LLC, dated as of March 5, 2020.

   

3.4

First Amendment to the Certificate of Formation of Cypress Energy Partners GP, LLC, dated as of February 27, 2020.

   

99.1

Press Release of Cypress Energy Partners, L.P., dated March 5, 2020.

 

 
 

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

 

 

Cypress Energy Partners, L.P.

 

 

 

 

By:

Cypress Energy Partners GP, LLC, its general partner

 

 

 

Dated:  March 6, 2020

By:

/s/ Jonathan M. Cinocca

 

 

Name:  Jonathan M. Cinocca

 

 

Title:  Corporate Secretary

 

 
 

 

EXHIBIT INDEX

 

Exhibit No.

Description

 

3.1

Second Amendment to First Amended and Restated Agreement of Limited Partnership of Cypress Energy Partners, L.P., dated as of March 5, 2020.

   

3.2

Certificate of Amendment to the Certificate of Limited Partnership of Cypress Energy Partners, L.P., dated as of March 2, 2020.

   

3.3

First Amendment to Amended and Restated Limited Liability Agreement of Cypress Energy Partners GP, LLC, dated as of March 5, 2020.

   

3.4

First Amendment to the Certificate of Formation of Cypress Energy Partners GP, LLC, dated as of February 27, 2020.

   

99.1

Press Release of Cypress Energy Partners, L.P., dated as of March 5, 2020.

 

 

Cypress Energy Partners, L.P. 8-K

 

Exhibit 3.1

 

SECOND AMENDMENT TO

FIRST AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP OF

CYPRESS ENERGY PARTNERS, L.P.

 

THIS SECOND AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CYPRESS ENERGY PARTNERS, L.P., dated as of March 5, 2020 (this “Amendment”), is entered into by Cypress Energy Partners GP, LLC (the “General Partner”), a Delaware limited liability company and the general partner of Cypress Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), pursuant to the authority granted to the General Partner in Sections 2.2 and 13.1(a) of the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of January 21, 2014 (as amended by the First Amendment to First Amended and Restated Agreement of Limited Partnership, dated as of May 29, 2018, the “Partnership Agreement”). Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.

 

RECITALS

 

WHEREAS, the General Partner, without the approval of any Partner, may amend any provision of the Partnership Agreement pursuant to Sections 2.2 and 13.1(a) of the Partnership Agreement to reflect a change in the name of the Partnership;

 

WHEREAS, the Board of Directors of the General Partner (the “Board”), unanimously, in good faith, approved the change of the Partnership’s name to “Cypress Environmental Partners, L.P.”

 

WHEREAS, the Board, unanimously, in good faith, also approved the change of name of affiliates of the Partnership from (1) Cypress Energy Partners, LLC to Cypress Environmental Partners, LLC, and (2) Cypress Energy Partners GP, LLC to Cypress Environmental Partners GP, LLC;

 

WHEREAS, the General Partner has, pursuant to its authority under Section 13.1(a) of the Partnership Agreement, the authority to execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection with the amendment of the Partnership Agreement to reflect a change in the name of the Partnership and accordingly is adopting this Amendment; and

 

WHEREAS, the name change is intended to take effect on March 16, 2020.

 

NOW, THEREFORE, in consideration of the covenants, conditions and agreements contained herein, the General Partner does hereby amend the Partnership Agreement as follows:

 

 

 

 

A.  Amendment.  The Partnership Agreement is hereby amended as follows:

 

1.  Section 2.2 of the Partnership Agreement is hereby amended and restated by deleting Section 2.2 in its entirety and replacing it with the following new Section 2.2:

 

Section 2.2  Name.  The name of the Partnership shall be “Cypress Environmental Partners, L.P.” Subject to applicable law, the Partnership’s business may be conducted under any other name or names as determined by the General Partner, including the name of the General Partner. The words “Limited Partnership,” “L.P.,” “Ltd.” or similar words or letters shall be included in the Partnership’s name where necessary for the purpose of complying with the laws of any jurisdiction that so requires. The General Partner may change the name of the Partnership at any time and from time to time and shall notify the Limited Partners of such change in the next regular communication to the Limited Partners.”

 

2.  Every time the name “Cypress Energy Partners, L.P.” appears in the Partnership Agreement, it shall be replaced with “Cypress Environmental Partners, L.P.”.

 

3.  Every time the name “Cypress Energy Partners, LLC” appears in the Partnership Agreement, it shall be replaced with “Cypress Environmental Partners, LLC”.

 

4. Every time the name “Cypress Energy Partners GP, LLC” appears in the Partnership Agreement, it shall be replaced with “Cypress Environmental Partners GP, LLC”.

