Business Wire | Nov 15, 2021 05:17PM EST

Cypress Environmental Partners Reports Third Quarter Results

Nov. 15, 2021

TULSA, Okla.--(BUSINESS WIRE)--Nov. 15, 2021--Today, Cypress Environmental Partners, L.P. (NYSE: CELP) ("Cypress") reported its financial results for the three months ended September 30, 2021.

HIGHLIGHTS

* Revenue of $32.4 million increased 6% from second quarter 2021 * Gross margin of $4.3 million increased 5% from second quarter 2021 * Basic and diluted loss per unit of $(0.33), inclusive of loss from discontinued operations * Adjusted EBITDA of $0.5 million * Distributable cash flow ("DCF") of $(1.2 million) * Common unit and preferred unit distributions remain suspended as Cypress focuses on reducing debt

THIRD QUARTER 2021 SUMMARY FINANCIAL RESULTS

(in thousands, except for per unit data)

Three Months Ended Change

Sept. 30, Jun. 30, Sept. 30, Sequential Year-on-year 2021 2021 2020

Revenue (1) $ 32,431 $ 30,490 $ 43,375 6 % (25 )%

Gross margin (1) $ 4,304 $ 4,087 $ 6,036 5 % (29 )%

Net (loss) income $ (4,230 ) $ (2,027 ) $ 805 (109 )% NM

Basic and diluted $ (0.33 ) $ (0.23 ) $ (0.04 ) (43 )% NM loss per unit



Adjusted EBITDA (2) $ 545 $ 497 $ 3,615 10 % (85 )%

Distributable cash $ (1,232 ) $ (1,446 ) $ (55 ) (15 )% NM flow (2)



NM - Not meaningful

(1) Revenue and gross margin have been recast for all periods presented to exclude the results of Cypress Brown Integrity, LLC ("CBI"), which previously represented Cypress's Pipeline & Process Services segment prior to that segment being reported as a discontinued operation.

(2) This press release includes the following financial measures not presented in accordance with U.S. generally accepted accounting principles, or GAAP: adjusted EBITDA, adjusted EBITDA attributable to limited partners, and distributable cash flow. Each such non-GAAP financial measure is defined below under "Non-GAAP Financial Information", and each is reconciled to its most directly comparable GAAP financial measure in schedules at the end of this press release.

CEO'S PERSPECTIVE

"Our third quarter performance showed some sequential improvement from the prior quarter. We are beginning to see signs of a multi-year upcycle driven by much higher commodity prices that benefit all of our customers in the energy industry. The macro fundamentals have clearly strengthened this last quarter with demand recovery for oil, natural gas, and refined products. Absent a recession or pandemic-related setback, these positive dynamics are expected to benefit our industry. I believe that Cypress is uniquely positioned to grow our inspection business in both the energy markets and other new markets including municipal water, sewer, electrical transmission, and renewables," commented Peter C. Boylan III, Chairman, President, and CEO.

"During the quarter we decided to discontinue our Pipeline & Process Services segment, given its performance, operating losses, and structural challenges in the hydrotesting business. We entered this market in 2015 and struggled over the two subsequent down cycles to consistently earn profits. We have begun a sale process of the remaining assets and will use the proceeds to reduce debt."

"Federal and State regulations to protect the environment, people, and property continue to grow. In early November The U.S. Department of Transportation's Pipeline and Hazardous Materials Safety Administration ("PHMSA") announced that it is issuing a final rule that expands Federal pipeline safety oversight to all onshore gas gathering pipelines. These new regulations add more than 400,000 miles of "Gas Gathering" pipelines under federal oversight. The rule, initiated over 10 years ago, expands the definition of a "regulated" gas gathering pipeline that is more than 50 years old. It will, for the first time, apply federal pipeline safety regulations to tens of thousands of miles of unregulated gas gathering pipelines. The final rule will also, for the first time, require pipeline operators to report safety information for all gas gathering lines, representing more than 425,000 additional miles covered by federal reporting requirements."

"As a market leader, we have an advantaged position with the technology investments we have made over the last several years. We also continue to enjoy an economic competitive advantage with our qualifying income activities and the related tax advantages of our MLP structure in an environment of rising state and federal taxes. During the quarter, we submitted numerous bids for 2022 work in both traditional energy markets and new markets such as municipal water and electrical transmission. "

SEGMENT UPDATE

Inspection Services

* During the third quarter Cypress had an average headcount of approximately 470 inspectors working throughout the United States. Cypress continues to bid and win new work. The monthly average inspector headcount reached a low of approximately 440 in January 2021. * A significant majority of the Inspection Services segment's revenues during 2021 have been generated from maintenance projects and from services provided to regulated public utilities that provide natural gas to their customers, rather than from new pipeline construction projects. * Cypress continues to aggressively pursue organic business development and has successfully been awarded some new customer contracts and has renewed existing contracts. Some prospective customers are now allowing some limited in person meetings. Cypress has been invited to submit bids for 2022 work from many new potential customers in electrical transmission infrastructure, municipal water inspection, and traditional energy infrastructure. * Legal expenses remain elevated and were $0.5 million in 3rd quarter 2021, due primarily to costs associated with Fair Labor Standards Act employment litigation and certain other lawsuits and claims. * In November 2021, Cypress settled a dispute with another party. Cypress and the other party agreed to fully and finally resolve their differences without any admission of liability. Cypress received a payment in the fourth quarter of 2021 and retained its claims against former employees that misappropriated confidential information and violated various obligations. * Occupational Safety and Health Administration ("OSHA") released federal regulations implementing a workplace COVID-19 vaccination mandate, effective January 4, 2022. Employers with 100 or more employees would be required to establish, implement, and enforce a policy that either ensures their workers are fully vaccinated or requires all unvaccinated workers to wear a mask and submit to weekly COVID-19 testing. Cypress is still evaluating the potential impact of these new regulations on its field personnel and inspectors. Additionally, Cypress may be impacted by various state employment laws.

