Cypress Environmental Partners (CELPQ) 10-Q 11 May 18 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 07, 2018
Document And Entity Information [Abstract]
Entity Registrant Name	Cypress Energy Partners, L.P.
Entity Central Index Key	1,587,246
Document Type	10-Q
Trading Symbol	CELP
Document Period End Date	Mar. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		11,933,237
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,018

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 26,140	$ 24,508
Trade accounts receivable, net	40,075	41,693
Prepaid expenses and other	1,544	2,294
Assets held for sale		2,172
Total current assets	67,759	70,667
Property and equipment:
Property and equipment, at cost	25,132	22,700
Less: Accumulated depreciation	10,015	9,312
Total property and equipment, net	15,117	13,388
Intangible assets, net	24,797	25,477
Goodwill	53,395	53,435
Other assets	293	236
Total assets	161,361	163,203
Current liabilities:
Accounts payable	5,342	3,757
Accounts payable - affiliates	3,725	3,173
Accrued payroll and other	10,291	9,109
Liabilities held for sale		97
Income taxes payable	727	646
Current portion of long-term debt	132,447	136,293
Total current liabilities	152,532	153,075
Asset retirement obligations	143	143
Total liabilities	152,675	153,218
Commitments and contingencies - Note 9
Partners' capital:
General partner	(25,876)	(25,876)
Accumulated other comprehensive loss	(2,575)	(2,677)
Total partners' capital	4,533	6,061
Noncontrolling interests	4,153	3,924
Total owners' equity	8,686	9,985
Total liabilities and owners' equity	161,361	163,203
Common Units [Member]
Partners' capital:
Common units (11,933,237 and 11,889,958 units outstanding at March 31, 2018 and December 31, 2017, respectively)	32,984	34,614
Total owners' equity	$ 32,984	$ 34,614

Unaudited Condensed Consolidat3

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - shares	Mar. 31, 2018	Dec. 31, 2017
Common Units [Member]
Partner's capital, units outstanding (in shares)	11,933,237	11,889,958

Unaudited Condensed Consolidat4

Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Revenue	$ 64,826	$ 64,722
Costs of services	56,697	58,393
Gross margin	8,129	6,329
Operating costs and expense:
General and administrative	5,455	5,110
Depreciation, amortization and accretion	1,134	1,171
Impairments		3,598
Gain on asset disposals, net	(1,709)
Operating income (loss)	3,249	(3,550)
Other (expense) income:
Interest expense, net	(1,956)	(1,709)
Foreign currency losses	(334)
Other, net	82	45
Net income (loss) before income tax expense	1,041	(5,214)
Income tax expense (benefit)	81	(293)
Net income (loss)	960	(4,921)
Net income (loss) attributable to noncontrolling interests	235	(1,165)
Net income (loss) attributable to partners	725	(3,756)
Net loss attributable to general partner		(921)
Net income (loss) attributable to limited partners	$ 725	$ (2,835)
Net income (loss) per common limited partner unit (basic and diluted)	$ 0.06	$ (0.32)
Weighted average common units outstanding:
Basic (in shares)	11,898,672	8,911,196
Diluted (in shares)	11,984,442	8,911,196
Weighted average subordinated units outstanding - basic and diluted (in shares)		2,956,500

Unaudited Condensed Consolidat5

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 960	$ (4,921)
Other comprehensive income - foreign currency translation	102	61
Comprehensive income (loss)	1,062	(4,860)
Comprehensive income (loss) attributable to noncontrolling interests	235	(1,165)
Comprehensive loss attributable to general partner		(921)
Comprehensive income (loss) attributable to limited partners	$ 827	$ (2,774)

Unaudited Condensed Consolidat6

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Operating activities:
Net income (loss)	$ 960	$ (4,921)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and accretion	1,418	1,433
Impairments		3,598
(Gain) loss on asset disposals, net	(1,709)	11
Interest expense from debt issuance cost amortization	153	146
Equity-based compensation expense	212	357
Equity in earnings of investee	(36)	(34)
Distributions from investee	63
Deferred tax benefit, net		(356)
Non-cash allocated expenses		921
Foreign currency losses	334
Changes in assets and liabilities:
Trade accounts receivable	1,565	(855)
Prepaid expenses and other	662	(145)
Accounts payable and accrued payroll and other	2,979	3,207
Income taxes payable	82	(11)
Net cash provided by operating activities	6,683	3,351
Investing activities:
Proceeds from fixed asset disposals	3,957	2
Purchase of property and equipment	(2,058)	(298)
Net cash provided by (used in) investing activities	1,899	(296)
Financing activities:
Repayment of long-term debt	(4,000)
Taxes paid related to net share settlement of equity-based compensation	(69)	(77)
Distributions to limited partners	(2,498)	(4,823)
Distributions to noncontrolling members	(6)	(8)
Net cash used in financing activities	(6,573)	(4,908)
Effect of exchange rates on cash	(377)	(61)
Net increase (decrease) in cash and cash equivalents	1,632	(1,914)
Cash and cash equivalents, beginning of period	24,508	26,693
Cash and cash equivalents, end of period	26,140	$ 24,779
Non-cash items:
Accounts payable excluded from capital expenditures	$ 1,106

Unaudited Condensed Consolidat7

Unaudited Condensed Consolidated Statement of Owners' Equity - 3 months ended Mar. 31, 2018 - USD ($) $ in Thousands	General Partner [Member]	Common Units [Member]	Accumulated Other Comprehensive Loss [Member]	Noncontrolling Interest [Member]	Total
Owners' equity at at Dec. 31, 2017	$ (25,876)	$ 34,614	$ (2,677)	$ 3,924	$ 9,985
Net income		725		235	960
Foreign currency translation adjustment			102		102
Distribution to partners		(2,498)			(2,498)
Distributions to non-controlling interest				(6)	(6)
Equity-based compensation		212			212
Taxes paid related to net share settlement of equity-based compensation		(69)			(69)
Owners' equity at at Mar. 31, 2018	$ (25,876)	$ 32,984	$ (2,575)	$ 4,153	$ 8,686

Organization and Operations

Organization and Operations	3 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Operations	1. Organization and Operations Cypress Energy Partners, L.P. (the “Partnership”) is a Delaware limited partnership formed in 2013 to provide independent pipeline inspection and integrity services to producers, public utility companies, and pipeline companies and to provide salt water disposal and other water and environmental services to U.S. onshore oil and natural gas producers and trucking companies. Trading of our common units began January 15, 2014 on the New York Stock Exchange under the symbol “CELP.” Our business is organized into the Pipeline Inspection (“Pipeline Inspection”), Integrity Services (“Integrity Services”), and Water Services (“Water Services”) segments. Pipeline Inspection provides pipeline inspection and other services to energy exploration and production (“E&P”) companies, public utility companies, and midstream companies and their vendors throughout the United States and Canada. The inspectors of Pipeline Inspection perform a variety of inspection services on midstream pipelines, gathering systems and distribution systems, including data gathering and supervision of third-party construction, inspection, and maintenance and repair projects. Integrity Services provides independent integrity services to major natural gas and petroleum pipeline companies and to pipeline construction companies located throughout the United States. Field personnel in this segment primarily perform hydrostatic testing on newly-constructed and existing natural gas and petroleum pipelines. Water Services is comprised of eight commercial saltwater disposal facilities in the Bakken Shale region of the Williston Basin in North Dakota and one saltwater disposal facility in the Permian Basin in Texas. These facilities provide services to oil and natural gas producers and trucking companies. All of the facilities utilize specialized equipment and remote monitoring to minimize the facilities' downtime and increase the facilities' efficiency for peak utilization. These facilities also have equipment that uses oil skimming processes that remove oil from water delivered to the sites. We sell the oil produced from the skimming processes, which contributes to our revenues. In addition to these saltwater disposal facilities, we provide management and staffing services to a saltwater disposal facility in which we own a 25% equity which we own a 25% equity interest (see Note 7).

Basis of Presentation and Signi

Basis of Presentation and Significant Accounting Policies	3 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Basis of Presentation and Significant Accounting Policies	2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The Unaudited Condensed Consolidated Financial Statements as of and for the three months ended March 31, 2018 and 2017 include our accounts and those of our controlled subsidiaries. All significant intercompany transactions and account balances have been eliminated in consolidation. The Unaudited Condensed Consolidated Balance Sheet at December 31, 2017 is derived from our audited financial statements. The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim consolidated financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. Investments over which we exercise significant influence, but do not control, are accounted for using the equity method of accounting. The Unaudited Condensed Consolidated Financial Statements include all adjustments considered necessary for a fair presentation of the consolidated financial position and consolidated results of operations for the interim periods presented. Such adjustments consist only of normal recurring items, unless otherwise disclosed herein. Accordingly, the Unaudited Condensed Consolidated Financial Statements do not include all of the information and notes required by GAAP for complete consolidated financial statements. However, we believe that the disclosures made are adequate to make the information not misleading. These interim Unaudited Condensed Consolidated Financial Statements should be read in conjunction with our audited financial statements as of and for the year ended December 31, 2017 included in our Form 10-K. The results of operations for interim periods are not necessarily indicative of the results to be expected for a full year. In April of 2018, we obtained an additional $10.0 million in commitments under our proposed new credit facility and anticipate closing the new credit facility prior to the expiration of the bank commitments. Please see Footnote 4 for additional Refinancing Use of Estimates in the Preparation of Financial Statements The preparation of the Unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates. Significant Accounting Policies Our significant accounting policies are consistent with those disclosed in Note 2 to our audited financial statements as of and for the year ended December 31, 2017 included in our Form 10-K, except for the adoption of Accounting Standards Update ("ASU") 2014-09 - Revenue from Contracts with Customers Revenue Recognition Pipeline Inspection Integrity Services Water Services Income Taxes As a limited partnership, we generally are not subject to federal, state, or local income taxes. The tax on our net income is generally borne by the individual partners. Net income for financial statement purposes may differ significantly from taxable income of the partners as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income (loss) allocation requirements under our partnership agreement. The aggregated difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined because information regarding each partner’s tax attributes is not available to us. The income of Tulsa Inspection Resources – Canada, ULC, our Canadian subsidiary, is taxable in Canada. Tulsa Inspection Resources – PUC, LLC, a subsidiary of our Pipeline Inspection segment that performs pipeline inspection services for utility customers, and Brown Integrity – PUC, LLC, a subsidiary where we own a 51% interest, have elected to be taxed as corporations for U.S. federal income tax purposes, and therefore, these subsidiaries are subject to U.S. federal and state income taxes. The amounts recognized as income tax expense, income taxes payable, and deferred taxes in our Unaudited Condensed Consolidated Financial Statements include the Canadian income taxes and U.S. federal income taxes referred to above, as well as partnership-level taxes levied by various states, which include most notably, franchise taxes assessed by the state of Texas. As a publicly-traded partnership, we are subject to a statutory requirement that 90% of our total gross income classify as “qualifying income” (as defined by the Internal Revenue Code, related Treasury Regulations, and Internal Revenue Service pronouncements), determined on a calendar year basis. If our qualifying income does not meet this statutory requirement, we could be taxed as a corporation for federal and state income tax purposes. Our income has met the statutory qualifying income requirement each year since our IPO. Noncontrolling Interest We own a 51% interest in Brown Integrity, LLC (“Brown”) and a 49% interest in CF Inspection Management, LLC (“CF Inspection”). The accounts of these subsidiaries have been consolidated in our Unaudited Condensed Consolidated Financial Statements. The portion of the net income (loss) of these entities that is attributable to outside owners is reported in N et income (loss) attributable to noncontrolling interests oncontrolling interests Property and Equipment Property and equipment consists of land, land and leasehold improvements, buildings, facilities, wells and related equipment, field equipment, computer and office equipment, and vehicles. We record property and equipment at cost. Costs of renewals and improvements that substantially extend the useful lives of the assets are capitalized. Maintenance and repairs are expensed as incurred. We depreciate these assets on a straight-line basis over the estimated useful lives of the assets. Upon retirement, disposition, or impairment of an asset, we remove the cost and related accumulated depreciation from the balance sheet and report the resulting gain or loss, if any, in the Unaudited Condensed Consolidated Statement of Operations. We review property and equipment for impairment whenever events or circumstances indicate that the asset group to which they relate may be impaired. To perform an impairment assessment, we first determine whether the cash flows expected to be generated from the asset group exceed the carrying value of the asset group. If such estimated cash flows do not exceed the carrying value of the asset group, we reduce the carrying values of the assets to their fair values and record a corresponding impairment loss, which reduces income on our Unaudited Condensed Consolidated Statements of Operations and reduces the carrying value of total assets on our Unaudited Condensed Consolidated Balance Sheets. Identifiable Intangible Assets Our intangible assets consist primarily of customer relationships, trade names, and our database of inspectors. We recorded these intangible assets as part of our accounting for the acquisitions of businesses, and we amortize these assets on a straight-line basis over their estimated useful lives, which typically range from 5 – 20 years. We review our intangible assets for impairment whenever events or circumstances indicate that the asset group to which they relate may be impaired. To perform an impairment assessment, we first determine whether the cash flows expected to be generated from the asset group exceed the carrying value of the asset group. If such estimated cash flows do not exceed the carrying value of the asset group, we reduce the carrying values of the assets to their fair values and record a corresponding impairment loss, which reduces income on our Unaudited Condensed Consolidated Statements of Operations and reduces the carrying value of total assets on our Unaudited Condensed Consolidated Balance Sheets. Goodwill Goodwill is not amortized, but is subject to an annual review for impairment on November 1 (or at other dates if events or changes in circumstances indicate that the carrying value of goodwill may be impaired) at a reporting unit level. The reporting units used to evaluate and measure goodwill for impairment are determined primarily from the manner in which the business is managed or operated. We have determined that our Pipeline Inspection, Integrity Services, and Water Services segments are the appropriate reporting units for testing goodwill impairment. To perform a goodwill impairment assessment, we first evaluate qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit exceeds its carrying value. If this assessment reveals that it is more likely than not that the carrying value of a reporting unit exceeds its fair value, we then determine the estimated fair market value of the reporting unit. If the carrying amount exceeds the reporting unit’s fair value, we record a goodwill impairment charge for the excess (not exceeding the carrying value of the reporting unit’s goodwill). Accrued Payroll and Other Accrued payroll and other March 31, 2018 December 31, 2017 (in thousands) Accrued payroll $ 8,119 $ 6,893 Customer deposits 1,445 1,510 Other 727 706 $ 10,291 $ 9,109 Foreign Currency Translation Our Unaudited Condensed Consolidated Financial Statements are reported in U.S. dollars. We translate our Canadian dollar-denominated assets and liabilities into U.S. dollars at the exchange rate in effect at the balance sheet date. We translate our Canadian dollar-denominated revenues and expenses into U.S. dollars at the average exchange rate in effect during the period in which the applicable revenues and expenses were recorded. Our Unaudited Condensed Consolidated Balance Sheet at March 31, 2018 includes $2.6 million of accumulated other comprehensive losses associated with accumulated currency translation adjustments, all of which relate to our Canadian operations. If at some point in the future, we were to sell or substantially liquidate our Canadian operations, we would reclassify the balance in A ccumulated other comprehensive loss Partners’ Capital Our Canadian subsidiary has certain intercompany payables to our U.S.-based subsidiaries. These intercompany payables and receivables among our consolidated subsidiaries are eliminated in our Unaudited Condensed Consolidated Balance Sheets. Beginning April 1, 2017, with the loss of our largest Canadian customer, we report currency translation adjustments on these intercompany payables and receivables within F oreign currency losses Other comprehensive loss Other comprehensive loss New Accounting Standards On January 1, 2018, we adopted the following new accounting standard issued by the Financial Accounting Standards Board (“FASB”): The FASB issued ASU 2014-09 – Revenue from Contracts with Customers Other accounting guidance proposed by the FASB that may impact our Unaudited Condensed Consolidated Financial Statements, which we have not yet adopted include: The FASB issued ASU 2016-02 – Leases