 

B.  Applicable Law.  This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of laws.

 

C.  Severability.  Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

 

D.  Ratification of Partnership Agreement.  Except as expressly modified and amended herein, all of the terms and conditions of the Partnership Agreement shall remain in full force and effect.

 

E.  Effective Date of Amendment.  This Amendment shall become effective on March 16, 2020.

 

(Signature page follows)

 

2 

 

  

IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.

 

 

GENERAL PARTNER:

 

 

 

 

CYPRESS ENERGY PARTNERS GP, LLC

 

 

 

 

By:

/s/ Richard M. Carson

 

 

Richard M. Carson

 

 

Senior Vice President and

 

 

General Counsel

  

Second Amendment to First Amended and Restated Agreement of Limited Partnership

 

 

 

Cypress Energy Partners, L.P. 8-K

 

Exhibit 3.2

 

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF LIMITED PARTNERSHIP
OF
CYPRESS ENERGY PARTNERS, L.P.

 

The undersigned, desiring to amend the Certificate of Limited Partnership of Cypress Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), pursuant to Section 17-202 of the Delaware Revised Uniform Limited Partnership Act, does hereby certify as follows:

 

1.  The name of the Partnership is Cypress Energy Partners, L.P.

 

2.  The Certificate of Limited Partnership is hereby amended by deleting Paragraph 1 in its entirety and replacing it with the following new Paragraph:

 

“1.  The name of the Partnership is Cypress Environmental Partners, L.P.”

 

3. The Certificate of Limited Partnership is hereby amended by deleting Paragraph 3 in its entirety and replacing it with the following new Paragraph:

 

“3.  General Partner.  The name and mailing address of the general partner are:

 

Cypress Environmental Partners GP, LLC

5727 S. Lewis Ave., Suite 500

Tulsa, Oklahoma 74105

 

4. This Certificate of Amendment shall become effective on March 16, 2020.

 

(Signature page follows) 

 

 

 

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment as of the 2nd day of March, 2020.

 

 

CYPRESS ENERGY PARTNERS, L.P.

 

 

 

 

 

 

By:

Cypress Energy Partners GP, LLC,

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Richard M. Carson

 

 

 

Richard M. Carson

 

 

 

Senior Vice President and General Counsel

 

Certificate of Amendment to the Certificate of Limited Partnership

 

 

Cypress Energy Partners, L.P. 8-K

 

Exhibit 3.3

 

FIRST AMENDMENT TO

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

CYPRESS ENERGY PARTNERS GP, LLC

 

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CYPRESS ENERGY PARTNERS GP, LLC, dated as of March 5, 2020 (this “Amendment”), is entered into by Cypress Energy GP Holdings, LLC, a Delaware limited liability company (the “Sole Member”), the sole member of Cypress Energy Partners GP, LLC, a Delaware limited liability company (the “Company”), pursuant to the authority granted to the Sole Member as sole member of  the Company in Section 15.5 of the Amended and Restated Limited Liability Company Agreement of the Company, dated as of January 21, 2014 (the “LLC Agreement”). Capitalized terms used but not defined herein have the meaning given such terms in the LLC Agreement.

 

RECITALS

 

WHEREAS, the Sole Member of the Company, may amend the LLC Agreement pursuant to Section 15.5 of the LLC Agreement, including to reflect a change in the name of the Company;

 

WHEREAS, the Sole Member, in good faith, has approved the change of the Company’s name to “Cypress Environmental Partners GP, LLC”; and

 

WHEREAS, the name change is intended to take effect on March 16, 2020.

 

NOW, THEREFORE, in consideration of the covenants, conditions and agreements contained herein, the Sole Member does hereby amend the LLC Agreement as follows:

 

A.  Amendment.  The LLC Agreement is hereby amended as follows:

 

1.  Section 2.2 of the LLC Agreement is hereby amended and restated by deleting Section 2.2 in its entirety and replacing it with the following new Section 2.2:

 

“2.2  Name.  The name of the Company is Cypress Environmental Partners GP, LLC.”

 

2.  Every time the name “Cypress Energy Partners GP, LLC” appears in the LLC Agreement, it shall be replaced with “Cypress Environmental Partners GP, LLC”.

 

3. Every time the name “Cypress Energy Partners, L.P.” appears in the LLC Agreement, it shall be replaced with “Cypress Environmental Partners, L.P.”

 

 

 

 

B.  Applicable Law.  This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of laws.

 

C.  Severability.  Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

 

D.  Ratification of LLC Agreement.  Except as expressly modified and amended herein, all of the terms and conditions of the LLC Agreement shall remain in full force and effect.