Water & Environmental Services ("Environmental Services")

* Higher oil prices have led to an increase in the rig count in the Williston basin in North Dakota from 18 rigs last quarter to 23 rigs in the third quarter. * Increased drilling activity generally leads to more water volumes and higher prices for recovered skim oil. * During the quarter a customer had a leak on its produced water pipeline, which led to a reduction in volumes while the pipeline was being repaired. * Cypress is in discussions with several customers about new pipelines into its water treatment facilities. * Private equity investors have recently acquired acreage and production in North Dakota from various public companies with plans to drill and complete additional wells.

Discontinued Operations

* In September 2021, Cypress discontinued the operations Cypress Brown Integrity, LLC ("CBI"), which previously represented its Pipeline & Process Services segment. CBI provided customers with hydrotesting and other related services. Cypress has recast the financial information for all periods presented in its Unaudited Condensed Consolidated Financial Statements to report the assets, liabilities, revenues, and expenses of CBI within discontinued operations. * During the nine months ended September 30, 2021, CBI had a negative gross margin and adversely impacted Cypress's financial results. * In the third quarter of 2021, Cypress recorded a loss of $1.9 million on the disposal of intangible assets associated with CBI. * Cypress expects to sell CBI's long-lived assets, which have a net book value of approximately $1.0 million. These assets were held for sale as of September 30, 2021. The proceeds will be utilized to reduce debt. * Cypress recorded employee severance expenses of approximately $0.1 million in the third quarter of 2021.

COMMON UNIT & PREFERRED UNIT DISTRIBUTIONS

In July 2020, Cypress announced that it had suspended common unit distributions. Cypress's credit facility, as amended in 2021, now places significant restrictions on the payment of common unit and preferred unit distributions. As a result, Cypress does not expect to pay distributions in the near term; instead, Cypress expects to continue to use available cash to pay down debt and for working capital needs. The preferred units accrue preferred distributions at an annual rate of 9.5%, and the arrearage must be settled before Cypress can resume distributions on its common units.

THIRD QUARTER 2021 OPERATING RESULTS BY BUSINESS SEGMENT

Inspection Services

The Inspection Services segment's results for the three months ended September 30, 2021 were:

* Revenue - $31.5 million, an increase of 7% compared to the three months ended June 30, 2021, and a decrease of 25% compared to the three months ended September 30, 2020. * Gross Margin - $3.9 million, an increase of 15% compared to the three months ended June 30, 2021, and a decrease of 24% compared to the three months ended September 30, 2020.

Water & Environmental Services ("Environmental Services")

The Environmental Services segment's results for the three months ended September 30, 2021 were:

* Revenue - $0.9 million, a decrease of 17% compared to the three months ended June 30, 2021, and a decrease of 34% compared to the three months ended September 30, 2020. * Gross Margin - $0.4 million, a decrease of 39% compared to the three months ended June 30, 2021, and a decrease of 52% compared to the three months ended September 30, 2020.

CAPITALIZATION, LIQUIDITY, AND FINANCING

Cypress had net debt of $50.0 million comprised of outstanding borrowings of $55.3 million on its credit facility and cash and cash equivalents of $5.3 million, inclusive of $1.3 million in cash and cash equivalents classified as assets of discontinued operations on its Unaudited Condensed Consolidated Balance Sheets, at September 30, 2021. The credit facility was amended in August 2021 to eliminate the financial ratio covenants. As part of that amendment, the total capacity of the facility was reduced from $75 million to $70 million. The third quarter results also reflect $0.1 million in costs associated with a financial advisor that the lenders required as part of the amendment.

CAPITAL EXPENDITURES

During the quarter, Cypress had $0.1 million in capital expenditures, inclusive of discontinued operations, which is reflective of its attractive business model that requires minimal capital expenditures.

QUARTERLY REPORT

Cypress filed its quarterly report on Form 10-Q for the three months ended September 30, 2021 with the Securities and Exchange Commission today. Cypress will also post a copy of the Form 10-Q on its website at www.cypressenvironmental.biz.

NON-GAAP FINANCIAL INFORMATION

This press release and the accompanying financial schedules include the following non-GAAP financial measures: adjusted EBITDA, adjusted EBITDA attributable to limited partners, and distributable cash flow. The accompanying schedules provide reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures. Cypress's non-GAAP financial measures should not be considered in isolation or as an alternative to its financial measures presented in accordance with GAAP, including revenues, net income or loss attributable to limited partners, net cash provided by or used in operating activities, or any other measure of liquidity or financial performance presented in accordance with GAAP as a measure of operating performance, liquidity, or ability to service debt obligations and make cash distributions to unitholders. The non-GAAP financial measures presented by Cypress may not be comparable to similarly-titled measures of other entities because other entities may not calculate their measures in the same manner.