Impairments

Impairments	3 Months Ended
	Mar. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Impairments	3. Impairments During the three months ended March 31, 2017, the largest customer of TIR-Canada, the Canadian subsidiary of our Pipeline Inspection segment, completed a bid process and selected different service providers for its inspection projects. During the three months ended March 31, 2017, pipeline inspection services to this customer accounted for approximately $12.9 million of revenue and $0.9 million of gross margin, which represented approximately 90% of the revenues and 90% of the gross margin of our Canadian operations (and approximately 20% of our consolidated revenues and 14% of our consolidated gross margin for the three months ended March 31, 2017). In consideration of the loss of this contract, we recorded impairments to the carrying values of certain intangible assets of $1.3 million during the three months ended March 31, 2017. Of this amount, $1.1 million related to customer relationships and $0.2 million related to trade names. We continue to perform inspection and integrity work for customers in Canada. During the three months ended March 31, 2017, we recorded an impairment to the remaining $1.6 million carrying value of the goodwill of the Integrity Services segment. Revenues of this segment were lower than we had expected for the first quarter of 2017. In addition, for this segment, the level of bidding activity for work is typically high in March and April once customers have finalized their budgets for the upcoming year. While we won bids on a number of projects and our backlog began to improve, the improvement in the backlog was slower than we had originally anticipated and we revised downward our expectations of the near-term operating results of the segment. We estimated the fair value of the Integrity Services segment utilizing the income approach (discounted cash flows valuation method), which is a Level 3 input as defined in ASC 820 - Fair Value Measurement During the three months ended March 31, 2017, we recorded an impairment of $0.7 million to the property, plant and equipment at one of our saltwater disposal facilities. We have experienced low volumes at this facility due to competition in the area and to low levels of exploration and production activity near the facility. The impairment reduced the carrying value of the facility to $0.1 million, all of which is attributable to land.

Credit Agreement

Credit Agreement	3 Months Ended
	Mar. 31, 2018
Debt Disclosure [Abstract]
Credit Agreement	4. Credit Agreement We are party to a credit agreement (as amended, the “Credit Agreement”) that provides up to $200.0 million in borrowing capacity, subject to certain limitations. The Credit Agreement includes a working capital revolving credit facility (“Working Capital Facility”), which provides up to $75.0 million in borrowing capacity to fund working capital needs, and an acquisition revolving credit facility (“Acquisition Facility”), which provides up to $125.0 million in borrowing capacity to fund acquisitions and expansion projects. In addition, the Credit Agreement contains an accordion feature that allows us to increase the availability under the facilities by an additional $125.0 million if lenders agree to increase their commitments in the future. The Credit Agreement matures December 24, 2018. Outstanding borrowings at March 31, 2018 and December 31, 2017 under the Credit Agreement were as follows: March 31, 2018 December 31, 2017 (in thousands) Working Capital Facility $ 48,000 $ 48,000 Acquisition Facility 84,900 88,900 Total borrowings 132,900 136,900 Debt issuance costs 453 607 Long-term debt, including current portion 132,447 136,293 Current portion of long-term debt 132,447 136,293 Long-term debt $ — $ — The carrying value of our debt approximates fair value, as the borrowings under the Credit Agreement are considered to be priced at market for debt instruments having similar terms and conditions (Level 2 of the fair value hierarchy). Available borrowings under the Working Capital Facility are limited by a monthly borrowing base calculation as defined in the Credit Agreement. If, at any time, outstanding borrowings under the Working Capital Facility exceed our calculated borrowing base, a principal payment in the amount of the excess is due upon submission of the borrowing base calculation. Available borrowings under the Acquisition Facility may be limited by certain financial covenant ratios as defined in the Credit Agreement. The obligations under our Credit Agreement are secured by a first priority lien on substantially all of our assets. All borrowings under the Credit Agreement bear interest, at our option, on a leveraged based grid pricing at (i) a base rate plus a margin of 1.25% to 2.75% per annum (“Base Rate Borrowings”) or (ii) an adjusted LIBOR rate plus a margin of 2.25% to 3.75% per annum (“LIBOR Borrowings”). The applicable margin is determined based on our leverage ratio, as defined in the Credit Agreement. Generally, the interest rate on our Credit Agreement borrowings ranged between 4.74% and 5.63% for the three months ended March 31, 2018 and 3.90% and 4.73% for the three months ended March 31, 2017. Interest on Base Rate Borrowings is payable monthly. Interest on LIBOR Borrowings is paid upon maturity of the underlying LIBOR contract, but no less often than quarterly. Commitment fees are charged at a rate of 0.50% on any unused credit and are payable quarterly. Interest paid during the three months ended March 31, 2018 and 2017 was $1.8 million and $1.6 million, respectively, including commitment fees. Our Credit Agreement contains various customary affirmative and negative covenants and restrictive provisions. Our Credit Agreement also requires maintenance of certain financial covenants, including a combined total adjusted leverage ratio (as defined in our Credit Agreement) of not more than 4.0 to 1.0 and an interest coverage ratio (as defined in our Credit Agreement) of not less than 3.0 to 1.0. At March 31, 2018, our combined total adjusted leverage ratio was 3.53 to 1.0 and our interest coverage ratio was 3.01 to 1.0, pursuant to the Credit Agreement. Upon the occurrence and during the continuation of an event of default, subject to the terms and conditions of our Credit Agreement, the lenders may declare any outstanding principal of our Credit Agreement debt, together with accrued and unpaid interest, to be immediately due and payable and may exercise the other remedies set forth or referred to in our Credit Agreement. We were in compliance with all debt covenants as of March 31, 2018. Working capital borrowings, which are fully secured by our net working capital, are subject to a monthly borrowing base and are excluded from our debt compliance ratios. In addition, our Credit Agreement restricts our ability to make distributions on, or redeem or repurchase, our equity interests. However, we may make distributions of available cash so long as, both at the time of the distribution and after giving effect to the distribution, no default exists under our Credit Agreement, the borrowers and the guarantors are in compliance with the financial covenants, the borrowing base (which includes 100% of cash on hand) exceeds the amount of outstanding credit extensions under the Working Capital Facility by at least $5.0 million, and at least $5.0 million in lender commitments are available to be drawn under the Working Capital Facility. Refinancing Our current $200 million credit facility matures in December of 2018 and had approximately $132.9 million outstanding at March 31, 2018. In March of 2018, we successfully negotiated commitments for a new revolving credit facility with our existing bank group with a term that extends three years after closing (closing currently targeted before the bank commitment letters expire in the second quarter of 2018). To reduce leverage, we negotiated the sale of our Pecos, Texas saltwater disposal facility and used the $4.0 million of proceeds to repay principal on our credit facility in January of 2018. In April of 2018, we utilized $5.0 million of cash-on-hand to reduce outstanding borrowings on our credit facility and intend to use the proceeds from the sale of our Orla, Texas saltwater disposal facility (approximately $8.25 million) to reduce our borrowings under our Credit Agreement prior to our closing on the new credit facility anticipated in the second quarter of 2018. The new credit facility will have a maximum capacity of $90.0 million, with a $20.0 million accordion feature (for a total of $110.0 million). Under the new credit facility, we will be able to borrow up to 3.75 times our trailing twelve-month adjusted EBITDA (“TTM EBITDA”) (as adjusted EBITDA is defined in the credit agreement) at the time of closing for senior debt. Additionally, we may incur additional indebtedness other than the new credit facility, provided the pro forma senior secured leverage ratio may not exceed 3.25 times TTM EBITDA and the total borrowings may not exceed 4.75 times TTM EBITDA. As part of the refinancing, Holdings agreed to waive the omnibus fee to support us in the event leverage exceeds 3.75 times trailing twelve-month adjusted EBITDA during the term of the facility. The new credit facility will have customary covenants, including but not limited to a maximum senior leverage ratio of 4.0 times adjusted EBITDA, or 3.25 times senior secured leverage if additional debt not to exceed 1.5 times is incurred, and a minimum interest coverage ratio of 3.0 times adjusted EBITDA. The new facility will no longer have a required borrowing base calculation and borrowings under the new agreement will bear interest, at our option, on a leveraged based grid pricing at (i) a base rate plus a margin of 1.5% to 3.0% per annum or (ii) a LIBOR rate plus a margin of 2.5% to 4.0% per annum. The facility will also include a 50 basis point non-use fee consistent with the current facility, and no amortization will be required during the term. We have received commitment letters from banks for the full amount of the facility, and these commitment letters will remain in effect through May 31, 2018. We expect to borrow approximately $77.1 million on the new credit facility at closing prior to the lapsing of the commitment letters. To successfully obtain commitments to refinance our existing credit facility, our lenders required that we materially de-leverage the Partnership. To ensure the successful refinancing, we received a commitment from an affiliate of Holdings to invest up to $50.0 million of preferred equity (the “PIPE”). The conflicts committee of our board of directors and their advisors negotiated and approved the final terms of the PIPE. The terms of the PIPE include standard and customary provisions for similar type arrangements and the proposed PIPE does not include any warrants, or require payment of any origination fees. The PIPE will have a conversion premium that is 15% greater than our common unit trailing closing price at the time of issuance. The holder of the preferred units will be entitled to receive quarterly distributions that represent an annual return of 9.5% on the investment. Of this 9.5% annual return, we will be required to pay at least 2.5% in cash and will have the option to pay the remaining 7.0% in kind (in the form of issuing additional preferred units) for the first 12 quarters after closing. After the third anniversary of the closing date, the holder of the preferred units will have the option to convert the preferred units into common units on a one-for-one basis. If certain conditions are met after the third anniversary of the closing date, we will have the option to cause the preferred units to convert to common units. After the third anniversary of the closing date, we will also have the option to redeem the preferred units. We expect the proceeds from the PIPE and the use of cash on hand to reduce the outstanding balance on the Credit Agreement from $132.9 million at March 31, 2018 to approximately $77.1 million upon closing of the new credit facility. We believe the new credit facility will support our current business requirements. We expect to be able to maintain compliance with the financial ratios and other covenants specified in the new credit facility. Holdings has continued to support us during the oil and gas economic downturn and provided sponsor support of $6.3 and $4.1 million during the years ended December 31, 2016 and 2017 respectively. The owners of Holdings, who collectively own approximately 64.0% of our common units, will waive the omnibus fee due from us, if needed, as required under the new credit facility in order to help us maintain compliance with the financial ratio covenants through the maturity date of the new credit agreement.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2018
Income Tax Disclosure [Abstract]
Income Taxes	5. Income Taxes The income tax expense reported in our Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2018 and 2017 differs from the statutory tax rates of 21% in 2018 and 35% in 2017 due to the fact that, as a partnership, we are generally not subject to U.S. federal income taxes. Our income tax provision relates primarily to our corporate subsidiary that services public utility customers, which is subject to U.S. federal income taxes, our Canadian subsidiary, which is subject to Canadian income taxes, and to certain state income taxes, including the Texas franchise tax.

Equity Compensation

Equity Compensation	3 Months Ended
	Mar. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Equity Compensation	6. Equity Compensation Our General Partner has adopted a long-term incentive plan (“LTIP”) that authorizes the issuance of up to 1,182,600 common units. Certain of our directors and employees have been awarded Phantom Restricted Units under the terms of the LTIP. The fair value of the awards is determined based on the quoted market value of the publicly-traded common units at each grant date, adjusted for forfeiture discounts attributable to the units awarded. Compensation expense is recorded on a straight-line basis over the vesting period of the grant. We recorded expense of $0.2 million and $0.4 million during the three months ended March 31, 2018 and 2017, respectively, related to the unit awards. The following table summarizes the LTIP Unit activity for the three months ended March 31, 2018 and 2017: Three Months Ended March 31, 2018 2017 Number Weighted Number Weighted Units at January 1 664,509 $ 8.42 573,902 $ 9.86 Units granted 16,668 $ 4.76 245,331 $ 7.16 Units vested (54,306 ) $ 13.14 (26,366 ) $ 15.25 Units forfeited (13,971 ) $ 6.15 (9,328 ) $ 9.50 Units at March 31 612,900 $ 8.00 783,539 $ 8.83 The majority of the common unit awards vest in three tranches, with one-third of the units vesting three years from the grant date, one-third vesting four years from the grant date, and one-third vesting five years from the grant date. However, certain of the awards have different, and typically shorter, vesting periods. Two grants, totaling 77,495 units, vest three years from the grant dates, contingent upon the recipient meeting certain performance targets. Total unearned compensation associated with the LTIP at March 31, 2018 was $2.8 million with an average remaining life of 2.0 years. Certain profits interest units (“Profit Interest Units”) previously issued were converted into 44,451 or our units outside of the LTIP. Vesting for the Profit Interest Units was retroactive to the initial grant date. These Profit Interest Units are not included in the table above. Total unearned compensation associated with these Profit Interest Units is less then $0.1 million at March 31, 2018. During April 2018, as part of our annual review process, we granted 376,816 Phantom Restricted Units to employees and directors.