 

E.  Effective Date of Amendment.  This Amendment shall become effective on March 16, 2020. 

 

(Signature page follows)

 

2 

 

 

IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.

 

 

SOLE MEMBER:

 

 

 

 

CYPRESS ENERGY GP HOLDINGS, LLC

 

 

 

 

By:

/s/ Richard M. Carson

 

 

Richard M. Carson

 

 

Senior Vice President and

 

 

General Counsel

 

First Amendment to Amended and Restated Limited Liability Company Agreement

 

 

 

Cypress Energy Partners, L.P. 8-K

 

Exhibit 3.4

 

FIRST AMENDMENT TO THE

CERTIFICATE OF FORMATION

OF

CYPRESS ENERGY PARTNERS GP, LLC

 

The undersigned, desiring to amend the Certificate of Formation of Cypress Energy Partners GP, LLC, a Delaware limited liability company (the “Company”), pursuant to Section 18-202 of the Delaware Limited Liability Company Act, does hereby certify:

 

1. The name of the limited liability company is Cypress Energy Partners GP, LLC.

 

2. The Certificate of Formation of the Company is hereby amended by deleting Paragraph 1 in its entirety and replacing it with the following new section:

 

“1. Name. The name of the limited liability company is: Cypress Environmental Partners GP, LLC.”

 

3. This Certificate of Amendment shall become effective on March 16, 2020.

 

(Signature page follows)

 

 

 

 

IN WITNESS WHEREOF, the undersigned has duly executed this First Amendment to the Certificate of Formation as of the 27th day of February, 2020.

 

  CYPRESS ENERGY PARTNERS GP, LLC
       
    By: Cypress Energy GP Holdings, LLC, its sole member
       
    By: /s/ Richard M. Carson
      Richard M. Carson
      Senior Vice President and
      General Counsel

 

First Amendment to the Certificate of Formation

 

 

 

Cypress Energy Partners, L.P. 8-K

 

Exhibit 99.1

 

 

 

Cypress Energy Partners, L.P. Announces Name Change to Cypress Environmental Partners, L.P. and Record Fourth Quarter and Full Year 2019 Results

 

Tulsa, Oklahoma—(BUSINESS WIRE)—March 5, 2020

 

Cypress Energy Partners, L.P. (NYSE:CELP) announced today that it is changing its name to Cypress Environmental Partners, L.P., effective March 16, 2020. This change reflects the fact that Cypress has always been an environmental services company, helping its customers protect the environment with its essential services. The name change should eliminate confusion that the “energy” name created with prospective investors.

 

On March 16, 2020, CELP’s common units will begin trading on the New York Stock Exchange under the new name, but the ticker symbol will remain the same (CELP). In addition to this name change, the names of CELP’s General Partner and CELP’s primary operating subsidiary will be changed to Cypress Environmental Partners GP, LLC and Cypress Environmental Partners, LLC, respectively. Along with these name changes, CELP is also launching its new website at www.cypressenvironmental.biz.

 

Fourth quarter 2019 results compared to fourth quarter of 2018 and other highlights:

 

Net income of $4.9 million, an increase of 87%;

Revenue of $91.2 million, an increase of 3%;

Gross margin of $13.5 million, an increase of 12%;

Adjusted EBITDA attributable to limited partners of $7.5 million, an increase of 21%;

Distributable Cash Flow of $4.8 million, an increase of 56%;

Net debt leverage ratio of 1.90x, compared to 2.64x;

Cash distribution of $0.21 per unit, consistent with the last eleven quarters;

Common unit distribution coverage ratio of 1.89x for the fourth quarter of 2019 and 1.78x for the year; and

Cash and cash equivalents of $15.7 million, an increase of $3.0 million or 23% from September 30, 2019.

 

Peter C. Boylan III, CELP’s Chairman and Chief Executive Officer, stated, “We are pleased to report an excellent 2019, including a strong fourth quarter driven by the broad and growing suite of environmental services we offer our customers. Our two inspection and integrity segments represented 97% of our revenue and 86% of our gross margin during 2019. During the fourth quarter, we continued to strengthen our balance sheet, reducing our long-term debt. Our company continues to generate a strong free cash flow, offering our investors an attractive yield and investment in a growing industry.

 

“Last fall, one of our investors suggested that our current name is confusing, because we have never been a fossil fuel or oilfield services company and suggested that we change our name to better reflect the services we have always provided to our customers. This investor further commented that all of our services are focused on protecting the environment, which is important to everyone, and that many investors don’t even consider or evaluate us because of our name. I am pleased that we were able to secure the necessary trademarks to make this change.