Cypress defines adjusted EBITDA as net income or loss exclusive of (i) interest expense, (ii) depreciation, amortization, and accretion expense, (iii) income tax expense or benefit, (iv) equity-based compensation expense, (v) and certain other unusual or nonrecurring items. Cypress defines adjusted EBITDA attributable to limited partners as adjusted EBITDA exclusive of amounts attributable to the general partner and to noncontrolling interests. Cypress defines distributable cash flow as adjusted EBITDA attributable to limited partners less cash interest paid, cash income taxes paid, maintenance capital expenditures attributable to limited partners, and preferred unit distributions paid or accrued. Management believes these measures provide investors meaningful insight into results from ongoing operations.

These non-GAAP financial measures are used as supplemental liquidity and performance measures by Cypress's management and by external users of its financial statements, such as investors, banks, and others to assess:

* financial performance of Cypress's assets without regard to financing methods, capital structure or historical cost basis of assets; * Cypress's operating performance and return on capital as compared to those of other companies, without regard to financing methods or capital structure; and * the ability of Cypress's businesses to generate sufficient cash to pay interest costs, support its indebtedness, and make cash distributions to its unitholders.

ABOUT CYPRESS ENVIRONMENTAL PARTNERS, L.P.

Cypress Environmental Partners, L.P. is a master limited partnership that provides essential environmental services to the energy and public utility industries, including pipeline & infrastructure inspection, nondestructive examination testing, and in-line inspection support services throughout the United States. Cypress also provides environmental services to upstream and midstream energy companies and their vendors in North Dakota, including water treatment, hydrocarbon recovery, and disposal into EPA Class II injection wells to protect the groundwater. Cypress works closely with its customers to help them protect people, property, and the environment, and to assist their compliance with increasingly complex and strict rules and regulations. Cypress is headquartered in Tulsa, Oklahoma.

CAUTIONARY STATEMENTS

This press release may contain or incorporate by reference forward-looking statements as defined under the federal securities laws regarding Cypress Environmental Partners, L.P., including projections, estimates, forecasts, plans and objectives. Although management believes that expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. In addition, these statements are subject to certain risks, uncertainties and other assumptions that are difficult to predict and may be beyond Cypress's control. If any of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, Cypress's actual results may vary materially from what management forecasted, anticipated, estimated, projected or expected.

The key risk factors that may have a direct bearing on Cypress's results of operations and financial condition are described in detail in the "Risk Factors" section of Cypress's most recently filed annual report and subsequently filed quarterly reports with the Securities and Exchange Commission. Investors are encouraged to closely consider the disclosures and risk factors contained in Cypress's annual and quarterly reports filed from time to time with the Securities and Exchange Commission. The forward-looking statements contained herein speak as of the date of this announcement. Cypress undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Information contained in this press release is unaudited and subject to change.

(1) Revenue and gross margin have been recast for all periods presented toexclude the results of Cypress Brown Integrity, LLC ("CBI"), whichpreviously represented Cypress's Pipeline & Process Services segment priorto that segment being reported as a discontinued operation.

(2) This press release includes the following financial measures notpresented in accordance with U.S. generally accepted accounting principles,or GAAP: adjusted EBITDA, adjusted EBITDA attributable to limited partners,and distributable cash flow. Each such non-GAAP financial measure is definedbelow under "Non-GAAP Financial Information", and each is reconciled to itsmost directly comparable GAAP financial measure in schedules at the end ofthis press release.

CEO'S PERSPECTIVE

"Our third quarter performance showed some sequential improvement from the prior quarter. We are beginning to see signs of a multi-year upcycle driven by much higher commodity prices that benefit all of our customers in the energy industry. The macro fundamentals have clearly strengthened this last quarter with demand recovery for oil, natural gas, and refined products. Absent a recession or pandemic-related setback, these positive dynamics are expected to benefit our industry. I believe that Cypress is uniquely positioned to grow our inspection business in both the energy markets and other new markets including municipal water, sewer, electrical transmission, and renewables," commented Peter C. Boylan III, Chairman, President, and CEO.

"During the quarter we decided to discontinue our Pipeline & Process Services segment, given its performance, operating losses, and structural challenges in the hydrotesting business. We entered this market in 2015 and struggled over the two subsequent down cycles to consistently earn profits. We have begun a sale process of the remaining assets and will use the proceeds to reduce debt."

"Federal and State regulations to protect the environment, people, and property continue to grow. In early November The U.S. Department of Transportation's Pipeline and Hazardous Materials Safety Administration ("PHMSA") announced that it is issuing a final rule that expands Federal pipeline safety oversight to all onshore gas gathering pipelines. These new regulations add more than 400,000 miles of "Gas Gathering" pipelines under federal oversight. The rule, initiated over 10 years ago, expands the definition of a "regulated" gas gathering pipeline that is more than 50 years old. It will, for the first time, apply federal pipeline safety regulations to tens of thousands of miles of unregulated gas gathering pipelines. The final rule will also, for the first time, require pipeline operators to report safety information for all gas gathering lines, representing more than 425,000 additional miles covered by federal reporting requirements."