Related-Party Transactions

Related-Party Transactions	3 Months Ended
	Mar. 31, 2018
Related Party Transactions [Abstract]
Related-Party Transactions	7. Related-Party Transactions Omnibus Agreement We are party to an omnibus agreement with Holdings and other related parties. The omnibus agreement governs the following matters, among other things: ● our payment of a quarterly administrative fee in the amount of $1.0 million to Holdings, for providing certain partnership overhead services, including certain executive management services by certain officers of our General Partner, and payroll services for substantially all employees required to manage and operate our businesses. This fee also includes the incremental general and administrative expenses we incur as a result of being a publicly traded partnership. For the quarter ended March 31, 2017, Holdings provided sponsor support to us by waiving payment of the quarterly administrative fee; ● our right of first offer on Holdings’ and its subsidiaries’ assets used in, and entities primarily engaged in, providing saltwater disposal and other water and environmental services; and ● indemnification of us by Holdings for certain environmental and other liabilities, including events and conditions associated with the operation of assets that occurred prior to the closing of the IPO and our obligation to indemnify Holdings for events and conditions associated with the operation of our assets that occur after the closing of the IPO and for environmental liabilities related to our assets to the extent Holdings is not required to indemnify us. So long as Holdings controls our General Partner, the omnibus agreement will remain in full force and effect, unless we and Holdings agree to terminate it sooner. If Holdings ceases to control our General Partner, either party may terminate the omnibus agreement, provided that the indemnification obligations will remain in full force and effect in accordance with their terms. We and Holdings may agree to further amend the omnibus agreement; however, amendments that the General Partner determines are adverse to our unitholders will also require the approval of the Conflicts Committee of our Board of Directors. As part of our Refinancing (see Note 4 – Credit Agreement Holdings incurred expenses of $0.9 million on our behalf during the three months ended March 31, 2017. These expenses are reported within G eneral and administrative We have also received a commitment from an affiliate of Holdings to invest in the PIPE, as discussed in Note 4. Alati Arnegard, LLC We provide management services to Alati Arnegard, LLC ("Arnegard"), an entity that we hold a 25% equity interest. Management fee revenue earned from Arnegard totaled $0.1 million and $0.2 million for the three months ended March 31, 2018 and 2017, respectively. Accounts receivable from Arnegard were $0.2 million and $0.1 million at March 31, 2018 and December 31, 2017, respectively, and are included in Trade accounts receivable, net CF Inspection Management, LLC We have also entered into a joint venture with CF Inspection, a nationally-qualified minority-owned inspection firm affiliated with one of Holdings' owners. CF Inspection serves energy companies that require a minority-owned vendor. We own 49% of CF Inspection and Cynthia A. Field, the daughter of Charles C. Stephenson, Jr., owns the remaining 51% of CF Inspection. For the three months ended March 31, 2018, CF Inspection represented approximately 2.8% of our consolidated revenue.

Earnings per Unit and Cash Dist

Earnings per Unit and Cash Distributions	3 Months Ended
	Mar. 31, 2018
Earnings Per Unit And Cash Distributions
Earnings per Unit and Cash Distributions	8. Earnings per Unit and Cash Distributions Earnings Per Unit Our net income (loss) is attributable and allocable to three ownership types: (1) our noncontrolling interests in certain subsidiaries, (2) our General Partner and (3) our common unitholders. Income attributable to noncontrolling interests represent 49% of the income (loss) generated by Brown and 51% of the income (loss) generated by CF Inspection. Income attributable to the General Partner includes expenses incurred by Holdings and not charged to us. Income attributable to common units represents our remaining net income (loss), after consideration of amounts attributable to noncontrolling interests and to the General Partner; such amounts were allocated to common units ratably based on the weighted-average number of such units outstanding during the relevant time period. In February 2017, all of the then-outstanding subordinated units converted to common units. Since the subordinated units did not share in the distribution of cash generated subsequent to December 31, 2016, we did not allocate any income or loss subsequent to that date to the subordinated units. Diluted net income (loss) per common unit includes the dilutive impact of unvested unit awards granted as share-based compensation to employees and directors. Such awards had no dilutive effect during the three months ended March 31, 2017, as we incurred a net loss attributable to limited partners during that period. Cash Distributions The following table summarizes the cash distributions declared and paid, or expected to be paid, to our limited partners since our IPO. Payment Date Per Unit Cash Distributions Total Cash Distributions Total Cash Distributions to Affiliates (a) (in thousands) Total 2014 Distributions $ 1.104646 $ 13,064 $ 8,296 Total 2015 Distributions 1.625652 19,232 12,284 Total 2016 Distributions 1.625652 19,258 12,414 February 13, 2017 0.406413 4,823 3,107 May 13, 2017 0.210000 2,495 1,606 August 12, 2017 0.210000 2,495 1,607 November 14, 2017 0.210000 2,497 1,608 Total 2017 Distributions 1.036413 12,310 7,928 February 14, 2018 0.210000 2,498 1,599 May 15, 2018 (b) 0.210000 2,506 1,604 Total 2018 Distributions (through May 15, 2018) 0.420000 5,004 3,203 Total Distributions (through May 15, 2018 since IPO) $ 5.812363 $ 68,868 $ 44,125 (a) Approximately 64.0% of the Partnership’s outstanding units at March 31, 2018 were held by affiliates. (b) First quarter 2018 distribution was declared and will be paid in the second quarter of 2018.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	9. Commitments and Contingencies Security Deposits We have various performance obligations which are secured with short-term security deposits of $0.6 million and $0.5 million at March 31, 2018 and December 31, 2017, respectively, included in Prepaid expenses and other Employment Contract Commitments We have employment agreements with certain executives. These agreements provide for minimum annual compensation for specified terms, after which employment will continue on an “at will” basis. Certain agreements provide for severance payments in the event of specified termination of employment. At March 31, 2018, the aggregate commitment for future compensation and severance was approximately $0.6 million. Compliance Audit Contingencies Certain customer master service agreements (“MSAs”) offer our customers the opportunity to perform periodic compliance audits, which include the examination of the accuracy of our invoices. Should our invoices be determined to be inconsistent with the MSA, the MSAs may provide the customer the right to receive a credit or refund for any overcharges identified. At any given time, we may have multiple audits ongoing. As of March 31, 2018 and December 31, 2017, there have been no reserves established for compliance audit contingencies. Legal Proceedings On October 5, 2017, a former inspector for TIR LLC and Cypress Energy Management - TIR, LLC ("CEM TIR") filed a putative collective action lawsuit alleging that TIR LLC, CEM TIR and Cypress Energy Partners – Texas, LLC failed to pay a class of workers overtime in compliance with the Fair Labor Standards Act (“FLSA”) titled James Fithian, et al v. TIR LLC, et al in the United States District Court for the Western District of Texas, Midland Division. The plaintiff subsequently withdrew his action and filed a similar action in Oklahoma State Court, District of Tulsa County. The plaintiff alleges he was a non-exempt employee of TIR LLC and that he and other potential class members were not paid overtime in compliance with the FLSA. The plaintiff seeks to proceed as a collective action and to receive unpaid overtime and other monetary damages, including attorney’s fees. No estimate of potential loss can be determined at this time and TIR LLC, CEM TIR and Cypress Energy Partners – Texas, LLC deny the claims. On March 28, 2018, the court granted a joint stipulation of dismissal without prejudice in regards to TIR LLC and Cypress Energy Partners – Texas, LLC, as neither of those parties were employers of the plaintiff or the putative class members during the time period that is the subject of the lawsuit. As a result of such dismissal, none of our subsidiaries are parties to the lawsuit.

Sale of Salt Water Disposal Fac

Sale of Salt Water Disposal Facility	3 Months Ended
	Mar. 31, 2018
Business Combinations [Abstract]
Sale of Salt Water Disposal Facility	10. Sale of Saltwater Disposal Facility In January 2018, we sold Cypress Energy Partners – Pecos SWD, LLC (“Pecos”), which owns our saltwater disposal facility in Pecos, Texas, to an unrelated party. We received $4.0 million of cash proceeds and a royalty interest in the future revenues of the facility. We have treated this as a sale of a business and will record the royalties in the periods in which they are received. We recorded a gain on this transaction of $1.8 million, which represents the cash proceeds less the net book value of assets sold. This gain, net of $0.1 million of charges related to the abandonment of a capital expansion project is presented within Gain on asset disposals, net The assets and liabilities of Pecos are presented as held for sale in the December 31, 2017 Unaudited Condensed Consolidated Balance Sheet. Included in the Assets held for sale Assets: Current assets $ 84 Property and equipment - net 104 Goodwill 1,984 $ 2,172 Liabilities: Accounts payable and accrued liabilites $ 79 Asset retirement obligation 18 $ 97 The Pecos facility generated revenues of $0.2 million and operating income of approximately $0.1 million during the three months ended March 31, 2017.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2018
Subsequent Events [Abstract]
Subsequent Events	11. Subsequent Event In May 2018, we sold our subsidiary that owns a saltwater disposal facility in Orla, Texas to an unrelated party for $8.25 million. We plan to use the proceeds to repay $8.25 million of outstanding borrowings under our Credit Agreement.

Reportable Segments

Reportable Segments	3 Months Ended
	Mar. 31, 2018
Segment Reporting [Abstract]
Reportable Segments	12. Reportable Segments Our operations consist of three reportable segments: (i) Pipeline Inspection, (ii) Integrity Services and (iii) Water Services. Pipeline Inspection – Integrity Services Water Services – Other – The following tables show operating income (loss) by reportable segment and a reconciliation of segment operating income (loss) to net income (loss) before income tax expense. Pipeline Inspection Integrity Services Water Services Other Total (in thousands) Three months ended March 31, 2018 Revenue $ 57,967 $ 4,350 $ 2,509 $ — $ 64,826 Costs of services 52,480 3,157 1,060 — 56,697 Gross margin 5,487 1,193 1,449 — 8,129 General and administrative 3,759 545 836 315 5,455 Depreciation, amortization and accretion 573 158 403 — 1,134 Impairments — — — — — (Gain) loss on asset disposal, net — — (1,709 ) — (1,709 ) Operating income (loss) $ 1,155 $ 490 $ 1,919 $ (315 ) 3,249 Interest expense, net (1,956 ) Losses on foreign currency (334 ) Other, net 82 Net income before income tax expense $ 1,041 Three months ended March 31, 2017 Revenue $ 62,148 $ 696 $ 1,878 $ — $ 64,722 Costs of services 56,601 904 888 — 58,393 Gross margin 5,547 (208 ) 990 — 6,329 General and administrative 3,254 446 218 1,192 (a) 5,110 Depreciation, amortization and accretion 599 157 415 — 1,171 Impairments 1,329 1,581 688 — 3,598 Operating income (loss) $ 365 $ (2,392 ) $ (331 ) $ (1,192 ) (3,550 ) Interest expense, net (1,709 ) Other, net 45 Net loss before income tax expense $ (5,214 ) Total Assets March 31, 2018 $ 123,063 $ 11,161 $ 40,272 $ (13,135 ) $ 161,361 December 31, 2017 $ 124,669 $ 10,481 $ 41,693 $ (13,640 ) $ 163,203 (a) Amount includes $0.9 million of allocated general and administrative expenses incurred by Holdings but not charged to us. For the three months ended March 31, 2017, Holdings waived the administrative fee specified in the omnibus agreement.