 

Page 1 of 9

 

 

 

 

“In 2018 our sponsor, Cypress Energy Holdings, LLC (“CEH”), completed two acquisitions to further broaden our collective suite of environmental services. Importantly, these acquisitions also provided entry into the municipal water industry, whereby we can offer our traditional inspection services, including corrosion and nondestructive testing services, as well as in-line inspection (“ILI”). We remain excited about entering the ILI industry with next generation 5G ultra high-resolution magnetic flux leakage (“MFL”) ILI technology called EcoVision UHD, capable of helping pipeline owners and operators better manage the integrity of their assets in both the municipal water and energy industries.

 

“We believe we are the only technology provider today capable of offering this service to the large and diverse municipal water industry that provides drinking water to our communities. One of the acquisitions also materially expands our environmental service capabilities with water treatment services for both the onshore and offshore industrial and energy markets. Today customers are more focused than ever on protecting the environment and improving their operating procedures. We have spent the past eighteen months investing in both companies to prepare to offer them for drop down to CELP during 2020. Our ownership interests continue to remain fully aligned with our unitholders, as our General Partner and insiders collectively own approximately 76% of our total common and preferred units.”

 

Mr. Boylan further stated, “the U.S. Pipeline and Hazardous Materials Safety Administration (“PHMSA”) recently finalized a rule that significantly revises certain aspects of the hazardous liquid pipeline safety regulations codified at Title 49 Code of Federal Regulations Parts 190-199. Nearly nine years in the making, the final rule is PHMSA’s response to several significant hazardous liquid pipeline accidents that have occurred in recent years; most notably the 2010 crude oil spill near Marshall, Michigan. The final rule also addresses 2011 and 2016 outstanding congressional mandates and U.S. Government Accountability Office recommendations. Effective July 1, 2020, this rule expands requirements to address risks to pipelines outside of environmentally sensitive and populated areas, requiring the performance of periodic integrity assessments and the use of leak detection systems for all regulated hazardous liquids pipelines (except for offshore gathering and regulated rural gathering lines). In addition, the rule makes changes to the integrity management requirements, including revising data integration requirements and emphasizing the use of in-line inspection technology. The long-term increasing demand for environmental services such as pipeline inspection, integrity services, and water treatment solutions remains strong due to our nation’s aging pipeline infrastructure, and we believe we are well-positioned to capitalize on these opportunities.

 

“In the fourth quarter 2019, we sold approximately 86% of our pre-petition receivables from PG&E in a non-recourse sale to a third party and settled some previously disclosed litigation on attractive terms. We have also executed an agreement with PG&E to collect the remaining $1.7 million of pre-petition receivables under a court-approved ‘operational integrity supplier program.’ These transactions resulted in a net gain of $0.7 million. Our relationship with PG&E remains strong and we have continued to provide them with essential inspection services.”

 

Fourth Quarter:

 

Revenue of $91.2 million for the three months ended December 31, 2019, compared with $88.9 million for the three months ended December 2018, representing a 3% increase.

Gross margin of $13.5 million for the three months ended December 31, 2019, compared to $12.1 million for the three months ended December 31, 2018, representing a 12% increase.

Net income of $4.9 million for the three months ended December 31, 2019, compared to $2.6 million for the three months ended December 31, 2018, representing an 87% increase.

Net income attributable to common unitholders of $3.2 million for the three months ended December 31, 2019, compared to $1.6 million for the three months ended December 31, 2018, representing a 100% increase.

Adjusted EBITDA (including noncontrolling interests) of $8.3 million for the three months ended December 31, 2019, compared to $6.3 million for the three months ended December 31, 2018, representing a 31% increase.

 

Page 2 of 9

 

 

 

 

Adjusted EBITDA attributable to limited partners of $7.5 million for the three months ended December 31, 2019, compared to $6.2 million for the three months ended December 31, 2018, representing a 21% increase.

Distributable Cash Flow of $4.8 million for the three months ended December 31, 2019, compared to $3.1 million for the three months ended December 31, 2018, representing a 56% increase. Distributable Cash Flow was reduced from distributions on preferred equity. The preferred equity was issued in May 2018, and the first preferred distribution was paid in November 2018.

A net debt leverage ratio (calculated as debt, including finance leases, net of cash and cash equivalents divided by trailing-twelve-month EBITDA) of 1.9x, a credit facility covenant leverage ratio of 2.4x, and a credit facility interest coverage ratio of 8.7x at December 31, 2019.

 

Full Year:

 

Revenue of $401.6 million for the year ended December 31, 2019, compared to $315.0 million for the year ended December 31, 2018, representing a 28% increase.