"As a market leader, we have an advantaged position with the technology investments we have made over the last several years. We also continue to enjoy an economic competitive advantage with our qualifying income activities and the related tax advantages of our MLP structure in an environment of rising state and federal taxes. During the quarter, we submitted numerous bids for 2022 work in both traditional energy markets and new markets such as municipal water and electrical transmission. "

SEGMENT UPDATE

Inspection Services

* During the third quarter Cypress had an average headcount of approximately 470 inspectors working throughout the United States. Cypress continues to bid and win new work. The monthly average inspector headcount reached a low of approximately 440 in January 2021. * A significant majority of the Inspection Services segment's revenues during 2021 have been generated from maintenance projects and from services provided to regulated public utilities that provide natural gas to their customers, rather than from new pipeline construction projects. * Cypress continues to aggressively pursue organic business development and has successfully been awarded some new customer contracts and has renewed existing contracts. Some prospective customers are now allowing some limited in person meetings. Cypress has been invited to submit bids for 2022 work from many new potential customers in electrical transmission infrastructure, municipal water inspection, and traditional energy infrastructure. * Legal expenses remain elevated and were $0.5 million in 3rd quarter 2021, due primarily to costs associated with Fair Labor Standards Act employment litigation and certain other lawsuits and claims. * In November 2021, Cypress settled a dispute with another party. Cypress and the other party agreed to fully and finally resolve their differences without any admission of liability. Cypress received a payment in the fourth quarter of 2021 and retained its claims against former employees that misappropriated confidential information and violated various obligations. * Occupational Safety and Health Administration ("OSHA") released federal regulations implementing a workplace COVID-19 vaccination mandate, effective January 4, 2022. Employers with 100 or more employees would be required to establish, implement, and enforce a policy that either ensures their workers are fully vaccinated or requires all unvaccinated workers to wear a mask and submit to weekly COVID-19 testing. Cypress is still evaluating the potential impact of these new regulations on its field personnel and inspectors. Additionally, Cypress may be impacted by various state employment laws.

Water & Environmental Services ("Environmental Services")

* Higher oil prices have led to an increase in the rig count in the Williston basin in North Dakota from 18 rigs last quarter to 23 rigs in the third quarter. * Increased drilling activity generally leads to more water volumes and higher prices for recovered skim oil. * During the quarter a customer had a leak on its produced water pipeline, which led to a reduction in volumes while the pipeline was being repaired. * Cypress is in discussions with several customers about new pipelines into its water treatment facilities. * Private equity investors have recently acquired acreage and production in North Dakota from various public companies with plans to drill and complete additional wells.

Discontinued Operations

* In September 2021, Cypress discontinued the operations Cypress Brown Integrity, LLC ("CBI"), which previously represented its Pipeline & Process Services segment. CBI provided customers with hydrotesting and other related services. Cypress has recast the financial information for all periods presented in its Unaudited Condensed Consolidated Financial Statements to report the assets, liabilities, revenues, and expenses of CBI within discontinued operations. * During the nine months ended September 30, 2021, CBI had a negative gross margin and adversely impacted Cypress's financial results. * In the third quarter of 2021, Cypress recorded a loss of $1.9 million on the disposal of intangible assets associated with CBI. * Cypress expects to sell CBI's long-lived assets, which have a net book value of approximately $1.0 million. These assets were held for sale as of September 30, 2021. The proceeds will be utilized to reduce debt. * Cypress recorded employee severance expenses of approximately $0.1 million in the third quarter of 2021.

COMMON UNIT & PREFERRED UNIT DISTRIBUTIONS

In July 2020, Cypress announced that it had suspended common unit distributions. Cypress's credit facility, as amended in 2021, now places significant restrictions on the payment of common unit and preferred unit distributions. As a result, Cypress does not expect to pay distributions in the near term; instead, Cypress expects to continue to use available cash to pay down debt and for working capital needs. The preferred units accrue preferred distributions at an annual rate of 9.5%, and the arrearage must be settled before Cypress can resume distributions on its common units.

THIRD QUARTER 2021 OPERATING RESULTS BY BUSINESS SEGMENT

Inspection Services

The Inspection Services segment's results for the three months ended September 30, 2021 were:

* Revenue - $31.5 million, an increase of 7% compared to the three months ended June 30, 2021, and a decrease of 25% compared to the three months ended September 30, 2020. * Gross Margin - $3.9 million, an increase of 15% compared to the three months ended June 30, 2021, and a decrease of 24% compared to the three months ended September 30, 2020.

Water & Environmental Services ("Environmental Services")

The Environmental Services segment's results for the three months ended September 30, 2021 were:

* Revenue - $0.9 million, a decrease of 17% compared to the three months ended June 30, 2021, and a decrease of 34% compared to the three months ended September 30, 2020. * Gross Margin - $0.4 million, a decrease of 39% compared to the three months ended June 30, 2021, and a decrease of 52% compared to the three months ended September 30, 2020.

CAPITALIZATION, LIQUIDITY, AND FINANCING

Cypress had net debt of $50.0 million comprised of outstanding borrowings of $55.3 million on its credit facility and cash and cash equivalents of $5.3 million, inclusive of $1.3 million in cash and cash equivalents classified as assets of discontinued operations on its Unaudited Condensed Consolidated Balance Sheets, at September 30, 2021. The credit facility was amended in August 2021 to eliminate the financial ratio covenants. As part of that amendment, the total capacity of the facility was reduced from $75 million to $70 million. The third quarter results also reflect $0.1 million in costs associated with a financial advisor that the lenders required as part of the amendment.

CAPITAL EXPENDITURES

During the quarter, Cypress had $0.1 million in capital expenditures, inclusive of discontinued operations, which is reflective of its attractive business model that requires minimal capital expenditures.

QUARTERLY REPORT

Cypress filed its quarterly report on Form 10-Q for the three months ended September 30, 2021 with the Securities and Exchange Commission today. Cypress will also post a copy of the Form 10-Q on its website at www.cypressenvironmental.biz.