Condensed Consolidating Financi

Condensed Consolidating Financial Information	3 Months Ended
	Mar. 31, 2018
Condensed Financial Information of Parent Company Only Disclosure [Abstract]
Condensed Consolidating Financial Information	13. Condensed Consolidating Financial Information We may issue debt securities that would be fully and unconditionally guaranteed, jointly and severally by certain guarantor subsidiaries. There are no restrictions on our ability to obtain cash dividends or other distributions of funds from the guarantor subsidiaries. The following financial information reflects consolidating financial information of the Partnership and its wholly-owned guarantor subsidiaries and non-guarantor subsidiaries for the periods indicated. The information is presented in accordance with the requirements of Rule 3-10 under the SEC’s Regulation S-X. The financial information may not necessarily be indicative of financial position, results of operations, or cash flows had the guarantor subsidiaries or non-guarantor subsidiaries operated as independent entities. We have not presented separate financial and narrative information for each of the guarantor subsidiaries or non-guarantor subsidiaries because we believe such financial and narrative information would not provide any additional information that would be material in evaluating the financial sufficiency of the guarantor subsidiaries and non-guarantor subsidiaries to guarantee any debt securities. Condensed Consolidating Balance Sheet As of March 31, 2018 (in thousands) Parent Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 37 $ 17,458 $ 8,645 $ — $ 26,140 Trade accounts receivable, net — 34,983 5,813 (721 ) 40,075 Accounts receivable - affiliates — 18,488 — (18,488 ) — Prepaid expenses and other 476 1,047 21 — 1,544 Total current assets 513 71,976 14,479 (19,209 ) 67,759 Property and equipment: Property and equipment, at cost — 22,042 3,090 — 25,132 Less: Accumulated depreciation — 8,268 1,747 — 10,015 Total property and equipment, net — 13,774 1,343 — 15,117 Intangible assets, net — 21,070 3,727 — 24,797 Goodwill — 51,928 1,467 — 53,395 Investment in subsidiaries 27,253 (2,898 ) — (24,355 ) — Notes receivable - affiliates — 13,740 — (13,740 ) — Other assets 88 186 19 — 293 Total assets $ 27,854 $ 169,776 $ 21,035 $ (57,304 ) $ 161,361 LIABILITIES AND OWNERS’ EQUITY Current liabilities: Accounts payable $ — $ 4,545 $ 1,490 $ (693 ) $ 5,342 Accounts payable - affiliates 15,758 — 6,454 (18,487 ) 3,725 Accrued payroll and other 40 9,863 417 (29 ) 10,291 Income taxes payable — 677 50 — 727 Current portion of long-term debt (453 ) 127,400 5,500 — 132,447 Total current liabilities 15,345 142,485 13,911 (19,209 ) 152,532 Notes payable - affiliates — — 13,740 (13,740 ) — Asset retirement obligations — 143 — — 143 Total liabilities 15,345 142,628 27,651 (32,949 ) 152,675 Owners’ equity: Total partners’ capital 8,356 22,995 (6,616 ) (20,202 ) 4,533 Non-controlling interests 4,153 4,153 — (4,153 ) 4,153 Total owners’ equity 12,509 27,148 (6,616 ) (24,355 ) 8,686 Total liabilities and owners’ equity $ 27,854 $ 169,776 $ 21,035 $ (57,304 ) $ 161,361 Consolidating Balance Sheet As of December 31, 2017 (in thousands) Parent Guarantors Non- Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 224 $ 14,920 $ 9,364 $ — $ 24,508 Trade accounts receivable, net — 38,077 4,259 (643 ) 41,693 Accounts receivable - affiliates — 19,249 — (19,249 ) — Prepaid expenses and other 657 1,602 35 — 2,294 Assets held for sale — 2,172 — — 2,172 Total current assets 881 76,020 13,658 (19,892 ) 70,667 Property and equipment: Property and equipment, at cost — 19,673 3,027 — 22,700 Less: Accumulated depreciation — 7,729 1,583 — 9,312 Total property and equipment, net — 11,944 1,444 — 13,388 Intangible assets, net — 21,614 3,863 — 25,477 Goodwill — 51,930 1,505 — 53,435 Investment in subsidiaries 28,280 (3,155 ) — (25,125 ) — Notes receivable - affiliates — 13,821 — (13,821 ) — Other assets — 209 27 — 236 Total assets $ 29,161 $ 172,383 $ 20,497 $ (58,838 ) $ 163,203 LIABILITIES AND OWNERS’ EQUITY Current liabilities: Accounts payable $ — $ 3,401 $ 1,069 $ (713 ) $ 3,757 Accounts payable - affiliates 15,824 — 6,598 (19,249 ) 3,173 Accrued payroll and other 1 8,761 277 70 9,109 Liabilities held for sale — 97 — — 97 Income taxes payable — 591 55 — 646 Current portion of long-term debt (607 ) 131,400 5,500 — 136,293 Total current liabilities 15,218 144,250 13,499 (19,892 ) 153,075 Notes payable - affiliates — — 13,821 (13,821 ) — Asset retirement obligations — 143 — — 143 Total liabilities 15,218 144,393 27,320 (33,713 ) 153,218 Commitments and contingencies - Note 10 Owners’ equity: Total partners’ capital 10,019 24,066 (6,823 ) (21,201 ) 6,061 Non-controlling interests 3,924 3,924 — (3,924 ) 3,924 Total owners’ equity 13,943 27,990 (6,823 ) (25,125 ) 9,985 Total liabilities and owners’ equity $ 29,161 $ 172,383 $ 20,497 $ (58,838 ) $ 163,203 Condensed Consolidating Statement of Operations For the Three Months Ended March 31, 2018 (in thousands) Parent Guarantors Non- Eliminations Consolidated Revenue $ — $ 59,795 $ 6,850 $ (1,819 ) $ 64,826 Costs of services — 52,909 5,607 (1,819 ) 56,697 Gross margin — 6,886 1,243 — 8,129 Operating costs and expense: General and administrative 315 4,534 606 — 5,455 Depreciation, amortization and accretion — 974 160 — 1,134 Gain on asset disposals, net — (1,709 ) — — (1,709 ) Operating income (loss) (315 ) 3,087 477 — 3,249 Other income (expense): Equity earnings (loss) in subsidiaries 1,598 339 — (1,937 ) — Interest expense, net (235 ) (1,491 ) (230 ) — (1,956 ) Foreign currency losses — (81 ) (253 ) — (334 ) Other, net — 66 16 — 82 Net income (loss) before income tax expense 1,048 1,920 10 (1,937 ) 1,041 Income tax expense (benefit) — 87 (6 ) — 81 Net income (loss) 1,048 1,833 16 (1,937 ) 960 Net income attributable to noncontrolling interests — 235 — — 235 Net income (loss) attributable to limited partners $ 1,048 $ 1,598 $ 16 $ (1,937 ) $ 725 Condensed Consolidating Statement of Operations For the Three Months Ended March 31, 2017 (in thousands) Parent Guarantors Non- Eliminations Consolidated Revenue $ — $ 49,669 $ 16,420 $ (1,367 ) $ 64,722 Costs of services — 44,099 15,661 (1,367 ) 58,393 Gross margin — 5,570 759 — 6,329 Operating costs and expense: General and administrative 1,192 3,014 904 — 5,110 Depreciation, amortization and accretion — 995 176 — 1,171 Impairments — 688 2,910 — 3,598 Operating income (loss) (1,192 ) 873 (3,231 ) — (3,550 ) Other income (expense): Equity earnings (loss) in subsidiaries (1,667 ) (2,498 ) — 4,165 — Interest expense, net (225 ) (1,288 ) (196 ) — (1,709 ) Other, net — 37 8 — 45 Net income (loss) before income tax expense (3,084 ) (2,876 ) (3,419 ) 4,165 (5,214 ) Income tax benefit — (44 ) (249 ) — (293 ) Net income (loss) (3,084 ) (2,832 ) (3,170 ) 4,165 (4,921 ) Net loss attributable to noncontrolling interests — (1,165 ) — — (1,165 ) Net income (loss) attributable to controlling interests (3,084 ) (1,667 ) (3,170 ) 4,165 (3,756 ) Net loss attributable to general partner (921 ) — — — (921 ) Net income (loss) attributable to limited partners $ (2,163 ) $ (1,667 ) $ (3,170 ) $ 4,165 $ (2,835 ) Condensed Consolidating Statement of Comprehensive Income (Loss) For the Three Months Ended March 31, 2018 (in thousands) Parent Guarantors Non- Eliminations Consolidated Net income (loss) $ 1,048 $ 1,833 $ 16 $ (1,937 ) $ 960 Other comprehensive income (loss) - foreign currency translation — 126 (24 ) — 102 Comprehensive income (loss) $ 1,048 $ 1,959 $ (8 ) $ (1,937 ) $ 1,062 Comprehensive income attributable to noncontrolling interests — 235 — — 235 Comprehensive income (loss) attributable to controlling interests $ 1,048 $ 1,724 $ (8 ) $ (1,937 ) $ 827 Condensed Consolidating Statement of Comprehensive Income (Loss) For the Three Months Ended March 31, 2017 (in thousands) Parent Guarantors Non- Eliminations Consolidated Net income (loss) $ (3,084 ) $ (2,832 ) $ (3,170 ) $ 4,165 $ (4,921 ) Other comprehensive income (loss) - foreign currency translation — (57 ) 118 — 61 Comprehensive income (loss) $ (3,084 ) $ (2,889 ) $ (3,052 ) $ 4,165 $ (4,860 ) Comprehensive (loss) attributable to noncontrolling interests — (1,165 ) — — (1,165 ) Comprehensive (loss) attributable to general partner (921 ) — — — (921 ) Comprehensive income (loss) attributable to controlling interests $ (2,163 ) $ (1,724 ) $ (3,052 ) $ 4,165 $ (2,774 ) Condensed Consolidating Statement of Cash Flows For the Three Months Ended March 31, 2018 (in thousands) Parent Guarantors Non- Eliminations Consolidated Operating activities: Net income (loss) $ 1,048 $ 1,833 $ 16 $ (1,937 ) $ 960 Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: Depreciation, amortization and accretion — 1,116 302 — 1,418 Gain on asset disposal — (1,709 ) — — (1,709 ) Interest expense from debt issuance cost amortization 153 — — — 153 Equity-based compensation expense 212 — — — 212 Equity in earnings of investee — (36 ) — — (36 ) Distributions from investee — 63 — — 63 Equity earnings in subsidiaries (1,598 ) (339 ) — 1,937 — Foreign currency losses — 81 253 — 334 Changes in assets and liabilities: Trade accounts receivable — 3,046 (1,559 ) 78 1,565 Receivables from affiliates — 761 — (761 ) — Prepaid expenses and other 93 630 20 (81 ) 662 Accounts payable and accrued payroll and other (26 ) 1,712 529 764 2,979 Income taxes payable — 86 (4 ) — 82 Net cash provided by (used in) operating activities (118 ) 7,244 (443 ) — 6,683 Investing activities: Proceeds from fixed asset disposals — 3,957 — — 3,957 Purchases of property and equipment — (1,989 ) (69 ) — (2,058 ) Net cash provided by (used in) investing activities — 1,968 (69 ) — 1,899 Financing activities: Repayments of long-term debt — (4,000 ) — — (4,000 ) Taxes paid related to net share settlement of equity-based compensation (69 ) — — — (69 ) Distributions from subsidiaries 2,498 (2,490 ) (8 ) — — Distributions to limited partners (2,498 ) — — — (2,498 ) Distributions to noncontrolling members — — (6 ) — (6 ) Net cash used in financing activities (69 ) (6,490 ) (14 ) — (6,573 ) Effects of exchange rates on cash — (184 ) (193 ) — (377 ) Net increase (decrease) in cash and cash equivalents (187 ) 2,538 (719 ) — 1,632 Cash and cash equivalents, beginning of period 224 14,920 9,364 — 24,508 Cash and cash equivalents, end of period $ 37 $ 17,458 $ 8,645 $ — $ 26,140 Non-cash items: Accrued capital expenditures $ — $ 1,106 $ — $ — $ 1,106 Condensed Consolidating Statement of Cash Flows For the Three Months Ended March 31, 2017 (in thousands) Parent Guarantors Non- Eliminations Consolidated Operating activities: Net income (loss) $ (3,084 ) $ (2,832 ) $ (3,170 ) $ 4,165 $ (4,921 ) Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: Depreciation, amortization and accretion — 1,122 311 — 1,433 Impairments — 688 2,910 — 3,598 Loss on asset disposal — 11 — — 11 Interest expense from debt issuance cost amortization 146 — — — 146 Equity-based compensation expense 357 — — — 357 Equity in earnings of investee — (34 ) — — (34 ) Equity earnings in subsidiaries 1,667 2,498 — (4,165 ) — Deferred tax benefit, net — (8 ) (348 ) — (356 ) Non-cash allocated expenses 921 — — — 921 Changes in assets and liabilities: Trade accounts receivable — 1,973 (2,711 ) (117 ) (855 ) Receivables from affiliates — 1,555 — (1,555 ) — Prepaid expenses and other — (120 ) (6 ) (19 ) (145 ) Accounts payable and accrued payroll and other 70 1,291 155 1,691 3,207 Income taxes payable — (44 ) 33 — (11 ) Net cash provided by (used in) operating activities 77 6,100 (2,826 ) — 3,351 Investing activities: Proceeds from fixed asset disposals — 2 — — 2 Purchases of property and equipment — (298 ) — — (298 ) Net cash used in investing activities — (296 ) — — (296 ) Financing activities: Distributions from subsidiaries 4,823 (4,815 ) (8 ) — — Distributions to limited partners (4,823 ) — — — (4,823 ) Distributions to noncontrolling members — — (8 ) — (8 ) Taxes paid related to net share settlement of equity-based compensation (77 ) — — — (77 ) Net cash used in financing activities (77 ) (4,815 ) (16 ) — (4,908 ) Effects of exchange rates on cash — (44 ) (17 ) — (61 ) Net increase (decrease) in cash and cash equivalents — 945 (2,859 ) — (1,914 ) Cash and cash equivalents, beginning of period 695 20,251 5,747 — 26,693 Cash and cash equivalents, end of period $ 695 $ 21,196 $ 2,888 $ — $ 24,779