Gross margin of $53.7 million for the year ended December 31, 2019, compared to $44.0 million for the year ended December 31, 2018, representing a 22% increase.

Net income of $17.4 million for the year ended December 31, 2019, compared with $12.1 million for the year ended December 31, 2018, representing a 44% increase. Net income for the year ended December 31, 2018 included gains on asset disposals of $4.1 million.

Net income attributable to common unitholders of $11.9 million for the year ended December 31, 2019, compared with $9.0 million for the year ended December 31, 2018, representing a 32% increase. Net income attributable to common unitholders for the year ended December 31, 2018 included gains on asset disposals of $4.1 million.

Adjusted EBITDA (including noncontrolling interests) of $31.4 million for the year ended December 31, 2019, compared with $23.1 million for the year ended December 31, 2018, representing a 36% increase.

Adjusted EBITDA attributable to limited partners of $29.5 million for the year ended December 31, 2019, compared with $21.9 million for the year ended December 31, 2018, representing a 35% increase.

Distributable Cash Flow of $18.1 million for the year ended December 31, 2019, compared with $12.9 million for the year ended December 31, 2018, representing a 41% increase. Distributable Cash Flow was reduced by distributions on preferred equity.

 

Highlights include:

 

An attractive mix of environmental service lines driving solid gross margin, EBITDA, and Distributable Cash Flow growth with details in the tables below.

Maintenance capital expenditures for the fourth quarter of 2019 were $0.1 million, reflecting the minimal maintenance capital expenditures necessary for the operations of our businesses.

Our expansion capital expenditures for 2019 totaled $1.5 million. The expansion capital expenditures included the purchase of equipment to support our nondestructive examination inspection business and costs associated with a new human capital management system that we implemented in early 2020 that should give us long-term competitive advantage.

We enjoy strong long-term customer relationships, many of which date back 17 years in our Pipeline Inspection segment and ten years in our Pipeline and Process Services (“PPS”) segment. In 2019:

28% of the gross margin of our Pipeline Inspection segment was generated from customers that we have served for over 10 years, and another 40% was generated from customers we have served for over five years.

The majority of the gross margin of our PPS segment and Environmental Services segment was generated from customers that we have served for over 5 years.

 

Page 3 of 9

 

 

 

 

We have substantial organic growth opportunities for our various service lines, considering that we serve less than 10% of the addressable market.

 

Looking forward:

 

We continue to pursue new customers and new projects as they are announced and remain focused on renewing existing contracts and selling to our customers additional service lines.

Earlier in 2019, our Pipeline Inspection segment reached the highest inspector headcount in its seventeen-year history.

We continue our focus on maintenance, integrity, and nondestructive examination services. These business lines yield higher gross margins than our standard inspection work and are not dependent on new construction projects.

During the year ended December 31, 2019, 93% of total saltwater disposal volumes came from produced water, and piped water represented 41% of total water volumes. We have significant operating leverage with our unused capacity, cost structure, and minimal maintenance capital expenditure requirements should drilling activity and water volumes increase.

The interest rate on our borrowings ranged between 4.70% and 6.02% for the year ended December 31, 2019. The interest rate on our revolving credit facility borrowings was 4.80% at December 31, 2019.

To simplify the financial presentation to investors regarding the complex administrative fee arrangement, we and CEH agreed to terminate the management fee provisions of the omnibus agreement effective December 31, 2019. Beginning January 1, 2020, the executive management services and other general and administrative expenses that CEH previously incurred and charged to us via the annual administrative fee are charged directly to us as they are incurred. Under our current cost structure, we expect these direct expenses to be lower than the annual administrative fee that we previously paid, although we expect to experience more variability in our quarterly general and administrative expense now that we are incurring the expenses directly than when we paid a consistent administrative fee each quarter. CEH will still retain the ability to provide expense support.

The corona virus represents a new risk that is impacting global demand for energy, commodity prices, and may impact our customers and lenders.

We continue to incur substantial legal fees defending various Fair Labor Standards Act (“FLSA”) employee overtime litigation with plaintiff lawyers pursuing the industry.