NON-GAAP FINANCIAL INFORMATION

This press release and the accompanying financial schedules include the following non-GAAP financial measures: adjusted EBITDA, adjusted EBITDA attributable to limited partners, and distributable cash flow. The accompanying schedules provide reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures. Cypress's non-GAAP financial measures should not be considered in isolation or as an alternative to its financial measures presented in accordance with GAAP, including revenues, net income or loss attributable to limited partners, net cash provided by or used in operating activities, or any other measure of liquidity or financial performance presented in accordance with GAAP as a measure of operating performance, liquidity, or ability to service debt obligations and make cash distributions to unitholders. The non-GAAP financial measures presented by Cypress may not be comparable to similarly-titled measures of other entities because other entities may not calculate their measures in the same manner.

Cypress defines adjusted EBITDA as net income or loss exclusive of (i) interest expense, (ii) depreciation, amortization, and accretion expense, (iii) income tax expense or benefit, (iv) equity-based compensation expense, (v) and certain other unusual or nonrecurring items. Cypress defines adjusted EBITDA attributable to limited partners as adjusted EBITDA exclusive of amounts attributable to the general partner and to noncontrolling interests. Cypress defines distributable cash flow as adjusted EBITDA attributable to limited partners less cash interest paid, cash income taxes paid, maintenance capital expenditures attributable to limited partners, and preferred unit distributions paid or accrued. Management believes these measures provide investors meaningful insight into results from ongoing operations.

These non-GAAP financial measures are used as supplemental liquidity and performance measures by Cypress's management and by external users of its financial statements, such as investors, banks, and others to assess:

* financial performance of Cypress's assets without regard to financing methods, capital structure or historical cost basis of assets; * Cypress's operating performance and return on capital as compared to those of other companies, without regard to financing methods or capital structure; and * the ability of Cypress's businesses to generate sufficient cash to pay interest costs, support its indebtedness, and make cash distributions to its unitholders.

ABOUT CYPRESS ENVIRONMENTAL PARTNERS, L.P.

Cypress Environmental Partners, L.P. is a master limited partnership that provides essential environmental services to the energy and public utility industries, including pipeline & infrastructure inspection, nondestructive examination testing, and in-line inspection support services throughout the United States. Cypress also provides environmental services to upstream and midstream energy companies and their vendors in North Dakota, including water treatment, hydrocarbon recovery, and disposal into EPA Class II injection wells to protect the groundwater. Cypress works closely with its customers to help them protect people, property, and the environment, and to assist their compliance with increasingly complex and strict rules and regulations. Cypress is headquartered in Tulsa, Oklahoma.

CAUTIONARY STATEMENTS

This press release may contain or incorporate by reference forward-looking statements as defined under the federal securities laws regarding Cypress Environmental Partners, L.P., including projections, estimates, forecasts, plans and objectives. Although management believes that expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. In addition, these statements are subject to certain risks, uncertainties and other assumptions that are difficult to predict and may be beyond Cypress's control. If any of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, Cypress's actual results may vary materially from what management forecasted, anticipated, estimated, projected or expected.

The key risk factors that may have a direct bearing on Cypress's results of operations and financial condition are described in detail in the "Risk Factors" section of Cypress's most recently filed annual report and subsequently filed quarterly reports with the Securities and Exchange Commission. Investors are encouraged to closely consider the disclosures and risk factors contained in Cypress's annual and quarterly reports filed from time to time with the Securities and Exchange Commission. The forward-looking statements contained herein speak as of the date of this announcement. Cypress undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Information contained in this press release is unaudited and subject to change.

CYPRESS ENVIRONMENTAL PARTNERS, L.P.

Unaudited Condensed Consolidated Balance Sheets

As of September 30, 2021 and December 31, 2020

(in thousands)

September December 30, 31,

2021 2020

ASSETS

Current assets:

Cash and cash equivalents $ 4,023 $ 12,138

Trade accounts receivable, net 16,504 16,024

Accounts receivable - affiliates 265 -

Assets of discontinued operations 2,878 8,182

Prepaid expenses and other 1,820 2,002

Total current assets 25,490 38,346

Property and equipment:

Property and equipment, at cost 23,426 23,449

Less: Accumulated depreciation 15,850 14,059

Total property and equipment, net 7,576 9,390

Intangible assets, net 13,530 15,143

Goodwill 50,391 50,389

Finance lease right-of-use assets, net 72 112

Operating lease right-of-use assets 1,666 1,987

Debt issuance costs, net 665 242

Assets of discontinued operations - 3,807

Other assets 540 570

Total assets $ 99,930 $ 119,986

LIABILITIES AND OWNERS' EQUITY

Current liabilities:

Accounts payable $ 621 $ 855

Accounts payable - affiliates - 58

Accrued payroll and other 4,618 4,768

Income taxes payable 42 268

Finance lease obligations 51 51

Operating lease obligations 422 439

Current portion of long-term debt 55,329 -

Liabilities of discontinued operations 446 1,582

Total current liabilities 61,529 8,021

Long-term debt - 62,029

Finance lease obligations 15 55

Operating lease obligations 1,192 1,549

Liabilities of discontinued operations - 245

Other noncurrent liabilities 362 182

Total liabilities 63,098 72,081

Owners' equity:

Partners' capital:

Common units (12,339 and 12,213 units outstanding at

September 30, 2021 and December 31, 2020, 17,180 27,507 respectively)

Preferred units (5,769 units outstanding at September 47,390 44,291 30, 2021 and December 31, 2020)

General partner (25,876 ) (25,876 )

Accumulated other comprehensive loss (2,658 ) (2,655 )

Total partners' capital 36,036 43,267

Noncontrolling interests 796 4,638

Total owners' equity 36,832 47,905

Total liabilities and owners' equity $ 99,930 $ 119,986

CYPRESS ENVIRONMENTAL PARTNERS, L.P.