Basis of Presentation and Sig21

Basis of Presentation and Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The Unaudited Condensed Consolidated Financial Statements as of and for the three months ended March 31, 2018 and 2017 include our accounts and those of our controlled subsidiaries. All significant intercompany transactions and account balances have been eliminated in consolidation. The Unaudited Condensed Consolidated Balance Sheet at December 31, 2017 is derived from our audited financial statements. The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim consolidated financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. Investments over which we exercise significant influence, but do not control, are accounted for using the equity method of accounting. The Unaudited Condensed Consolidated Financial Statements include all adjustments considered necessary for a fair presentation of the consolidated financial position and consolidated results of operations for the interim periods presented. Such adjustments consist only of normal recurring items, unless otherwise disclosed herein. Accordingly, the Unaudited Condensed Consolidated Financial Statements do not include all of the information and notes required by GAAP for complete consolidated financial statements. However, we believe that the disclosures made are adequate to make the information not misleading. These interim Unaudited Condensed Consolidated Financial Statements should be read in conjunction with our audited financial statements as of and for the year ended December 31, 2017 included in our Form 10-K. The results of operations for interim periods are not necessarily indicative of the results to be expected for a full year. In April of 2018, we obtained an additional $10.0 million in commitments under our proposed new credit facility and anticipate closing the new credit facility prior to the expiration of the bank commitments. Please see Footnote 4 for additional Refinancing
Use of Estimates in the Preparation of Financial Statements	Use of Estimates in the Preparation of Financial Statements The preparation of the Unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates.
Revenue Recognition	Revenue Recognition Pipeline Inspection Integrity Services Water Services
Income Taxes	Income Taxes As a limited partnership, we generally are not subject to federal, state, or local income taxes. The tax on our net income is generally borne by the individual partners. Net income for financial statement purposes may differ significantly from taxable income of the partners as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income (loss) allocation requirements under our partnership agreement. The aggregated difference in the basis of our net assets for financial and tax reporting purposes cannot be readily determined because information regarding each partner’s tax attributes is not available to us. The income of Tulsa Inspection Resources – Canada, ULC, our Canadian subsidiary, is taxable in Canada. Tulsa Inspection Resources – PUC, LLC, a subsidiary of our Pipeline Inspection segment that performs pipeline inspection services for utility customers, and Brown Integrity – PUC, LLC, a subsidiary where we own a 51% interest, have elected to be taxed as corporations for U.S. federal income tax purposes, and therefore, these subsidiaries are subject to U.S. federal and state income taxes. The amounts recognized as income tax expense, income taxes payable, and deferred taxes in our Unaudited Condensed Consolidated Financial Statements include the Canadian income taxes and U.S. federal income taxes referred to above, as well as partnership-level taxes levied by various states, which include most notably, franchise taxes assessed by the state of Texas. As a publicly-traded partnership, we are subject to a statutory requirement that 90% of our total gross income classify as “qualifying income” (as defined by the Internal Revenue Code, related Treasury Regulations, and Internal Revenue Service pronouncements), determined on a calendar year basis. If our qualifying income does not meet this statutory requirement, we could be taxed as a corporation for federal and state income tax purposes. Our income has met the statutory qualifying income requirement each year since our IPO.
Noncontrolling Interest	Noncontrolling Interest We own a 51% interest in Brown Integrity, LLC (“Brown”) and a 49% interest in CF Inspection Management, LLC (“CF Inspection”). The accounts of these subsidiaries have been consolidated in our Unaudited Condensed Consolidated Financial Statements. The portion of the net income (loss) of these entities that is attributable to outside owners is reported in N et income (loss) attributable to noncontrolling interests oncontrolling interests
Property and Equipment	Property and Equipment Property and equipment consists of land, land and leasehold improvements, buildings, facilities, wells and related equipment, field equipment, computer and office equipment, and vehicles. We record property and equipment at cost. Costs of renewals and improvements that substantially extend the useful lives of the assets are capitalized. Maintenance and repairs are expensed as incurred. We depreciate these assets on a straight-line basis over the estimated useful lives of the assets. Upon retirement, disposition, or impairment of an asset, we remove the cost and related accumulated depreciation from the balance sheet and report the resulting gain or loss, if any, in the Unaudited Condensed Consolidated Statement of Operations. We review property and equipment for impairment whenever events or circumstances indicate that the asset group to which they relate may be impaired. To perform an impairment assessment, we first determine whether the cash flows expected to be generated from the asset group exceed the carrying value of the asset group. If such estimated cash flows do not exceed the carrying value of the asset group, we reduce the carrying values of the assets to their fair values and record a corresponding impairment loss, which reduces income on our Unaudited Condensed Consolidated Statements of Operations and reduces the carrying value of total assets on our Unaudited Condensed Consolidated Balance Sheets.
Identifiable Intangible Assets	Identifiable Intangible Assets Our intangible assets consist primarily of customer relationships, trade names, and our database of inspectors. We recorded these intangible assets as part of our accounting for the acquisitions of businesses, and we amortize these assets on a straight-line basis over their estimated useful lives, which typically range from 5 – 20 years. We review our intangible assets for impairment whenever events or circumstances indicate that the asset group to which they relate may be impaired. To perform an impairment assessment, we first determine whether the cash flows expected to be generated from the asset group exceed the carrying value of the asset group. If such estimated cash flows do not exceed the carrying value of the asset group, we reduce the carrying values of the assets to their fair values and record a corresponding impairment loss, which reduces income on our Unaudited Condensed Consolidated Statements of Operations and reduces the carrying value of total assets on our Unaudited Condensed Consolidated Balance Sheets.
Goodwill	Goodwill Goodwill is not amortized, but is subject to an annual review for impairment on November 1 (or at other dates if events or changes in circumstances indicate that the carrying value of goodwill may be impaired) at a reporting unit level. The reporting units used to evaluate and measure goodwill for impairment are determined primarily from the manner in which the business is managed or operated. We have determined that our Pipeline Inspection, Integrity Services, and Water Services segments are the appropriate reporting units for testing goodwill impairment. To perform a goodwill impairment assessment, we first evaluate qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit exceeds its carrying value. If this assessment reveals that it is more likely than not that the carrying value of a reporting unit exceeds its fair value, we then determine the estimated fair market value of the reporting unit. If the carrying amount exceeds the reporting unit’s fair value, we record a goodwill impairment charge for the excess (not exceeding the carrying value of the reporting unit’s goodwill).
Accrued Payroll and Other	Accrued Payroll and Other Accrued payroll and other March 31, 2018 December 31, 2017 (in thousands) Accrued payroll $ 8,119 $ 6,893 Customer deposits 1,445 1,510 Other 727 706 $ 10,291 $ 9,109
Foreign Currency Translation	Foreign Currency Translation Our Unaudited Condensed Consolidated Financial Statements are reported in U.S. dollars. We translate our Canadian dollar-denominated assets and liabilities into U.S. dollars at the exchange rate in effect at the balance sheet date. We translate our Canadian dollar-denominated revenues and expenses into U.S. dollars at the average exchange rate in effect during the period in which the applicable revenues and expenses were recorded. Our Unaudited Condensed Consolidated Balance Sheet at March 31, 2018 includes $2.6 million of accumulated other comprehensive losses associated with accumulated currency translation adjustments, all of which relate to our Canadian operations. If at some point in the future, we were to sell or substantially liquidate our Canadian operations, we would reclassify the balance in A ccumulated other comprehensive loss Partners’ Capital Our Canadian subsidiary has certain intercompany payables to our U.S.-based subsidiaries. These intercompany payables and receivables among our consolidated subsidiaries are eliminated in our Unaudited Condensed Consolidated Balance Sheets. Beginning April 1, 2017, with the loss of our largest Canadian customer, we report currency translation adjustments on these intercompany payables and receivables within F oreign currency losses Other comprehensive loss Other comprehensive loss
New Accounting Standards	New Accounting Standards On January 1, 2018, we adopted the following new accounting standard issued by the Financial Accounting Standards Board (“FASB”); The FASB issued ASU 2014-09 – Revenue from Contracts with Customers Other accounting guidance proposed by the FASB that may impact our Unaudited Condensed Consolidated Financial Statements, which we have not yet adopted include: The FASB issued ASU 2016-02 – Leases

Basis of Presentation and Sig22

Basis of Presentation and Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Schedule of accrued payroll and other	Accrued payroll and other March 31, 2018 December 31, 2017 (in thousands) Accrued payroll $ 8,119 $ 6,893 Customer deposits 1,445 1,510 Other 727 706 $ 10,291 $ 9,109

Credit Agreement (Tables)

Credit Agreement (Tables)	3 Months Ended
	Mar. 31, 2018
Debt Disclosure [Abstract]
Schedule of outstanding borrowings	Outstanding borrowings at March 31, 2018 and December 31, 2017 under the Credit Agreement were as follows: March 31, 2018 December 31, 2017 (in thousands) Working Capital Facility $ 48,000 $ 48,000 Acquisition Facility 84,900 88,900 Total borrowings 132,900 136,900 Debt issuance costs 453 607 Long-term debt, including current portion 132,447 136,293 Current portion of long-term debt 132,447 136,293 Long-term debt $ — $ —

Equity Compensation (Tables)

Equity Compensation (Tables)	3 Months Ended
	Mar. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Schedule of the LTIP Unit activity	The following table summarizes the LTIP Unit activity for the three months ended March 31, 2018 and 2017: Three Months Ended March 31, 2018 2017 Number Weighted Number Weighted Units at January 1 664,509 $ 8.42 573,902 $ 9.86 Units granted 16,668 $ 4.76 245,331 $ 7.16 Units vested and issued (54,306 ) $ 13.14 (26,366 ) $ 15.25 Units forfeited (13,971 ) $ 6.15 (9,328 ) $ 9.50 Units at March 31 612,900 $ 8.00 783,539 $ 8.83

Earnings per Unit and Cash Di25

Earnings per Unit and Cash Distributions (Tables)	3 Months Ended
	Mar. 31, 2018
Earnings Per Unit And Cash Distributions Tables
Schedule of cash distributions declared and paid by the Partnership	The following table summarizes the cash distributions declared and paid, or expected to be paid, to our limited partners since our IPO. Payment Date Per Unit Cash Distributions Total Cash Distributions Total Cash Distributions to Affiliates (a) (in thousands) Total 2014 Distributions $ 1.104646 $ 13,064 $ 8,296 Total 2015 Distributions 1.625652 19,232 12,284 Total 2016 Distributions 1.625652 19,258 12,414 February 13, 2017 0.406413 4,823 3,107 May 13, 2017 0.210000 2,495 1,606 August 12, 2017 0.210000 2,495 1,607 November 14, 2017 0.210000 2,497 1,608 Total 2017 Distributions 1.036413 12,310 7,928 February 14, 2018 0.210000 2,498 1,599 May 15, 2018 (b) 0.210000 2,506 1,604 Total 2018 Distributions (through May 15, 2018) 0.420000 5,004 3,203 Total Distributions (through May 15, 2018 since IPO) $ 5.812363 $ 68,868 $ 44,125 (a) Approximately 64.0% of the Partnership’s outstanding units at March 31, 2018 were held by affiliates. (b) First quarter 2018 distribution was declared and will be paid in the second quarter of 2018.

Sale of Salt Water Disposal F26

Sale of Salt Water Disposal Facility (Tables)	3 Months Ended
	Mar. 31, 2018
Business Combinations [Abstract]
Schedule of components of assets and liabilities held for sale	The following table summarizes the components of assets and liabilities held for sale at December 31, 2017 (in thousands): Assets: Current assets $ 84 Property and equipment - net 104 Goodwill 1,984 $ 2,172 Liabilities: Accounts payable and accrued liabilites $ 79 Asset retirement obligation 18 $ 97

Reportable Segments (Tables)

Reportable Segments (Tables)	3 Months Ended
	Mar. 31, 2018
Segment Reporting [Abstract]
Schedule of segment operating income and reconciliation to net income	The following tables show operating income (loss) by reportable segment and a reconciliation of segment operating income (loss) to net income (loss) before income tax expense. Pipeline Inspection Integrity Services Water Services Other Total (in thousands) Three months ended March 31, 2018 Revenue $ 57,967 $ 4,350 $ 2,509 $ — $ 64,826 Costs of services 52,480 3,157 1,060 — 56,697 Gross margin 5,487 1,193 1,449 — 8,129 General and administrative 3,759 545 836 315 5,455 Depreciation, amortization and accretion 573 158 403 — 1,134 Impairments — — — — — (Gain) loss on asset disposal, net — — (1,709 ) — (1,709 ) Operating income (loss) $ 1,155 $ 490 $ 1,919 $ (315 ) 3,249 Interest expense, net (1,956 ) Losses on foreign currency (334 ) Other, net 82 Net income before income tax expense $ 1,041 Three months ended March 31, 2017 Revenue $ 62,148 $ 696 $ 1,878 $ — $ 64,722 Costs of services 56,601 904 888 — 58,393 Gross margin 5,547 (208 ) 990 — 6,329 General and administrative 3,254 446 218 1,192 (a) 5,110 Depreciation, amortization and accretion 599 157 415 — 1,171 Impairments 1,329 1,581 688 — 3,598 Operating income (loss) $ 365 $ (2,392 ) $ (331 ) $ (1,192 ) (3,550 ) Interest expense, net (1,709 ) Other, net 45 Net loss before income tax expense $ (5,214 ) Total Assets March 31, 2018 $ 123,063 $ 11,161 $ 40,272 $ (13,135 ) $ 161,361 December 31, 2017 $ 124,669 $ 10,481 $ 41,693 $ (13,640 ) $ 163,203 (a) Amount includes $0.9 million of allocated general and administrative expenses incurred by Holdings but not charged to us. For the three months ended March 31, 2017, Holdings waived the administrative fee specified in the omnibus agreement.