 

CELP will file its annual report on Form 10-K for the period ended December 31, 2019 with the Securities and Exchange Commission later in March. CELP will also post a copy of the Form 10-K on its website at www.cypressenvironmental.biz

 

Non-GAAP Measures:

 

CELP defines Adjusted EBITDA as net income, plus interest expense, depreciation, amortization and accretion expenses, income tax expenses, impairments, non-cash allocated expenses, and equity-based compensation, less certain other unusual or non-recurring items. CELP defines Adjusted EBITDA attributable to limited partners as net income attributable to limited partners, plus interest expense attributable to limited partners, depreciation, amortization and accretion attributable to limited partners, impairments attributable to limited partners, income tax expense attributable to limited partners, and equity-based compensation attributable to limited partners, less certain other unusual or non-recurring items attributable to limited partners. CELP defines Distributable Cash Flow as Adjusted EBITDA attributable to limited partners less cash interest paid, cash income taxes paid, maintenance capital expenditures, and cash distributions on preferred equity. These are supplemental, non-GAAP financial measures used by management and by external users of our financial statements, such as investors and commercial banks, to assess our operating performance without regard to financing methods, historical cost basis or capital structure; the ability of our assets to generate sufficient cash flow to make distributions to our unitholders; our ability to incur and service debt and fund capital expenditures; the viability of acquisitions and other capital expenditure projects; and the returns on investment of various investment opportunities. The GAAP measures most directly comparable to Adjusted EBITDA, Adjusted EBITDA attributable to limited partners, and Distributable Cash Flow are net income and cash flow from operating activities. These non-GAAP measures should not be considered as alternatives to the most directly comparable GAAP financial measure. Each of these non-GAAP financial measures exclude some, but not all, items that affect the most directly comparable GAAP financial measure. Adjusted EBITDA, Adjusted EBITDA attributable to limited partners, and Distributable Cash Flow should not be considered alternatives to net income, income before income taxes, net income attributable to limited partners, cash flows from operating activities, or any other measure of financial performance calculated in accordance with GAAP as those items are used to measure operating performance, liquidity, or the ability to service debt obligations. CELP believes that the presentation of Adjusted EBITDA, Adjusted EBITDA attributable to limited partners, and Distributable Cash Flow provide useful information to investors in assessing our financial condition and results of operations. CELP uses Adjusted EBITDA, Adjusted EBITDA attributable to limited partners, and Distributable Cash Flow as supplemental financial measures to both manage its business and assess the cash flows generated by its assets (prior to the establishment of any retained cash reserves by the general partner) to fund the cash distributions to unitholders. Because Adjusted EBITDA, Adjusted EBITDA attributable to limited partners, and Distributable Cash Flow may be defined differently by other companies, our definitions of Adjusted EBITDA, Adjusted EBITDA attributable to limited partners and Distributable Cash Flow may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. Reconciliations of (i) Net Income to Adjusted EBITDA and Distributable Cash Flow, (ii)Net Income attributable to limited partners to Adjusted EBITDA attributable to limited partners and Distributable Cash Flow and (iii) Net Cash Flows Provided by Operating Activities to Adjusted EBITDA and Distributable Cash Flow are provided below.

 

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This press release includes “forward-looking statements”:

 

All statements, other than statements of historical facts included or incorporated herein, may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. While CELP believes its expectations, as reflected in the forward-looking statements, are reasonable, CELP can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect operations, financial performance, and other factors as discussed in filings with the Securities and Exchange Commission. Other factors that could impact any forward-looking statements are those risks described in CELP’s Annual Report filed on Form 10-K, Quarterly Reports filed on Form 10-Q, and other public filings. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors.” CELP undertakes no obligation to publicly update or revise any forward-looking statements except as required by law.

 

About Cypress Energy Partners, L.P.:

 

Cypress Energy Partners, L.P. is a master limited partnership that provides essential environmental services to the energy and municipal water industries, including pipeline & infrastructure inspection, NDE testing, various integrity services, and pipeline & process services throughout the U.S. Cypress also provides environmental services to upstream energy companies and their vendors in North Dakota, including water treatment, hydrocarbon recovery, and disposal into EPA Class II injection wells to protect our groundwater. In all of these business segments, Cypress works closely with its customers to help them protect people, property, and the environment, and to assist them with increasingly complex and strict rules and regulations. Cypress is headquartered in Tulsa, Oklahoma.

 

Contact: Cypress Energy Partners, L.P. - Jeff Herbers - Chief Financial Officer
Jeff.herbers@cypressenergy.com or 918-947-5730

 

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CYPRESS ENERGY PARTNERS, L.P.