Unaudited Condensed Consolidated Statements of Operations

For the Three and Nine Months Ended September 30, 2021 and 2020

(in thousands, except per unit data)

Three Months Ended

September 30,

Nine Months Ended

September 30,

2021

2020

2021

2020

Revenue

$

32,431

$

43,375

$

89,545

$

153,471

Costs of services

28,127

37,339

77,760

134,772

Gross margin

4,304

6,036

11,785

18,699

Operating costs and expense:

General and administrative

3,888

3,751

12,052

13,688

Depreciation, amortization and accretion

1,094

1,113

3,297

3,248

Loss (gain) on asset disposals, net

9

(2

)

9

5

Operating (loss) income

(687

)

1,174

(3,573

)

1,758

Other (expense) income:

Interest expense

(995

)

(942

)

(2,652

)

(3,182

)

Foreign currency (losses) gains

(140

)

106

5

(167

)

Other, net

89

142

312

401

Net (loss) income before income tax expense

(1,733

)

480

(5,908

)

(1,190

)

Income tax expense

107

266

30

511

Net (loss) income from continuing operations

(1,840

)

214

(5,938

)

(1,701

)

Net (loss) income from discontinued operations, net of tax

(2,390

)

591

(3,466

)

2,010

Net (loss) income

$

(4,230

)

$

805

$

(9,404

)

$

309

Net (loss) income from continuing operations

$

(1,840

)

$

214

$

(5,938

)

$

(1,701

)

Net income attributable to noncontrolling interests - continuing operations

15

3

21

14

Net (loss) income attributable to limited partners - continuing operations

(1,855

)

211

(5,959

)

(1,715

)

Net (loss) income attributable to limited partners - discontinued operations

(1,160

)

351

(1,575

)

1,172

Net (loss) income attributable to limited partners

$

(3,015

)

$

562

$

(7,534

)

$

(543

)

Net (loss) income attributable to limited partners - continuing operations

$

(1,855

)

$

211

$

(5,959

)

$

(1,715

)

Net income attributable to preferred unitholder

1,033

1,033

3,099

3,099

Net loss attributable to common unitholders - continuing operations

(2,888

)

(822

)

(9,058

)

(4,814

)

Net (loss) income attributable to common unitholders - discontinued operations

(1,160

)

351

(1,575

)

1,172

Net loss attributable to common unitholders

$

(4,048

)

$

(471

)

$

(10,633

)

$

(3,642

)

Net (loss) income per common limited partner unit:

Basic and diluted - continuing operations

$

(0.23

)

$

(0.07

)

$

(0.74

)

$

(0.40

)

Basic and diluted - discontinued operations

(0.10

)

0.03

(0.12

)

0.10

Basic and diluted

$

(0.33

)

$

(0.04

)

$

(0.86

)

$

(0.30

)

Weighted average common units outstanding:

Basic and diluted

12,339

12,209

12,307

12,171

CYPRESS ENVIRONMENTAL PARTNERS, L.P.

Unaudited Condensed Consolidated Statements of Operations

For the Three and Nine Months Ended September 30, 2021 and 2020

(in thousands, except per unit data)



Three Months Ended Nine Months Ended September 30, September 30,

2021 2020 2021 2020

Revenue $ 32,431 $ 43,375 $ 89,545 $ 153,471

Costs of services 28,127 37,339 77,760 134,772

Gross margin 4,304 6,036 11,785 18,699

Operating costs and expense:

General and administrative 3,888 3,751 12,052 13,688

Depreciation, amortization and 1,094 1,113 3,297 3,248 accretion

Loss (gain) on asset disposals, 9 (2 ) 9 5 net

Operating (loss) income (687 ) 1,174 (3,573 ) 1,758

Other (expense) income:

Interest expense (995 ) (942 ) (2,652 ) (3,182 )

Foreign currency (losses) gains (140 ) 106 5 (167 )

Other, net 89 142 312 401

Net (loss) income before income (1,733 ) 480 (5,908 ) (1,190 )tax expense

Income tax expense 107 266 30 511

Net (loss) income from (1,840 ) 214 (5,938 ) (1,701 )continuing operations

Net (loss) income fromdiscontinued operations, net of (2,390 ) 591 (3,466 ) 2,010 tax

Net (loss) income $ (4,230 ) $ 805 $ (9,404 ) $ 309

Net (loss) income from $ (1,840 ) $ 214 $ (5,938 ) $ (1,701 )continuing operations

Net income attributable tononcontrolling interests - 15 3 21 14 continuing operations

Net (loss) income attributableto limited partners - (1,855 ) 211 (5,959 ) (1,715 )continuing operations

Net (loss) income attributableto limited partners - (1,160 ) 351 (1,575 ) 1,172 discontinued operations

Net (loss) income attributable $ (3,015 ) $ 562 $ (7,534 ) $ (543 )to limited partners

Net (loss) income attributableto limited partners - $ (1,855 ) $ 211 $ (5,959 ) $ (1,715 )continuing operations