Condensed Consolidating Finan28

Condensed Consolidating Financial Information (Tables)	3 Months Ended
	Mar. 31, 2018
Condensed Financial Information of Parent Company Only Disclosure [Abstract]
Schedule of consolidating balance sheet	Condensed Consolidating Balance Sheet As of March 31, 2018 (in thousands) Parent Guarantors Non-Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 37 $ 17,458 $ 8,645 $ — $ 26,140 Trade accounts receivable, net — 34,983 5,813 (721 ) 40,075 Accounts receivable - affiliates — 18,488 — (18,488 ) — Prepaid expenses and other 476 1,047 21 — 1,544 Total current assets 513 71,976 14,479 (19,209 ) 67,759 Property and equipment: Property and equipment, at cost — 22,042 3,090 — 25,132 Less: Accumulated depreciation — 8,268 1,747 — 10,015 Total property and equipment, net — 13,774 1,343 — 15,117 Intangible assets, net — 21,070 3,727 — 24,797 Goodwill — 51,928 1,467 — 53,395 Investment in subsidiaries 27,253 (2,898 ) — (24,355 ) — Notes receivable - affiliates — 13,740 — (13,740 ) — Other assets 88 186 19 — 293 Total assets $ 27,854 $ 169,776 $ 21,035 $ (57,304 ) $ 161,361 LIABILITIES AND OWNERS’ EQUITY Current liabilities: Accounts payable $ — $ 4,545 $ 1,490 $ (693 ) $ 5,342 Accounts payable - affiliates 15,758 — 6,454 (18,487 ) 3,725 Accrued payroll and other 40 9,863 417 (29 ) 10,291 Income taxes payable — 677 50 — 727 Current portion of long-term debt (453 ) 127,400 5,500 — 132,447 Total current liabilities 15,345 142,485 13,911 (19,209 ) 152,532 Notes payable - affiliates — — 13,740 (13,740 ) — Asset retirement obligations — 143 — — 143 Total liabilities 15,345 142,628 27,651 (32,949 ) 152,675 Owners’ equity: Total partners’ capital 8,356 22,995 (6,616 ) (20,202 ) 4,533 Non-controlling interests 4,153 4,153 — (4,153 ) 4,153 Total owners’ equity 12,509 27,148 (6,616 ) (24,355 ) 8,686 Total liabilities and owners’ equity $ 27,854 $ 169,776 $ 21,035 $ (57,304 ) $ 161,361 Consolidating Balance Sheet As of December 31, 2017 (in thousands) Parent Guarantors Non- Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 224 $ 14,920 $ 9,364 $ — $ 24,508 Trade accounts receivable, net — 38,077 4,259 (643 ) 41,693 Accounts receivable - affiliates — 19,249 — (19,249 ) — Prepaid expenses and other 657 1,602 35 — 2,294 Assets held for sale — 2,172 — — 2,172 Total current assets 881 76,020 13,658 (19,892 ) 70,667 Property and equipment: Property and equipment, at cost — 19,673 3,027 — 22,700 Less: Accumulated depreciation — 7,729 1,583 — 9,312 Total property and equipment, net — 11,944 1,444 — 13,388 Intangible assets, net — 21,614 3,863 — 25,477 Goodwill — 51,930 1,505 — 53,435 Investment in subsidiaries 28,280 (3,155 ) — (25,125 ) — Notes receivable - affiliates — 13,821 — (13,821 ) — Other assets — 209 27 — 236 Total assets $ 29,161 $ 172,383 $ 20,497 $ (58,838 ) $ 163,203 LIABILITIES AND OWNERS’ EQUITY Current liabilities: Accounts payable $ — $ 3,401 $ 1,069 $ (713 ) $ 3,757 Accounts payable - affiliates 15,824 — 6,598 (19,249 ) 3,173 Accrued payroll and other 1 8,761 277 70 9,109 Liabilities held for sale — 97 — — 97 Income taxes payable — 591 55 — 646 Current portion of long-term debt (607 ) 131,400 5,500 — 136,293 Total current liabilities 15,218 144,250 13,499 (19,892 ) 153,075 Notes payable - affiliates — — 13,821 (13,821 ) — Asset retirement obligations — 143 — — 143 Total liabilities 15,218 144,393 27,320 (33,713 ) 153,218 Commitments and contingencies - Note 10 Owners’ equity: Total partners’ capital 10,019 24,066 (6,823 ) (21,201 ) 6,061 Non-controlling interests 3,924 3,924 — (3,924 ) 3,924 Total owners’ equity 13,943 27,990 (6,823 ) (25,125 ) 9,985 Total liabilities and owners’ equity $ 29,161 $ 172,383 $ 20,497 $ (58,838 ) $ 163,203
Schedule of consolidating statement of operations	Condensed Consolidating Statement of Operations For the Three Months Ended March 31, 2018 (in thousands) Parent Guarantors Non- Eliminations Consolidated Revenue $ — $ 59,795 $ 6,850 $ (1,819 ) $ 64,826 Costs of services — 52,909 5,607 (1,819 ) 56,697 Gross margin — 6,886 1,243 — 8,129 Operating costs and expense: General and administrative 315 4,534 606 — 5,455 Depreciation, amortization and accretion — 974 160 — 1,134 Gain on asset disposals, net — (1,709 ) — — (1,709 ) Operating income (loss) (315 ) 3,087 477 — 3,249 Other income (expense): Equity earnings (loss) in subsidiaries 1,598 339 — (1,937 ) — Interest expense, net (235 ) (1,491 ) (230 ) — (1,956 ) Foreign currency losses — (81 ) (253 ) — (334 ) Other, net — 66 16 — 82 Net income (loss) before income tax expense 1,048 1,920 10 (1,937 ) 1,041 Income tax expense (benefit) — 87 (6 ) — 81 Net income (loss) 1,048 1,833 16 (1,937 ) 960 Net income attributable to noncontrolling interests — 235 — — 235 Net income (loss) attributable to limited partners $ 1,048 $ 1,598 $ 16 $ (1,937 ) $ 725 Condensed Consolidating Statement of Operations For the Three Months Ended March 31, 2017 (in thousands) Parent Guarantors Non- Eliminations Consolidated Revenue $ — $ 49,669 $ 16,420 $ (1,367 ) $ 64,722 Costs of services — 44,099 15,661 (1,367 ) 58,393 Gross margin — 5,570 759 — 6,329 Operating costs and expense: General and administrative 1,192 3,014 904 — 5,110 Depreciation, amortization and accretion — 995 176 — 1,171 Impairments — 688 2,910 — 3,598 Operating income (loss) (1,192 ) 873 (3,231 ) — (3,550 ) Other income (expense): Equity earnings (loss) in subsidiaries (1,667 ) (2,498 ) — 4,165 — Interest expense, net (225 ) (1,288 ) (196 ) — (1,709 ) Other, net — 37 8 — 45 Net income (loss) before income tax expense (3,084 ) (2,876 ) (3,419 ) 4,165 (5,214 ) Income tax benefit — (44 ) (249 ) — (293 ) Net income (loss) (3,084 ) (2,832 ) (3,170 ) 4,165 (4,921 ) Net loss attributable to noncontrolling interests — (1,165 ) — — (1,165 ) Net income (loss) attributable to controlling interests (3,084 ) (1,667 ) (3,170 ) 4,165 (3,756 ) Net loss attributable to general partner (921 ) — — — (921 ) Net income (loss) attributable to limited partners $ (2,163 ) $ (1,667 ) $ (3,170 ) $ 4,165 $ (2,835 )
Schedule of consolidating statement of comprehensive income (loss)	Condensed Consolidating Statement of Comprehensive Income (Loss) For the Three Months Ended March 31, 2018 (in thousands) Parent Guarantors Non- Eliminations Consolidated Net income (loss) $ 1,048 $ 1,833 $ 16 $ (1,937 ) $ 960 Other comprehensive income (loss) - foreign currency translation — 126 (24 ) — 102 Comprehensive income (loss) $ 1,048 $ 1,959 $ (8 ) $ (1,937 ) $ 1,062 Comprehensive income attributable to noncontrolling interests — 235 — — 235 Comprehensive income (loss) attributable to controlling interests $ 1,048 $ 1,724 $ (8 ) $ (1,937 ) $ 827 Condensed Consolidating Statement of Comprehensive Income (Loss) For the Three Months Ended March 31, 2017 (in thousands) Parent Guarantors Non- Eliminations Consolidated Net income (loss) $ (3,084 ) $ (2,832 ) $ (3,170 ) $ 4,165 $ (4,921 ) Other comprehensive income (loss) - foreign currency translation — (57 ) 118 — 61 Comprehensive income (loss) $ (3,084 ) $ (2,889 ) $ (3,052 ) $ 4,165 $ (4,860 ) Comprehensive (loss) attributable to noncontrolling interests — (1,165 ) — — (1,165 ) Comprehensive (loss) attributable to general partner (921 ) — — — (921 ) Comprehensive income (loss) attributable to controlling interests $ (2,163 ) $ (1,724 ) $ (3,052 ) $ 4,165 $ (2,774 )
Schedule of consolidating statement of cash flows	Condensed Consolidating Statement of Cash Flows For the Three Months Ended March 31, 2018 (in thousands) Parent Guarantors Non- Eliminations Consolidated Operating activities: Net income (loss) $ 1,048 $ 1,833 $ 16 $ (1,937 ) $ 960 Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: Depreciation, amortization and accretion — 1,116 302 — 1,418 Gain on asset disposal — (1,709 ) — — (1,709 ) Interest expense from debt issuance cost amortization 153 — — — 153 Equity-based compensation expense 212 — — — 212 Equity in earnings of investee — (36 ) — — (36 ) Distributions from investee — 63 — — 63 Equity earnings in subsidiaries (1,598 ) (339 ) — 1,937 — Foreign currency losses — 81 253 — 334 Changes in assets and liabilities: Trade accounts receivable — 3,046 (1,559 ) 78 1,565 Receivables from affiliates — 761 — (761 ) — Prepaid expenses and other 93 630 20 (81 ) 662 Accounts payable and accrued payroll and other (26 ) 1,712 529 764 2,979 Income taxes payable — 86 (4 ) — 82 Net cash provided by (used in) operating activities (118 ) 7,244 (443 ) — 6,683 Investing activities: Proceeds from fixed asset disposals — 3,957 — — 3,957 Purchases of property and equipment — (1,989 ) (69 ) — (2,058 ) Net cash provided by (used in) investing activities — 1,968 (69 ) — 1,899 Financing activities: Repayments of long-term debt — (4,000 ) — — (4,000 ) Taxes paid related to net share settlement of equity-based compensation (69 ) — — — (69 ) Distributions from subsidiaries 2,498 (2,490 ) (8 ) — — Distributions to limited partners (2,498 ) — — — (2,498 ) Distributions to noncontrolling members — — (6 ) — (6 ) Net cash used in financing activities (69 ) (6,490 ) (14 ) — (6,573 ) Effects of exchange rates on cash — (184 ) (193 ) — (377 ) Net increase (decrease) in cash and cash equivalents (187 ) 2,538 (719 ) — 1,632 Cash and cash equivalents, beginning of period 224 14,920 9,364 — 24,508 Cash and cash equivalents, end of period $ 37 $ 17,458 $ 8,645 $ — $ 26,140 Non-cash items: Accrued capital expenditures $ — $ 1,106 $ — $ — $ 1,106 Condensed Consolidating Statement of Cash Flows For the Three Months Ended March 31, 2017 (in thousands) Parent Guarantors Non- Eliminations Consolidated Operating activities: Net income (loss) $ (3,084 ) $ (2,832 ) $ (3,170 ) $ 4,165 $ (4,921 ) Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: Depreciation, amortization and accretion — 1,122 311 — 1,433 Impairments — 688 2,910 — 3,598 Loss on asset disposal — 11 — — 11 Interest expense from debt issuance cost amortization 146 — — — 146 Equity-based compensation expense 357 — — — 357 Equity in earnings of investee — (34 ) — — (34 ) Equity earnings in subsidiaries 1,667 2,498 — (4,165 ) — Deferred tax benefit, net — (8 ) (348 ) — (356 ) Non-cash allocated expenses 921 — — — 921 Changes in assets and liabilities: Trade accounts receivable — 1,973 (2,711 ) (117 ) (855 ) Receivables from affiliates — 1,555 — (1,555 ) — Prepaid expenses and other — (120 ) (6 ) (19 ) (145 ) Accounts payable and accrued payroll and other 70 1,291 155 1,691 3,207 Income taxes payable — (44 ) 33 — (11 ) Net cash provided by (used in) operating activities 77 6,100 (2,826 ) — 3,351 Investing activities: Proceeds from fixed asset disposals — 2 — — 2 Purchases of property and equipment — (298 ) — — (298 ) Net cash used in investing activities — (296 ) — — (296 ) Financing activities: Distributions from subsidiaries 4,823 (4,815 ) (8 ) — — Distributions to limited partners (4,823 ) — — — (4,823 ) Distributions to noncontrolling members — — (8 ) — (8 ) Taxes paid related to net share settlement of equity-based compensation (77 ) — — — (77 ) Net cash used in financing activities (77 ) (4,815 ) (16 ) — (4,908 ) Effects of exchange rates on cash — (44 ) (17 ) — (61 ) Net increase (decrease) in cash and cash equivalents — 945 (2,859 ) — (1,914 ) Cash and cash equivalents, beginning of period 695 20,251 5,747 — 26,693 Cash and cash equivalents, end of period $ 695 $ 21,196 $ 2,888 $ — $ 24,779

Organization and Operations (De

Organization and Operations (Details Narrative)	3 Months Ended
	Mar. 31, 2018Number
Equity interest salt water disposal facility	25.00%
North Dakota [Member]
Number of commercial saltwater disposal facilities	8
Texas [Member]
Number of commercial saltwater disposal facilities	1

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Accounting Policies [Abstract]
Accrued payroll	$ 8,119	$ 6,893
Customer deposits	1,445	1,510
Other	727	706
Total	$ 10,291	$ 9,109

Basis of Presentation and Sum31

Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Apr. 30, 2018	Dec. 31, 2017
Threshold for nontaxation	90.00%
Accumulated other comprehensive loss	$ (2,575)		$ (2,677)
Subsequent Event [Member] | New Credit Facility [Member]
Additonal borrowing commitments		$ 10,000
Minimum [Member]
Finite-lived intangible asset, useful life	5 years
Maximum [Member]
Finite-lived intangible asset, useful life	20 years
Pipeline Inspection [Member] | Brown Integrity - PUC, LLC [Member]
Subsidiary ownership interest	51.00%
Brown Integrity, LLC [Member]
Subsidiary ownership interest	51.00%
CF Inspection Management, LLC [Member]
Subsidiary ownership interest	49.00%

Impairments (Details Narrative)

Impairments (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Revenue	$ 64,826	$ 64,722
Gross margin	8,129	$ 6,329
Property, plant and equipment, net	15,117		$ 13,388
Sales Revenue, Net [Member]
Concentration percentage		20.00%
Gross Margin Concentration [Member]
Concentration percentage		14.00%
Canadian Operations [Member] | Sales Revenue, Net [Member]
Concentration percentage		90.00%
Canadian Operations [Member] | Gross Margin Concentration [Member]
Concentration percentage		90.00%
Pipeline Inspection [Member]
Revenue	57,967	$ 62,148
Gross margin	5,487	5,547
Impairment of intangible assets		1,300
Pipeline Inspection [Member] | Customer Relationships [Member]
Impairment of intangible assets		1,100
Pipeline Inspection [Member] | Trade Names [Member]
Impairment of intangible assets		200
Pipeline Inspection [Member] | TIR-Canada [Member]
Revenue		12,900
Gross margin		900
Water and Services [Member]
Revenue	2,509	1,878
Gross margin	1,449	990
Impairment of property, plant and equipment		100
Property, plant and equipment, net		700
Integrity Services [Member]
Revenue	4,350	696
Gross margin	$ 1,193	(208)
Impairment of goodwill		$ 1,600
Integrity Services [Member] | Fair Value, Inputs, Level 3 [Member]
Annual growth rate		2.00%
Discount rate		18.00%

Credit Agreement (Details)

Credit Agreement (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Line of credit, gross	$ 132,900	$ 136,900
Debt issuance costs	453	607
Long-term debt, including current portion	132,447	136,293
Current portion of long-term debt	132,447	136,293
Long-term debt
Working Capital Facility [Member]
Line of credit, gross	48,000	48,000
Acquisition Facility [Member]
Line of credit, gross	$ 84,900	$ 88,900