Consolidated Balance Sheets

As of December 31, 2019 and 2018

(in thousands)

 

    December 31,
2019
    December 31,
2018
 
             
ASSETS                
Current assets:                
Cash and cash equivalents   $ 15,700     $ 15,380  
Trade accounts receivable, net     52,524       48,789  
Prepaid expenses and other     988       1,396  
Total current assets     69,212       65,565  
Property and equipment:                
Property and equipment, at cost     26,499       23,988  
Less:  Accumulated depreciation     13,738       11,266  
Total property and equipment, net     12,761       12,722  
Intangible assets, net     20,063       22,759  
Goodwill     50,356       50,294  
Finance lease right-of-use assets, net     600        
Operating lease right-of-use assets     2,942        
Debt issuance costs, net     803       1,260  
Other assets     605       253  
Total assets   $ 157,342     $ 152,853  
                 
LIABILITIES AND OWNERS’ EQUITY                
Current liabilities:                
Accounts payable   $ 3,529     $ 4,848  
Accounts payable - affiliates     1,167       4,060  
Accrued payroll and other     14,850       12,276  
Income taxes payable     1,092       737  
Finance lease obligations     183       90  
Operating lease obligations     459        
Total current liabilities     21,280       22,011  
Long-term debt     74,929       76,129  
Finance lease obligations     359       248  
Operating lease obligations     2,425        
Other noncurrent liabilities     158       178  
Total liabilities     99,151       98,566  
                 
Owners’ equity:                
Partners’ capital:                
Common units (12,068 and 11,947 units outstanding at December 31, 2019 and 2018, respectively)     37,334       34,677  
Preferred units (5,769 units outstanding at December 31, 2019 and 2018)     44,291       44,291  
General partner     (25,876 )     (25,876 )
Accumulated other comprehensive loss     (2,577 )     (2,414 )
Total partners’ capital     53,172       50,678  
Noncontrolling interests     5,019       3,609  
Total owners’ equity     58,191       54,287  
Total liabilities and owners’ equity   $ 157,342     $ 152,853  

 

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CYPRESS ENERGY PARTNERS, L.P.

Consolidated Statements of Operations

For the Three Months and Years Ended December 31, 2019 and 2018

(in thousands, except per unit data)

 

    Three Months Ended
December 31,
    Years Ended
December 31,
 
    2019     2018     2019     2018  
                         
Revenues   $ 91,247     $ 88,888     $ 401,648     $ 314,960  
Costs of services     77,754       76,822       347,924       270,914  
Gross margin     13,493       12,066       53,724       44,046  
                                 
Operating costs and expense:                                
General and administrative     6,680       6,403       25,626       23,744  
Depreciation, amortization and accretion     1,119       1,036       4,448       4,404  
(Gain) loss on asset disposals, net     (2 )     29       (25 )     (4,108 )
Operating income     5,696       4,598       23,675       20,006  
                                 
Other income (expense):                                
Interest expense, net     (1,228 )     (1,299 )     (5,330 )     (6,206 )
Debt issuance cost write-off                       (114 )
Foreign currency gains (losses)     84       (289 )     222       (643 )
Other, net     891       71       1,111       373  
Net income before income tax expense     5,443       3,081       19,678       13,416  
Income tax expense     523       453       2,254       1,318  
Net income     4,920       2,628       17,424       12,098  
                                 
Net income attributable to noncontrolling interests     718       12       1,410       685  
Net income attributable to limited partners     4,202       2,616       16,014       11,413  
Net income attributable to preferred unitholder     1,034       1,033       4,133       2,445  
Net income attributable to common unitholders   $ 3,168     $ 1,583     $ 11,881     $ 8,968  
                                 
Net income per common limited partner unit:                                
Basic   $ 0.26     $ 0.13     $ 0.99     $ 0.75  
Diluted   $ 0.23     $ 0.13     $ 0.88     $ 0.72  
                                 
Weighted average common units outstanding:                                
Basic     12,067       11,946       12,039       11,929  
Diluted     18,510       18,123       18,289       15,757  

 

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Reconciliation of Net Income to Adjusted EBITDA

and to Distributable Cash Flow

 

    Three Months Ended
December 31,
    Years Ended
December 31,
 
    2019     2018     2019     2018  
          (in thousands)        
Net income   $ 4,920     $ 2,628     $ 17,424     $ 12,098  
Add:                                
Interest expense     1,228       1,299       5,330       6,206  
Debt issuance cost write-off                       114  
Depreciation, amortization and accretion     1,382       1,294       5,537       5,480  
Income tax expense     523       453       2,254       1,318  
Equity based compensation     362       339       1,108       1,247  
Losses on asset disposals, net           35              
Foreign currency losses           289             643  
Less:                                
Gains on asset disposals, net                       4,004  
Foreign currency gains     84             222        
Adjusted EBITDA   $ 8,331     $ 6,337     $ 31,431     $ 23,102  
                                 
Adjusted EBITDA attributable to noncontrolling interests     862       143       1,976       1,219  
Adjusted EBITDA attributable to limited partners / controlling interests   $ 7,469     $ 6,194     $ 29,455     $ 21,883  
                                 