Net income attributable to 1,033 1,033 3,099 3,099 preferred unitholder

Net loss attributable to commonunitholders - continuing (2,888 ) (822 ) (9,058 ) (4,814 )operations

Net (loss) income attributableto common unitholders - (1,160 ) 351 (1,575 ) 1,172 discontinued operations

Net loss attributable to common $ (4,048 ) $ (471 ) $ (10,633 ) $ (3,642 )unitholders

Net (loss) income per commonlimited partner unit:

Basic and diluted - continuing $ (0.23 ) $ (0.07 ) $ (0.74 ) $ (0.40 )operations

Basic and diluted - (0.10 ) 0.03 (0.12 ) 0.10 discontinued operations

Basic and diluted $ (0.33 ) $ (0.04 ) $ (0.86 ) $ (0.30 )

Weighted average common unitsoutstanding:

Basic and diluted 12,339 12,209 12,307 12,171

Reconciliation of Net (Loss) Income to Adjusted EBITDA and Distributable Cash Flow

Three Months ended

September 30,

Nine Months ended

September 30,

2021

2020

2021

2020

(in thousands)

Net (loss) income

$

(4,230

)

$

805

$

(9,404

)

$

309

Add:

Interest expense

995

942

2,652

3,182

Depreciation, amortization and accretion

1,148

1,222

3,531

3,592

Income tax expense

107

266

30

511

Equity-based compensation

294

211

823

729

Foreign currency losses

140

-

-

167

Discontinued operations (a)

2,091

275

2,598

914

Less:

Foreign currency gains

-

106

5

-

Adjusted EBITDA

$

545

$

3,615

$

225

$

9,404

Adjusted EBITDA attributable to noncontrolling interests

(197

)

368

(615

)

1,274

Adjusted EBITDA attributable to limited partners

$

742

$

3,247

$

840

$

8,130

Less:

Preferred unit distributions paid or accrued

1,033

1,033

3,099

3,099

Cash interest paid, cash taxes paid, and maintenance capital expenditures

941

2,269

3,535

4,463

Distributable cash flow

$

(1,232

)

$

(55

)

$

(5,794

)

$

568

Reconciliation of Net (Loss) Income to Adjusted EBITDA andDistributable Cash Flow

Three Months ended Nine Months ended September 30, September 30,

2021 2020 2021 2020

(in thousands)

Net (loss) income $ (4,230 ) $ 805 $ (9,404 ) $ 309

Add:

Interest expense 995 942 2,652 3,182

Depreciation, amortization and 1,148 1,222 3,531 3,592accretion

Income tax expense 107 266 30 511

Equity-based compensation 294 211 823 729

Foreign currency losses 140 - - 167

Discontinued operations (a) 2,091 275 2,598 914

Less:

Foreign currency gains - 106 5 -

Adjusted EBITDA $ 545 $ 3,615 $ 225 $ 9,404

Adjusted EBITDA attributable to (197 ) 368 (615 ) 1,274noncontrolling interests

Adjusted EBITDA attributable to $ 742 $ 3,247 $ 840 $ 8,130limited partners

Less:

Preferred unit distributions paid 1,033 1,033 3,099 3,099or accrued

Cash interest paid, cash taxespaid, and maintenance capital 941 2,269 3,535 4,463expenditures

Distributable cash flow $ (1,232 ) $ (55 ) $ (5,794 ) $ 568

(a)

Amounts include non-cash expenses including loss on asset disposals, depreciation, amortization, and accretion expense, interest expense, and income tax expenses that were previously reported within the Pipeline & Process Services segment, prior to that segment being reported as a discontinued operation.

Amounts include non-cash expenses including loss on asset disposals, depreciation, amortization, and accretion expense, interest expense, and(a) income tax expenses that were previously reported within the Pipeline & Process Services segment, prior to that segment being reported as a discontinued operation.

Reconciliation of Net Loss Attributable to Limited Partners to Adjusted

EBITDA Attributable to Limited Partners and Distributable Cash Flow

Three Months ended

September 30,

Nine Months ended

September 30,

2021

2020

2021

2020

(in thousands)

Net (loss) income attributable to limited partners

$

(3,015

)

$

562

$

(7,534

)

$

(543

)

Add:

Interest expense attributable to limited partners

995

942

2,652

3,182

Depreciation, amortization and accretion attributable to limited partners

1,148

1,222

3,531

3,592

Income tax expense attributable to limited partners

107

266

30

511

Equity based compensation attributable to limited partners

294

211

823

729

Foreign currency losses attributable to limited partners

140

-

-

167

Discontinued operations (a)

1,073

150

1,343

492

Less:

Foreign currency gains attributable to limited partners

-

106

5

-

Adjusted EBITDA attributable to limited partners

742

3,247

840

8,130

Less:

Preferred unit distributions paid or accrued

1,033

1,033

3,099

3,099

Cash interest paid, cash taxes paid and maintenance capital expenditures

attributable to limited partners

941

2,269

3,535

4,463

Distributable cash flow

$

(1,232

)

$

(55

)

$

(5,794

)

$

568

Reconciliation of Net Loss Attributable to Limited Partners to Adjusted

EBITDA Attributable to Limited Partners and Distributable Cash Flow

Three Months ended Nine Months ended

September 30, September 30,

2021 2020 2021 2020

(in thousands)

Net (loss) income attributable to $ (3,015 ) $ 562 $ (7,534 ) $ (543 )limited partners

Add:

Interest expense attributable to 995 942 2,652 3,182 limited partners

Depreciation, amortization andaccretion attributable to limited 1,148 1,222 3,531 3,592 partners

Income tax expense attributable to 107 266 30 511 limited partners

Equity based compensation 294 211 823 729 attributable to limited partners

Foreign currency losses 140 - - 167 attributable to limited partners

Discontinued operations (a) 1,073 150 1,343 492

Less:

Foreign currency gains - 106 5 - attributable to limited partners

Adjusted EBITDA attributable to 742 3,247 840 8,130 limited partners

Less:

Preferred unit distributions paid 1,033 1,033 3,099 3,099 or accrued

Cash interest paid, cash taxespaid and maintenance capitalexpenditures

attributable to limited partners 941 2,269 3,535 4,463

Distributable cash flow $ (1,232 ) $ (55 ) $ (5,794 ) $ 568

(a)

Amounts include non-cash expenses attributable to limited partners including loss on asset disposals, depreciation, amortization, and accretion expense, interest expense, and income tax expenses that were previously reported within the Pipeline & Process Services segment, prior to that segment being reported as a discontinued operation.

Amounts include non-cash expenses attributable to limited partners including loss on asset disposals, depreciation, amortization, and(a) accretion expense, interest expense, and income tax expenses that were previously reported within the Pipeline & Process Services segment, prior to that segment being reported as a discontinued operation.

Reconciliation of Net Cash Flows (Used In) Provided by

Operating Activities to Adjusted EBITDA and Distributable

Cash Flow

Nine Months ended

September 30,

2021

2020

(in thousands)

Net cash (used in) provided by operating activities

$

(1,989

)

$

18,216

Changes in trade accounts receivable, net

480

(18,529

)

Changes in prepaid expenses and other

(524

)

640

Changes in accounts payable, accounts payable - affiliates and accounts receivable - affiliates

576

624

Changes in accrued payroll and other

379

6,224

Change in income taxes payable

226

717

Interest expense (excluding non-cash interest)

1,945

2,748

Income tax expense (excluding deferred tax benefit)

30

511

Other

(42

)

(29

)

Discontinued operations (a)

(856

)

(1,718

)

Adjusted EBITDA

$

225

$

9,404

Adjusted EBITDA attributable to noncontrolling interests

(615

)

1,274

Adjusted EBITDA attributable to limited partners

$

840

$

8,130

Less:

Preferred unit distributions paid or accrued

3,099

3,099

Cash interest paid, cash taxes paid, and maintenance capital expenditures

3,535

4,463

Distributable cash flow

$

(5,794

)

$

568

Reconciliation of Net Cash Flows (Used In) Provided by

Operating Activities to Adjusted EBITDA and Distributable

Cash Flow

Nine Months ended

September 30,

2021 2020

(in thousands)

Net cash (used in) provided by operating activities $ (1,989 ) $ 18,216

Changes in trade accounts receivable, net 480 (18,529 )

Changes in prepaid expenses and other (524 ) 640

Changes in accounts payable, accounts payable - 576 624 affiliates and accounts receivable - affiliates

Changes in accrued payroll and other 379 6,224

Change in income taxes payable 226 717

Interest expense (excluding non-cash interest) 1,945 2,748

Income tax expense (excluding deferred tax benefit) 30 511

Other (42 ) (29 )

Discontinued operations (a) (856 ) (1,718 )

Adjusted EBITDA $ 225 $ 9,404

Adjusted EBITDA attributable to noncontrolling (615 ) 1,274 interests

Adjusted EBITDA attributable to limited partners $ 840 $ 8,130

Less:

Preferred unit distributions paid or accrued 3,099 3,099

Cash interest paid, cash taxes paid, and maintenance 3,535 4,463 capital expenditures

Distributable cash flow $ (5,794 ) $ 568

(a)

Amounts include changes in working capital, interest expense, income tax expense, and other amounts that were previously reported within the Pipeline & Process Services segment, prior to that segment being reported as a discontinued operation.

Amounts include changes in working capital, interest expense, income tax(a) expense, and other amounts that were previously reported within the Pipeline & Process Services segment, prior to that segment being reported as a discontinued operation.

Operating Data

Three Months

Nine Months

Ended September 30,

Ended September 30,

2021

2020

2021

2020

Inspection Services Segment:

Average number of inspectors

474

659

465

792

Average revenue per inspector per week

$

5,055

$

4,842

$

4,758

$

4,809

Inspection Services gross margins

12.3

%

12.2

%

11.4

%

10.7

%

Environmental Services Segment:

Total barrels of saltwater processed (000's)

1,092

1,978

3,911

6,069

Average revenue per barrel

$

0.86

$

0.73

$

0.83

$

0.72

Environmental Services gross margins

47.1

%

64.6

%

59.6

%

63.8

%

Capital expenditures (inclusive of discontinued operations) (000's)

$

75

$

233

$

317

$

1,727

Common unit distributions (000's)

$

-

$

-

$

-

$

2,564

Preferred unit distributions paid (000's)

$

-

$

1,033

$

-

$

3,099

Preferred unit distributions accrued (000's)

$

1,033

$

-

$

3,099

$

-

View source version on businesswire.com: https://www.businesswire.com/news/home/20211115006310/en/

CONTACT: Investors or Analysts: Cypress Environmental Partners, L.P. - Jeff Herbers - Vice President & Chief Financial Officer jeff.herbers@cypressenvironmental.biz or 918-947-5730