Credit Agreement (Details Narra

Credit Agreement (Details Narrative) $ in Thousands	May 10, 2018USD ($)	Apr. 30, 2018USD ($)	Jan. 31, 2018USD ($)	Mar. 31, 2018USD ($)	Mar. 31, 2017USD ($)
Line of credit facility, maximum borrowing capacity				$ 200,000
Line of credit facility additional borrowings				$ 125,000
Line of credit facility, commitment fee percentage				0.50%
Debt covenant total adjusted leverage ratio maximum				4
Debt covenant interest coverage ratio minimum				3
Total adjusted leverage ratio				3.53
Interest coverage ratio				3.01
Line of credit facility minimum extended available borrowing capacity				$ 5,000
Amount borrowing base must exceed outstanding balance of working capital revolving credit facility				5,000
Commitment from affiliate of Holdings				$ 50,000
Conversion terms				The preferred equity will have a conversion premium that is 15% greater than our common unit trailing closing price at the time of issuance.
Quarterly distributions on investment				9.50%
Line of credit facility, maximum amount outstanding				$ 132,900
Repayments of long-term debt				$ 4,000
Subsequent Event [Member]
Expected repayment of credit facility	$ 8,250
General Partner [Member] | Affiliated Entity [Member]
Annual return on investment (percent)				9.50%
Annual dividends to be paid in cash (percent)				2.50%
Annual dividends to be paid in kind (percent)				7.00%
Base Rate [Member] | Minimum [Member]
Spread on variable rate borrowings				1.25%
Base Rate [Member] | Maximum [Member]
Spread on variable rate borrowings				2.75%
LIBOR [Member] | Minimum [Member]
Spread on variable rate borrowings				2.25%
LIBOR [Member] | Maximum [Member]
Spread on variable rate borrowings				3.75%
New Credit Facility [Member]
Line of credit facility, maximum borrowing capacity				$ 90,000
Line of credit facility additional borrowings				20,000
Total borrowing capacity				$ 110,000
Debt covenant total adjusted leverage ratio maximum				4
Debt covenant interest coverage ratio minimum				3
Line of credit facility, expect borrowing				$ 77,100
Working Capital Facility [Member]
Line of credit facility, capacity available for trade purchases				75,000
Acquisition Facility [Member]
Line of credit facility, capacity available for specific purpose other than for trade purchases				125,000
Line of Credit [Member]
Interest and Debt Expense				1,800	$ 1,600
Repayments of long-term debt			$ 4,000
Credit facility, amount outstanding				$ 132,900
Line of Credit [Member] | Subsequent Event [Member]
Repayment of credit facility		$ 5,000
Line of Credit [Member] | Minimum [Member]
Debt instrument, interest rate, effective percentage during period				4.74%	3.90%
Line of Credit [Member] | Maximum [Member]
Debt instrument, interest rate, effective percentage during period				5.63%	4.73%

Income Taxes (Details Narrative

Income Taxes (Details Narrative)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Tax Disclosure [Abstract]
Statutory tax rate	21.00%	35.00%

Equity Compensation (Details)

Equity Compensation (Details) - $ / shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Units at beginning	664,509	573,902
Units granted	16,668	245,331
Units vested and issued	(54,306)	(26,366)
Units forfeited	(13,971)	(9,328)
Units at ending	612,900	783,539
Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Units at beginning	$ 8.42	$ 9.86
Units granted	4.76	7.16
Units vested and issued	13.14	15.25
Units forfeited	6.15	9.50
Units at ending	$ 8	$ 8.83

Equity Compensation (Details Na

Equity Compensation (Details Narrative) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Apr. 30, 2018	Mar. 31, 2018	Mar. 31, 2017
Share-based compensation expense		$ 212	$ 357
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | Employees and Directors [Member]
Number of shares granted	376,816
Long Term Incentive Plan [Member]
Shares authorized under plan		1,182,600
Share-based compensation expense		$ 200	$ 400
Number of units which have specific performance vesting terms		77,495
Compensation cost not yet recognized		$ 2,800
Period for recognition of compensation cost		2 years
Long Term Incentive Plan [Member] | Tranche One [Member]
Percentage of awards vesting		33.33%
Vesting period		3 years
Long Term Incentive Plan [Member] | Tranche Two [Member]
Percentage of awards vesting		33.33%
Vesting period		4 years
Long Term Incentive Plan [Member] | Tranche Three [Member]
Percentage of awards vesting		33.33%
Vesting period		5 years

Related-Party Transactions (Det

Related-Party Transactions (Details Narrative) $ in Thousands	3 Months Ended
	Mar. 31, 2018USD ($)	Mar. 31, 2017USD ($)	Dec. 31, 2017USD ($)
Alati Arnegard LLC [Member]
Subsidiary ownership interest	25.00%
Management fee revenue from related parties	$ 100	$ 200
Accounts receivable from related parties	200		$ 100
General Partner [Member] | Omnibus Agreement [Member]
Quarterly administrative fee	$ 1,000
Incurred expenses by Holdings on our behalf		$ 900
General Partner [Member] | Omnibus Agreement [Member] | Minimum [Member]
Line of credit borrowing capacity - multiple of Adjusted EBITDA	3.75

Related-Party Transactions (D39

Related-Party Transactions (Details Narrative 1)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Sales Revenue, Net [Member]
Concentration percentage		20.00%
CF Inspection Management, LLC [Member]
Ownership interest	49.00%
CF Inspection Management, LLC [Member] | Sales Revenue, Net [Member]
Concentration percentage	2.80%
CF Inspection Management, LLC [Member] | Cynthia A. Fields [Member]
Ownership interest	51.00%

Earnings per Unit and Cash Di40

Earnings per Unit and Cash Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands		May 15, 2018	Feb. 14, 2018	[1]	Nov. 14, 2017	Aug. 12, 2017	May 13, 2017		Feb. 13, 2017	May 15, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	May 15, 2018
Per Unit Cash Distribution (in dollars per share)			$ 0.210000		$ 0.210000	$ 0.210000	$ 0.210000	[1]	$ 0.406413		$ 1.036413	$ 1.625652	$ 1.625652	$ 1.104646
Total Cash Distribution	[2]		$ 2,498		$ 2,497	$ 2,495	$ 2,495		$ 4,823		$ 12,310	$ 19,258	$ 19,232	$ 13,064
Subsequent Event [Member]
Per Unit Cash Distribution (in dollars per share)		$ 0.210000								$ 0.420000					$ 5.812363
Total Cash Distribution	[2]	$ 2,506								$ 5,004					$ 68,868
Affiliated Entity [Member]
Total Cash Distribution	[2]		$ 1,599		$ 1,608	$ 1,607	$ 1,606		$ 3,107		$ 7,928	$ 12,414	$ 12,284	$ 8,296
Affiliated Entity [Member] | Subsequent Event [Member]
Total Cash Distribution	[2]	$ 1,604								$ 3,203					$ 44,125
[1]	First quarter 2018 distribution was declared and will be paid in the second quarter of 2018.
[2]	Approximately 64.0% of the Partnership's outstanding units at March 31, 2018 were held by affiliates.

Earnings per Unit and Cash Di41

Earnings per Unit and Cash Distributions (Details Narrative)	3 Months Ended
	Mar. 31, 2018
Percentage of partnership units held by affiliates	64.00%
Brown Integrity, LLC [Member]
Percentage of income attributable to noncontrolling interests	49.00%
CF Inspection Management, LLC [Member]
Percentage of income attributable to noncontrolling interests	51.00%

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Performance Obligation Collateral [Member]
Security deposits kept as collateral	$ 600	$ 500
Employment Contract Commitments [Member]
Loss contingency	$ 600

Sale of Salt Water Disposal F43

Sale of Salt Water Disposal Facility (Details) - Water and Services [Member] $ in Thousands	Dec. 31, 2017USD ($)
Assets:
Current assets	$ 84
Property and equipment - net	104
Goodwill	1,984
Assets	2,172
Liabilities:
Accounts payable and accrued liabilites	79
Asset retirement obligations	18
Liabilities	$ 97

Sale of Salt Water Disposal F44

Sale of Salt Water Disposal Facility (Details Narrative) - USD ($) $ in Thousands	Jan. 02, 2018	Mar. 31, 2018	Mar. 31, 2017
Repayment of outstanding borrowings under credit agreement	$ 4,000
Revenue			$ 200
Net income			$ 100
Gain on asset disposals	1,800	$ 1,709
Water and Services [Member]
Cash proceeds	$ 4,000
Gain on asset disposals		$ 1,709

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member] $ in Thousands	May 10, 2018USD ($)
Sale of subsidiary	$ 8,250
Expected repayment of credit facility	$ 8,250

Reportable Segments (Details)

Reportable Segments (Details) - USD ($) $ in Thousands	Jan. 02, 2018	Mar. 31, 2018	Mar. 31, 2017		Dec. 31, 2017
Revenues		$ 64,826	$ 64,722
Costs of services		56,697	58,393
Gross margin		8,129	6,329
General and administrative		5,455	5,110
Depreciation, amortization and accretion		1,134	1,171
Impairments			3,598
(Gain) loss on asset disposals, net	$ (1,800)	(1,709)
Operating income (loss)		3,249	(3,550)
Interest expense, net		(1,956)	(1,709)
Losses on foreign currency		(334)
Other, net		82	45
Net loss before income tax expense		1,041	(5,214)
Total assets		161,361			$ 163,203
Pipeline Inspection [Member]
Revenues		57,967	62,148
Costs of services		52,480	56,601
Gross margin		5,487	5,547
General and administrative		3,759	3,254
Depreciation, amortization and accretion		573	599
Impairments			1,329
(Gain) loss on asset disposals, net
Operating income (loss)		1,155	365
Total assets		123,063			124,669
Integrity Services [Member]
Revenues		4,350	696
Costs of services		3,157	904
Gross margin		1,193	(208)
General and administrative		545	446
Depreciation, amortization and accretion		158	157
Impairments			1,581
(Gain) loss on asset disposals, net
Operating income (loss)		490	(2,392)
Total assets		11,161			10,481
Water and Services [Member]
Revenues		2,509	1,878
Costs of services		1,060	888
Gross margin		1,449	990
General and administrative		836	218
Depreciation, amortization and accretion		403	415
Impairments			688
(Gain) loss on asset disposals, net		(1,709)
Operating income (loss)		1,919	(331)
Total assets		40,272			41,693
Other Segments [Member]
Revenues
Costs of services
Gross margin
General and administrative		315	1,192	[1]
Depreciation, amortization and accretion
Impairments
(Gain) loss on asset disposals, net
Operating income (loss)		(315)	$ (1,192)
Total assets		$ (13,135)			$ (13,640)
[1]	Amount includes $0.9 million of allocated general and administrative expenses incurred by Holdings but not charged to us. For the three months ended March 31, 2017, Holdings waived the administrative fee specified in the omnibus agreement.

Reportable Segments (Details Na

Reportable Segments (Details Narrative) $ in Thousands	3 Months Ended
	Mar. 31, 2018Number	Mar. 31, 2017USD ($)Number
Number of reportable segments	3
Omnibus Agreement [Member]
Administrative fee | $		$ 900
Water and Services [Member]
Number of commercial saltwater disposal (SWD) facilities	9	10
Number of managed facilities, equity owned	1

Condensed Consolidating Finan48

Condensed Consolidating Financial Information (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 26,140	$ 24,508	$ 24,779	$ 26,693
Trade accounts receivable, net	40,075	41,693
Prepaid expenses and other	1,544	2,294
Assets held for sale		2,172
Total current assets	67,759	70,667
Property and equipment:
Property and equipment, at cost	25,132	22,700
Less: Accumulated depreciation	10,015	9,312
Total property and equipment, net	15,117	13,388
Intangible assets, net	24,797	25,477
Goodwill	53,395	53,435
Other assets	293	236
Total assets	161,361	163,203
Current liabilities:
Accounts payable	5,342	3,757
Accounts payable - affiliates	3,725	3,173
Accrued payroll and other		9,109
Liabilities held for sale		97
Income taxes payable	727	646
Current portion of long-term debt		136,293
Total current liabilities	152,532	153,075
Asset retirement obligations	143	143
Total liabilities	152,675	153,218
Owners' equity:
Total partners' capital	4,533	6,061
Non-controlling interests	4,153	3,924
Total owners' equity	8,686	9,985
Total liabilities and owners' equity	161,361	163,203
Eliminations [Member]
Current assets:
Cash and cash equivalents
Trade accounts receivable, net	(721)	(643)
Accounts receivable - affiliates	(18,488)	(19,249)
Prepaid expenses and other
Total current assets	(19,209)	(19,892)
Property and equipment:
Property and equipment, at cost
Less: Accumulated depreciation
Total property and equipment, net
Intangible assets, net
Goodwill
Investment in subsidiaries	(24,355)	(25,125)
Notes receivable - affiliates	(13,740)	(13,821)
Other assets
Total assets	(57,304)	(58,838)
Current liabilities:
Accounts payable	(693)	(713)
Accounts payable - affiliates	(18,487)	(19,249)
Accrued payroll and other	(29)	70
Income taxes payable
Current portion of long-term debt
Total current liabilities	(19,209)	(19,892)
Notes payable - affiliates	(13,740)	(13,821)
Asset retirement obligations
Total liabilities	(32,949)	(33,713)
Owners' equity:
Total partners' capital	(20,202)	(21,201)
Non-controlling interests	(4,153)	(3,924)
Total owners' equity	(24,355)	(25,125)
Total liabilities and owners' equity	(57,304)	(58,838)
Parent Company [Member]
Current assets:
Cash and cash equivalents	37	224	695	695
Trade accounts receivable, net
Accounts receivable - affiliates
Prepaid expenses and other	476	657
Total current assets	513	881
Property and equipment:
Property and equipment, at cost
Less: Accumulated depreciation
Total property and equipment, net
Intangible assets, net
Goodwill
Investment in subsidiaries	27,253	28,280
Notes receivable - affiliates
Other assets	88
Total assets	27,854	29,161
Current liabilities:
Accounts payable
Accounts payable - affiliates	15,758	15,824
Accrued payroll and other	40	1
Income taxes payable
Current portion of long-term debt	(453)	(607)
Total current liabilities	15,345	15,218
Notes payable - affiliates
Asset retirement obligations
Total liabilities	15,345	15,218
Owners' equity:
Total partners' capital	8,356	10,019
Non-controlling interests	4,153	3,924
Total owners' equity	12,509	13,943
Total liabilities and owners' equity	27,854	29,161
Guarantors [Member]
Current assets:
Cash and cash equivalents	17,458	14,920	21,196	20,251
Trade accounts receivable, net	34,983	38,077
Accounts receivable - affiliates	18,488	19,249
Prepaid expenses and other	1,047	1,602
Assets held for sale		2,172
Total current assets	71,976	76,020
Property and equipment:
Property and equipment, at cost	22,042	19,673
Less: Accumulated depreciation	8,268	7,729
Total property and equipment, net	13,774	11,944
Intangible assets, net	21,070	21,614
Goodwill	51,928	51,930
Investment in subsidiaries	(2,898)	(3,155)
Notes receivable - affiliates	13,740	13,821
Other assets	186	209
Total assets	169,776	172,383
Current liabilities:
Accounts payable	4,545	3,401
Accounts payable - affiliates
Accrued payroll and other	9,863	8,761
Liabilities held for sale		97
Income taxes payable	677	591
Current portion of long-term debt	127,400	131,400
Total current liabilities	142,485	144,250
Notes payable - affiliates
Asset retirement obligations	143	143
Total liabilities	142,628	144,393
Owners' equity:
Total partners' capital	22,995	24,066
Non-controlling interests	4,153	3,924
Total owners' equity	27,148	27,990
Total liabilities and owners' equity	169,776	172,383
Non-Guarantors [Member]
Current assets:
Cash and cash equivalents	8,645	9,364	$ 2,888	$ 5,747
Trade accounts receivable, net	5,813	4,259
Accounts receivable - affiliates
Prepaid expenses and other	21	35
Total current assets	14,479	13,658
Property and equipment:
Property and equipment, at cost	3,090	3,027
Less: Accumulated depreciation	1,747	1,583
Total property and equipment, net	1,343	1,444
Intangible assets, net	3,727	3,863
Goodwill	1,467	1,505
Investment in subsidiaries
Notes receivable - affiliates
Other assets	19	27
Total assets	21,035	20,497
Current liabilities:
Accounts payable	1,490	1,069
Accounts payable - affiliates	6,454	6,598
Accrued payroll and other	417	277
Income taxes payable	50	55
Current portion of long-term debt	5,500	5,500
Total current liabilities	13,911	13,499
Notes payable - affiliates	13,740	13,821
Asset retirement obligations
Total liabilities	27,651	27,320
Owners' equity:
Total partners' capital	(6,616)	(6,823)
Non-controlling interests
Total owners' equity	(6,616)	(6,823)
Total liabilities and owners' equity	$ 21,035	$ 20,497