Less:                                
Preferred unit distributions     1,034       1,412       4,133       1,412  
Cash interest paid, cash taxes paid, maintenance capital expenditures attributable to limited partners     1,634       1,714       7,238       7,611  
Distributable cash flow   $ 4,801     $ 3,068     $ 18,084     $ 12,860  

 

Reconciliation of Net Income Attributable to

Limited Partners to Adjusted EBITDA Attributable

to Limited Partners and Distributable Cash Flow                                

 

   

Three Months Ended

December 31,

    Years Ended
December 31,
 
    2019     2018     2019     2018  
          (in thousands)        
Net income attributable to limited partners   $ 4,202     $ 2,616     $ 16,014     $ 11,413  
Add:                                
Interest expense attributable to limited partners     1,228       1,299       5,330       6,206  
Debt issuance cost write-off attributable to limited partners                       114  
Depreciation, amortization and accretion attributable to limited partners     1,247       1,170       5,006       4,974  
Income tax expense attributable to limited partners     514       446       2,219       1,290  
Equity based compensation attributable to limited partners     362       339       1,108       1,247  
Loss on asset disposals attributable to limited partners, net           35              
Foreign currency losses attributable to limited partners           289             643  
Less:                                
Gain on asset disposals attributable to limited partners, net                       4,004  
Foreign currency gains attributable to limited partners     84             222        
Adjusted EBITDA attributable to limited partners     7,469       6,194       29,455       21,883  
                                 
Less:                                
Preferred unit distributions     1,034       1,412       4,133       1,412  
Cash interest paid, cash taxes paid and maintenance capital expenditures attributable to limited partners     1,634       1,714       7,238       7,611  
Distributable cash flow   $ 4,801     $ 3,068     $ 18,084     $ 12,860  

 

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Reconciliation of Net Cash Provided by Operating Activities to 

Adjusted EBITDA and to Distributable Cash Flow

 

    Years Ended
December 31,
 
    2019     2018  
    (in thousands)  
             
Cash flows provided by operating activities   $ 18,179     $ 15,409  
Changes in trade accounts receivable, net     4,247       7,165  
Changes in prepaid expenses and other     (136 )     (1,004 )
Changes in accounts payable and accrued liabilities     1,506       (5,440 )
Changes in income taxes payable     (356 )     (87 )
Interest expense (excluding non-cash interest)     4,797       5,646  
Income tax expense (excluding deferred tax benefit)     2,290       1,267  
Other     904       146  
Adjusted EBITDA   $ 31,431     $ 23,102  
                 
Adjusted EBITDA attributable to noncontrolling interests     1,976       1,219  
Adjusted EBITDA attributable to limited partners / controlling interests   $ 29,455     $ 21,883  
Less:                
Preferred unit distributions     4,133       1,412  
Cash interest paid, cash taxes paid, maintenance capital expenditures     7,238       7,611  
Distributable cash flow   $ 18,084     $ 12,860  

 

Operating Data

 

    Three Months Ended
December 31,
  Years Ended
December 31,
    2019   2018   2019   2018
Total barrels of saltwater disposed (in thousands)     3,094       3,854       13,416       14,782  
Average revenue per barrel   $ 0.77     $ 0.78     $ 0.77     $ 0.80  
Environmental Services gross margins     67.9 %     73.8 %     70.6 %     68.3 %
Average number of inspectors     1,296       1,375       1,485       1,214  
Average number of U.S. inspectors     1,296       1,372       1,482       1,209  
Average revenue per inspector per week   $ 4,819     $ 4,643     $ 4,804     $ 4,551  
Pipeline Inspection Services gross margins     11.7 %     11.0 %     10.9 %     11.0 %
Average number of field personnel     27       26       28       23  
Average revenue per field personnel per week   $ 19,325     $ 10,929     $ 13,245     $ 12,508  
Pipeline and Process Services gross margins     33.6 %     22.4 %     30.7 %     28.6 %
Maintenance capital expenditures (in thousands)   $ 149     $ 138     $ 671     $ 656  
Expansion capital expenditures (in thousands)   $ 368     $ 147     $ 1,526     $ 5,075  
Distributions (in thousands)   $ 2,534     $ 2,510     $ 10,133     $ 10,031  
Preferred unit distributions (in thousands)   $ 1,034     $ 1,412     $ 4,133     $ 1,412  
Common unit coverage ratio     1.89 x     1.22 x     1.78 x     1.28 x
Net debt leverage ratio     1.90 x     2.64 x     1.90 x     2.64 x

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