Condensed Consolidating Finan49

Condensed Consolidating Financial Information (Details 1) - USD ($) $ in Thousands	Jan. 02, 2018	Mar. 31, 2018	Mar. 31, 2017
Revenues		$ 64,826	$ 64,722
Costs of services		56,697	58,393
Gross margin		8,129	6,329
Operating costs, expenses and other:
General and administrative		5,455	5,110
Depreciation, amortization and accretion		1,134	1,171
Impairments			3,598
Gain on asset disposals, net	$ (1,800)	(1,709)
Operating income (loss)		3,249	(3,550)
Other (expense) income:
Interest expense, net		(1,956)	(1,709)
Foreign currency gains		(334)
Other, net		82	45
Net income (loss) before income tax expense		1,041	(5,214)
Income tax expense (benefit)		81	(293)
Net income (loss)		960	(4,921)
Net Income (loss) attributable to noncontrolling interests		235	(1,165)
Net income (loss) attributable to controlling interests		725	(3,756)
Net loss attributable to general partner			(921)
Net income (loss) attributable to limited partners		725	(2,835)
Eliminations [Member]
Revenues		(1,819)	(1,367)
Costs of services		(1,819)	(1,367)
Gross margin
Operating costs, expenses and other:
General and administrative
Depreciation, amortization and accretion
Gain on asset disposals, net
Operating income (loss)
Other (expense) income:
Equity earnings (loss) in subsidiaries		(1,937)	4,165
Interest expense, net
Foreign currency gains
Other, net
Net income (loss) before income tax expense		(1,937)	4,165
Income tax expense (benefit)
Net income (loss)		(1,937)	4,165
Net Income (loss) attributable to noncontrolling interests
Net income (loss) attributable to controlling interests			4,165
Net income (loss) attributable to limited partners		(1,937)	4,165
Parent Company [Member]
Revenues
Costs of services
Gross margin
Operating costs, expenses and other:
General and administrative		315	1,192
Depreciation, amortization and accretion
Gain on asset disposals, net
Operating income (loss)		(315)	(1,192)
Other (expense) income:
Equity earnings (loss) in subsidiaries		1,598	(1,667)
Interest expense, net		(235)	(225)
Foreign currency gains
Other, net
Net income (loss) before income tax expense		1,048	(3,084)
Income tax expense (benefit)
Net income (loss)		1,048	(3,084)
Net Income (loss) attributable to noncontrolling interests
Net income (loss) attributable to controlling interests			(3,084)
Net loss attributable to general partner			(921)
Net income (loss) attributable to limited partners		1,048	(2,163)
Guarantors [Member]
Revenues		59,795	49,669
Costs of services		52,909	44,099
Gross margin		6,886	5,570
Operating costs, expenses and other:
General and administrative		4,534	3,014
Depreciation, amortization and accretion		974	995
Impairments			688
Gain on asset disposals, net		(1,709)
Operating income (loss)		3,087	873
Other (expense) income:
Equity earnings (loss) in subsidiaries		339	(2,498)
Interest expense, net		(1,491)	(1,288)
Foreign currency gains		(81)
Other, net		66	37
Net income (loss) before income tax expense		1,920	(2,876)
Income tax expense (benefit)		87	(44)
Net income (loss)		1,833	(2,832)
Net Income (loss) attributable to noncontrolling interests		235	(1,165)
Net income (loss) attributable to controlling interests			(1,667)
Net income (loss) attributable to limited partners		1,598	(1,667)
Non-Guarantors [Member]
Revenues		6,850	16,420
Costs of services		5,607	15,661
Gross margin		1,243	759
Operating costs, expenses and other:
General and administrative		606	904
Depreciation, amortization and accretion		160	176
Impairments			2,910
Gain on asset disposals, net
Operating income (loss)		477	(3,231)
Other (expense) income:
Equity earnings (loss) in subsidiaries
Interest expense, net		(230)	(196)
Foreign currency gains		(253)
Other, net		16	8
Net income (loss) before income tax expense		10	(3,419)
Income tax expense (benefit)		(6)	(249)
Net income (loss)		16	(3,170)
Net Income (loss) attributable to noncontrolling interests
Net income (loss) attributable to controlling interests			(3,170)
Net income (loss) attributable to limited partners		$ 16	$ (3,170)

Condensed Consolidating Finan50

Condensed Consolidating Financial Information (Details 2) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Net income (loss)	$ 960	$ (4,921)
Other comprehensive income (loss) - foreign currency translation	102	61
Comprehensive income (loss)	1,062	(4,860)
Comprehensive income (loss) attributable to noncontrolling interests	235	(1,165)
Comprehensive (loss) attributable to general partner		(921)
Comprehensive income (loss) attributable to controlling interests	827	(2,774)
Eliminations [Member]
Net income (loss)	(1,937)	4,165
Other comprehensive income (loss) - foreign currency translation
Comprehensive income (loss)	(1,937)	4,165
Comprehensive income (loss) attributable to noncontrolling interests
Comprehensive income (loss) attributable to controlling interests	(1,937)	4,165
Parent Company [Member]
Net income (loss)	1,048	(3,084)
Other comprehensive income (loss) - foreign currency translation
Comprehensive income (loss)	1,048	(3,084)
Comprehensive income (loss) attributable to noncontrolling interests
Comprehensive (loss) attributable to general partner		(921)
Comprehensive income (loss) attributable to controlling interests	1,048	(2,163)
Guarantors [Member]
Net income (loss)	1,833	(2,832)
Other comprehensive income (loss) - foreign currency translation	126	(57)
Comprehensive income (loss)	1,959	(2,889)
Comprehensive income (loss) attributable to noncontrolling interests	235	(1,165)
Comprehensive income (loss) attributable to controlling interests	1,724	(1,724)
Non-Guarantors [Member]
Net income (loss)	16	(3,170)
Other comprehensive income (loss) - foreign currency translation	(24)	118
Comprehensive income (loss)	(8)	(3,052)
Comprehensive income (loss) attributable to noncontrolling interests
Comprehensive income (loss) attributable to controlling interests	$ (8)	$ (3,052)

Condensed Consolidating Finan51

Condensed Consolidating Financial Information (Details 3) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Operating activities:
Net income (loss)	$ 960	$ (4,921)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation, amortization and accretion	1,418	1,433
Impairments		3,598
(Gain) loss on asset disposal	(1,709)	11
Interest expense from debt issuance cost amortization	153	146
Equity-based compensation expense	212	357
Equity in earnings of investee	(36)	(34)
Distributions from investee	63
Foreign currency losses	334
Deferred tax benefit, net		(356)
Non-cash allocated expenses		921
Changes in assets and liabilities:
Trade accounts receivable	1,565	(855)
Prepaid expenses and other	662	(145)
Accounts payable and accrued payroll and other	2,979	3,207
Income taxes payable	82	(11)
Net cash provided by (used in) operating activities	6,683	3,351
Investing activities:
Proceeds from fixed asset disposals	3,957	2
Purchases of property and equipment	(2,058)	(298)
Net cash used in investing activities	1,899	(296)
Financing activities:
Repayment of long-term debt	(4,000)
Distributions to limited partners	(2,498)	(4,823)
Distributions to non-controlling members	(6)	(8)
Taxes paid related to net share settlement of equity-based compensation	(69)	(77)
Net cash provided by (used in) financing activities	(6,573)	(4,908)
Effects of exchange rates on cash	(377)	(61)
Net increase (decrease) in cash and cash equivalents	1,632	(1,914)
Cash and cash equivalents, beginning of period	24,508	26,693
Cash and cash equivalents, end of period	26,140	24,779
Non-cash items:
Accounts payable excluded from capital expenditures	1,106
Eliminations [Member]
Operating activities:
Net income (loss)	(1,937)	4,165
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation, amortization and accretion
(Gain) loss on asset disposal
Interest expense from debt issuance cost amortization
Equity-based compensation expense
Equity in earnings of investee
Distributions from investee
Equity earnings in subsidiaries	1,937	(4,165)
Foreign currency losses
Changes in assets and liabilities:
Trade accounts receivable	78	(117)
Receivables from affiliates	(761)	(1,555)
Prepaid expenses and other	(81)	(19)
Accounts payable and accrued payroll and other	764	1,691
Income taxes payable
Net cash provided by (used in) operating activities
Investing activities:
Proceeds from fixed asset disposals
Purchases of property and equipment
Net cash used in investing activities
Financing activities:
Repayment of long-term debt
Distributions from subsidiaries
Distributions to limited partners
Distributions to non-controlling members
Taxes paid related to net share settlement of equity-based compensation
Net cash provided by (used in) financing activities
Effects of exchange rates on cash
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Non-cash items:
Accounts payable excluded from capital expenditures
Parent Company [Member]
Operating activities:
Net income (loss)	1,048	(3,084)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation, amortization and accretion
(Gain) loss on asset disposal
Interest expense from debt issuance cost amortization	153	146
Equity-based compensation expense	212	357
Equity in earnings of investee
Distributions from investee
Equity earnings in subsidiaries	(1,598)	1,667
Foreign currency losses
Deferred tax benefit, net
Non-cash allocated expenses		921
Changes in assets and liabilities:
Trade accounts receivable
Receivables from affiliates
Prepaid expenses and other	93
Accounts payable and accrued payroll and other	(26)	70
Income taxes payable
Net cash provided by (used in) operating activities	(118)	77
Investing activities:
Proceeds from fixed asset disposals
Purchases of property and equipment
Net cash used in investing activities
Financing activities:
Repayment of long-term debt
Distributions from subsidiaries	2,498	4,823
Distributions to limited partners	(2,498)	(4,823)
Distributions to non-controlling members
Taxes paid related to net share settlement of equity-based compensation	(69)	(77)
Net cash provided by (used in) financing activities	(69)	(77)
Effects of exchange rates on cash
Net increase (decrease) in cash and cash equivalents	(187)
Cash and cash equivalents, beginning of period	224	695
Cash and cash equivalents, end of period	37	695
Non-cash items:
Accounts payable excluded from capital expenditures
Guarantors [Member]
Operating activities:
Net income (loss)	1,833	(2,832)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation, amortization and accretion	1,116	1,122
Impairments		688
(Gain) loss on asset disposal	(1,709)	11
Interest expense from debt issuance cost amortization
Equity-based compensation expense
Equity in earnings of investee	(36)	34
Distributions from investee	63
Equity earnings in subsidiaries	(339)	2,498
Foreign currency losses	81
Deferred tax benefit, net		(8)
Changes in assets and liabilities:
Trade accounts receivable	3,046	1,973
Receivables from affiliates	761	1,555
Prepaid expenses and other	630	(120)
Accounts payable and accrued payroll and other	1,712	1,291
Income taxes payable	86	(44)
Net cash provided by (used in) operating activities	7,244	6,100
Investing activities:
Proceeds from fixed asset disposals	3,957	2
Purchases of property and equipment	(1,989)	(298)
Net cash used in investing activities	1,968	(296)
Financing activities:
Repayment of long-term debt	(4,000)
Distributions from subsidiaries	(2,490)	(4,815)
Distributions to limited partners
Distributions to non-controlling members
Taxes paid related to net share settlement of equity-based compensation
Net cash provided by (used in) financing activities	(6,490)	(4,815)
Effects of exchange rates on cash	(184)	(44)
Net increase (decrease) in cash and cash equivalents	2,538	945
Cash and cash equivalents, beginning of period	14,920	20,251
Cash and cash equivalents, end of period	17,458	21,196
Non-cash items:
Accounts payable excluded from capital expenditures	1,106
Non-Guarantors [Member]
Operating activities:
Net income (loss)	16	(3,170)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation, amortization and accretion	302	311
Impairments		2,910
(Gain) loss on asset disposal
Interest expense from debt issuance cost amortization
Equity-based compensation expense
Equity in earnings of investee
Distributions from investee
Equity earnings in subsidiaries
Foreign currency losses	253
Deferred tax benefit, net		(348)
Changes in assets and liabilities:
Trade accounts receivable	(1,559)	(2,711)
Receivables from affiliates
Prepaid expenses and other	20	(6)
Accounts payable and accrued payroll and other	529	155
Income taxes payable	(4)	33
Net cash provided by (used in) operating activities	(443)	(2,826)
Investing activities:
Proceeds from fixed asset disposals
Purchases of property and equipment	(69)
Net cash used in investing activities	(69)
Financing activities:
Repayment of long-term debt
Distributions from subsidiaries	(8)	(8)
Distributions to limited partners
Distributions to non-controlling members	(6)	(8)
Taxes paid related to net share settlement of equity-based compensation
Net cash provided by (used in) financing activities	(14)	(16)
Effects of exchange rates on cash	(193)	(17)
Net increase (decrease) in cash and cash equivalents	(719)	(2,859)
Cash and cash equivalents, beginning of period	9,364	5,747
Cash and cash equivalents, end of period	8,645	$ 2,888
Non-cash items:
Accounts payable excluded from capital expenditures